EXHIBIT 10.51
SUPPLEMENTAL AGREEMENT TO EMPLOYMENT AGREEMENT
This Supplemental Agreement is made by and between Aastrom Biosciences,
Inc., a Michigan Corporation ("Employer") and Todd E. Simpson ("Employee"), with
respect to the existing Employment Agreement pursuant to which Employer has
employed Employee.
RECITALS
A. Employer currently employs Employee as a corporate officer.
B. Employer has previously agreed to provide severance compensation to
Employee under certain circumstances; and a purpose of this Agreement is to
clarify and memorialize the parties' rights and obligations with respect to
severance compensation.
C. This Agreement is also being entered into to provide Employee with
enhanced financial security and to provide sufficient incentives and
encouragement to Employee to remain with Employer, notwithstanding the
possibility of the occurrence in the future of a Change in Control (as defined
below) event for Employer.
D. As used in this Agreement, the following terms shall have the following
meanings:
"Cause" means the occurrence of any of the following events, as determined
by the Board of Directors of Employer, in good faith:
(i) Employee's theft, material act of dishonesty or fraud, or
intentional falsification of any records of Employer;
(ii) Employee's improper use or disclosure of confidential or
proprietary information of Employer;
(iii) Employee's gross negligence or willful misconduct in the
performance of Employee's assigned duties ;
(iv) Employee's conviction (including any plea of guilty or nolo
contendre) of a crime of moral turpitude causing material harm to the reputation
or standing of Employer or which materially impairs Employee's ability to
perform his duties for Employer.
"Change in Control" shall mean the occurrence of any of the following
events:
(i) All or substantially all of the assets of Employer are sold (and
the pending proposed transactions involving Zellera AG shall not be deemed
to constitute such an event);
(ii) Employer is acquired by another company, by merger or by
acquisition of the stock of the Company, after which the previous
shareholders of Employer own less than 50% of all of the voting stock of
the surviving entity.
WHEREFORE, the parties mutually agree as follow:
1. Severance Pay. In the event of a Change in Control for Employer, if
-------------
Employee's employment by Employer (or the successor-in-interest to Employer) is
terminated for reasons other than Cause within one month before the Change in
Control or within one year after the Change in Control, or if within said one
month or one year period Employee's salary is reduced, or if the Employee's
employment status with respect to general responsibilities is significantly
reduced, (a change in title does not represent a change in responsibilities,
provided the new title is representative of the responsibilities) then Employer
(or the successor-in-interest to Employer) shall pay to Employee a lump sum
severance payment equal to six months of the salary rate which Employer was
paying to Employee immediately prior to the Change in Control. For avoidance of
doubt, said severance payment shall not be owed if Employee's termination is for
Cause, or if Employee voluntarily terminates his employment for reasons other
than a reduction in Employee's status.
2. Exclusive Remedy. The parties acknowledge and agree that the
----------------
severance specified in Section 1 hereof constitutes Employee's sole and
exclusive remedy for any alleged injury or other damages arising out of a
termination of his employment under circumstances described in Section 1 hereof.
Accordingly, as a condition to receipt of said severance payment, Employee shall
sign a customary and reasonable release form, pursuant to which Employee
acknowledges and agrees that he has no claims against Employer (or the successor
in-interest to the Employer) or any director, officer, shareholder or agent of
Employer, with respect to any employment matters or termination of employment
(excepting only for accrued salary, accrued vacation leave and reimbursement of
customary business expenses incurred on behalf of the Company, all in the
ordinary course of business).
3. General.
-------
(a) Prior Understandings. This Agreement supersedes and replaces all
--------------------
prior agreements and understandings with respect to severance payments upon
termination of Employee's employment with Employer.
(b) Successors. This Agreement shall bind and inure to the benefit
----------
of the parties' successors, assigns, heirs and legal representatives.
2
(c) Amendments. This Agreement may be modified, amended or
----------
superseded only by a written document signed by both parties.
(d) Tax Withholding. The severance payment to be made pursuant to
---------------
this Agreement will be subject to customary withholding of applicable income and
employment taxes.
(e) Consultation. Employee acknowledges that this Agreement confers
------------
significant legal rights on Employee, and also involves Employee waiving other
potential rights he might have under other agreements and laws. Employee
acknowledges that Employer has encouraged Employee to consult with Employee's
own legal, tax, and financial advisers before signing the Agreement; and that
Employee has had adequate time to do so before signing this Agreement.
(f) Counterparts. This Agreement may be executed in counterparts,
------------
and each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of September 24, 1999.
EMPLOYER
AASTROM BIOSCIENCES, INC., a
Michigan Corporation
By: \s\ R. Douglas Armstrong, Ph.D.
Its: President and CEO
EMPLOYEE
By: \s\ Todd E. Simpson
3