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ASTM > SEC Filings for ASTM > Form 8-K on 26-Oct-2012All Recent SEC Filings

Show all filings for AASTROM BIOSCIENCES INC



Change in Directors or Principal Officers, Financial Statements and Exhib

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

On October 26, 2012, Brian Gibson and Aastrom Biosciences, Inc. (the "Company") entered into an Employment Agreement (the "Employment Agreement"). The Employment Agreement provides that Mr. Gibson will receive an initial annual base salary of $165,000 and his base salary shall be reviewed annually by the Company. Under the Employment Agreement, Mr. Gibson will also be eligible to receive cash incentive compensation as determined by the Company. Mr. Gibson's target annual incentive compensation shall be 30% of his then-current base salary. Under the Employment Agreement, from time to time and at the discretion of management and the Company's Board of Directors, the Company may grant to Mr. Gibson options to purchase shares of the Company's common stock pursuant to the Company's then-current equity plan.

In the event of his termination by the Company without Cause or by Mr. Gibson for Good Reason (as such terms are defined in the Employment Agreement), and subject Mr. Gibson's signing and not revoking a separation agreement that includes a general release of claims, the Company shall pay Mr. Gibson an amount equal to six months of his then-current base salary in six substantially equal monthly installments. Subject to Mr. Gibson's co-payment of premiums at the active employee's rate, Mr. Gibson would also be entitled to continued participation in the Company-sponsored group health, dental and vision programs for six months following the date of termination.

In addition, during his employment and after termination of the Employment Agreement, Mr. Gibson has agreed to keep the Company's confidential information in confidence and trust and has agreed not to use or disclose such confidential information without the Company's written consent except as necessary in the ordinary course of performing his duties to the Company. During the term of the Employment Agreement and for a period of six months thereafter Mr. Gibson also agrees not to compete with the Company and not to solicit employees, customers or suppliers of the Company.

The Employment Agreement contains other customary terms and conditions. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the actual Employment Agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

10.1 Employment Agreement with Brian Gibson, dated October 26, 2012.

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