REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT is made and entered into as of the 25th day
of June, 2003 by and between Apheresis Technologies Technologies Inc. ("ATI")
and Vascular Sciences Corporation ("VSC").
W I T N E S S E T H :
WHEREAS, ATI employs and compensates ▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") and ▇▇▇
▇▇▇▇▇▇ ("▇▇▇▇▇▇") as full-time employees; and
WHEREAS, Cornish and ▇▇▇▇▇▇ spend substantial amounts of their working
time providing services on behalf of VSC; and
WHEREAS, the parties desire to reduce to writing the arrangement by which
VSC reimburses ATI for such services.
NOW, THEREFORE, in consideration of the premises and the covenants
contain, the parties agree as follows:
1. Reimbursement. Subject to the limitations set forth in this
Agreement, VSC will reimburse ATI for 80% of all remuneration (including
without limitation salary, benefits, bonus, severance, etc.) paid by ATI to
Cornish and ▇▇▇▇▇▇. Such reimbursement shall be payable to ATI within 7 days of
receiving a summary of monthly reimburseable costs incurred by ATI for Cornish
and ▇▇▇▇▇▇. All amounts paid to ATI hereunder shall promptly be used to pay
compensation or benefits, as appropriate, to or on behalf of Cornish and ▇▇▇▇▇▇.
2. Cornish. VSC's reimbursement with respect to Cornish shall be based
upon an annual salary level for Cornish of $100,000 (ie. $80,000 annually
reimburseable by VSC). In addition, Cornish shall be eligible to participate in
a VSC bonus plan that is currently being developed. VSC shall not be obliged to
reimburse ATI for any portion of a bonus paid other than in accordance with
such bonus plan.
3. ▇▇▇▇▇▇. VSC's reimbursement with respect to ▇▇▇▇▇▇ shall be based
upon an annual salary level for ▇▇▇▇▇▇ of $52,500 (ie. $42,000 annually
reimburseable by VSC). In addition, ▇▇▇▇▇▇ shall be eligible for payment of up
to $2,500 ($2,000 reimburseable by VSC) as part of a VSC bonus plan that is
currently being developed. VSC shall not be obligated to reimburse ATI for any
portion of a bonus paid other than in accordance with such bonus plan.
4. Term; Termination. This Agreement shall be effective as of June 25,
2003, and shall continue in force for a period of three years. Notwithstanding
the foregoing, either party may terminate this agreement on 30 days' prior
written notice.
5. Severance. In the event that VSC ceases to use the services of
Cornish and/or ▇▇▇▇▇▇ or terminates this agreement other than for cause, VSC
will reimburse ATI $40,000 as severance for Cornish if Cornish's services are
no longer used or the agreement is terminated and $21,000 as severance for
▇▇▇▇▇▇ if ▇▇▇▇▇▇'▇ services are no longer used or the agreement is terminated,
in addition to any other amounts due hereunder as of the date of termination.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed,
as of the date first above written.
Vascular Sciences Corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Apheresis Technologies Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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