Exhibit 10.22
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
SEASTAR MEDICAL, INC.
TRANSACTION BONUS AGREEMENT
This Transaction Bonus Agreement (this “Agreement”) is made as of December 23, 2021 by and between SeaStar Medical, Inc., a Delaware corporation (the “Company”), and Eric Schlorff (“Employee”).
WHEREAS, Employee is a valued employee and the Company has determined that it is appropriate to award certain Business Development Bonuses and Exit Event Bonuses under the terms and conditions of this Agreement to Employee as an incentive for Employee to complete such business development and Exit Event opportunities for the Company.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, capitalized terms used herein that are not otherwise defined shall have the meanings set forth below:
“Affiliate” means (i) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company (or its successors), or (ii) any other entity (including its successors) which is designated as an Affiliate by the Board.
“Board” means the Board of Directors of the Company.
“Business Development Objective” means the execution and closing of a definitive BD Agreement.
“BD Agreement” means a definitive business development between the Company and one or more third parties, including but are not limited to, any licensing, collaboration, partnership, product development or strategic agreement or arrangement, in which the Company receives or is eligible to receive cash payment from such third parties, which may include but are not limited to, any upfront and milestone, licensing or service fees, royalty payments and other similar cash fees; provided that, (i) any such definitive business development agreement executed on or after the initial closing of an Exit Event will not be deemed a BD Agreement for the purposes of calculating the BD Cash Payment and therefore does not affect the Earned Cash Bonus that Employee is eligible for.
“BD Cash Payment” means the gross proceeds in cash received by the Company prior to the Expiration Date pursuant to the terms of a BD Agreement.