November 28, 1994 AMENDED JANUARY 1995
Frank Stephenson
6578 Foxdale Circle
Colorado Springs, CO 80919
Dear Frank:
It is a great pleasure to formalize our offer for you to join the Bio-Vascular
team.
Position: Vice President of Marketing & Sales.
Base Salary: $100,000. Your base will be reviewed annually.
Bonus Compensation: You will participate in an incentive bonus plan
in which you can earn up to 50% of your base
compensation (20% cash, 10% restricted stock
and 20% in stock options). These are earned
annually commensurate with the Company's fiscal
year. The objectives upon which the bonus
compensation is paid (financial and personal
objectives) will be established as a collaborate
effort between you and I.
Signing Bonus: Restricted stock worth $10,000. You may elect
to receive the shares on your start date or on
January 2, 1995. The number of shares will be
determined by the low bid price on the date you
elect.
AMENDMENT: FURTHER, A LUMP SUM CASH BONUS OF
$10,000 WILL BE PAID IN JANUARY 1995.
Stock Option Program: Grant of 32,000 shares upon commencement of
employment.
AMENDMENT: GRANTED ON JANUARY 2, 1995.
- Vesting - 25% per year vesting on your
anniversary date.
AMENDMENT: 25% VESTING PER YEAR STARTING
OCTOBER 31, 1995.
- Exercise period - 7 years from the option
date.
- The price of the options will be the low
bid price at the close of the market the
day you join the Company.
Frank Stephenson AMENDED JANUARY 1995
November 28, 1994
Page 2
401K Plan: Eligible to participate November 1, 1995.
Benefits Program: You will be eligible to participate in the
Company's health, vacation, and other insurance
programs. A benefits summary is attached.
"Change of Control": An agreement will be provided that will include
provisions for a "Change of Control" to include
accelerated vesting of stock options and
severance pay of at least one year of base
salary under certain conditions.
Relocation: - Closing costs on a new home in the Twin Cities
area.
- Reimbursement of moving expenses.
- Interim living expenses up to 90 days. This
time frame can be extended as necessary.
- Two house hunting trips for your wife.
- Interim travel home for you as necessary.
Frank, I sincerely believe you and I will work extremely well together. I hope
you decide to join us.
Yours truly, (Signed as Amended)
/s/ John T. Karcanes
John T. Karcanes
President & Chief Executive Officer
JTK:cf
Acknowledged and Accepted:
/s/ Frank Stephenson
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Frank Stephenson