Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the "Agreement"), dated December 29, 2023, is made and entered into by and between CARMELL CORPORATION, a Delaware corporation (the "Company") and Rajiv Shukla ("Executive''), and will be deemed effective as of July 15, 2023 (the "Effective Date"), each of the Company and Executive a "party" and together, the "parties".
Introduction
WHEREAS, Executive is currently employed by the Company as its Chairman and Chief Executive Officer;
and
WHEREAS, the parties desire to enter into this Agreement, effective as of the Effective Date.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
Exhibit 10.1
be more or less than the Target Bonus and will be determined by the Board, in its sole discretion, based on the satisfactory achievement of corporate and/or personal objectives established by the Committee. Except as otherwise provided herein or determined by the Committee, payment of any otherwise Earned Bonus (as defined in Section 10 below) will be paid no later than March 15 of the year following the year to which the Earned Bonus relates and will be conditioned on Executive's continued service through the date that annual bonuses are paid to the Company's executive officers generally with respect to the applicable year. The Earned Bonus, if any, shall be in an amount equal to 75% of the Earned Bonus in cash, with the remaining 25% of the Earned Bonus to be paid out in the form of fully vested shares of the Company's common stock (the "Stock Portion''), with the number of shares of issued to be determined by dividing the Stock Portion by the average of the daily volume weighted average price of the Common Stock over the quarter immediately preceding and ending on the date prior to the date of grant.
Exhibit 10.1
to the extent then unpaid, the Company shall pay to Executive the Earned Bonus (as
(iii) termination as a result of Executive's Disability, or (iv) Executive's death), then the Company's obligation to Executive will be limited solely to the payment of the Accrued Obligations through the date of such cessation of employment; provided, however, that in the event of Executive's death or Disability, the Company's obligation shall also include the Earned Bonus and the Pro Rata Bonus. The Accrued Obligations shall be paid on the first payroll date following the last date of employment to the extent administratively feasible and, if not, then on the second payroll date following the last date of employment. The foregoing will not be construed to limit Executive's right to payment or reimbursement for claims incurred prior to the date of such termination under any insurance contract funding an employee benefit plan, policy or arrangement of the Company in accordance with the terms of such insurance contract.
Exhibit 10.1
Exhibit 10.1
Exhibit 10.1
Company's long term disability plan, policy or arrangement; provided, however, that if no such plan, policy or arrangement is then maintained by the Company and applicable to Executive, "Disability" will mean illness, incapacity or a mental or physical condition that renders Executive unable or incompetent, with or without a reasonable accommodation, to carry out the job responsibilities that Executive held or the tasks that Executive was assigned at the time the disability commenced, as determined in good faith by a physician mutually acceptable to the Company and Executive, for a period of 90 consecutive days, or 180 non-consecutive days in any rolling 12-month period. Termination as a result of a Disability will not be construed as a termination by the Company "without Cause."
(j) "Severance Period" means twelve (12) months. Notwithstanding the foregoing, with respect to a cessation of employment due to a termination by the Company without Cause or resignation by Executive for Good Reason that occurs (in either case) during the Protected Period, "Severance Period" shall mean eighteen (18) months.
Exhibit 10.1
(iii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, in each case without advance notice to the Company.
Exhibit 10.1
This Agreement has been executed and delivered on the date first above written.
Carmell Corporation
By: /s/ Kathryn Gregory
Name: Kathryn Gregory
Title: Independent Director
Executive
By: /s/ Rajiv Shukla
Name: Rajiv Shukla
Exhibit 10.1
Annexure A:
Sole Owner, Constellation Alpha Holdings LLC: holding company for my private investments
Partner, SPAC Research (own 33%)
Board Directors, Humacyte