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CMXI > SEC Filings for CMXI > Form 8-K/A on 18-Jul-2014All Recent SEC Filings

Show all filings for CYTOMEDIX INC



Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On July 17, 2014, the Board approved amendments to the previously executed employment agreements with the certain executive officers to resolve disparities between such respective employment agreements and the previously reformed option grants issued to date, consistent with its applicable duties and the provisions of the equity incentive plans. Pursuant to the terms of such amendments, Messrs. Rosendale, Shallcross and Clausen agreed to limit their respective contractual rights to the April 2014 Option Grants to 300,000 options each, respectively. With respect to Mr. Tozer, in addition to his options to purchase shares of common stock reformed as disclosed in the June 8-K Filing, the Board agreed to issue 1,000,000 options to purchase shares of the Company's common stock under the Company's 2002 Long-Term Incentive Plan (the "2002 LTIP"), with the option exercise price of $0.60 per share, with 164,000 options vesting in April 2015 and the remaining balance - in equal monthly installments of 41,800 options vesting from May 2015 through December 2016. The Board also agreed to issue to Mr. Tozer in the 2015 calendar year 190,800 options to purchase shares of the Company's common stock under the 2002 LTIP with the option exercise price to be the greater of the fair market value of the stock on the date of grant in 2015 or $0.60 per share, vesting in approximately four equal monthly installments commencing January 2017.

The foregoing description of the amendments to the respective Employment Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such documents, which are filed as exhibits to this filing and are incorporated herein by reference. Such documents contain representations and warranties by each of the parties thereto. The representations, warranties and covenants contained in such documents were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and (i) should not be treated as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in the agreements by disclosures that were made to the other party in connection with the negotiation of the agreements; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of such agreements or such other date or dates as may be specified in the agreements.

Item 9.01 Exhibits

10.1 Amendment to Employment Agreement - M. Rosendale

10.2 Amendment to Employment Agreement - S. Shallcross

10.3 Amendment to Employment Agreement - D. Tozer

10.4 Amendment to Employment Agreement - P. Clausen

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