Re: Change in Control Agreement (August 18th, 2006)
This letter sets forth certain protections with respect to your employment with LifeCell Corporation ("LifeCell" or the "Company") being afforded to you in connection with your employment. We believe that it is imperative that the Company be able to rely upon you to continue in your position in the event the Company receives any proposal from a third party concerning a possible business combination with, or acquisition of equity securities of, the Company, and for the Company to be able to receive and rely upon your advice as to the best interests of the Company and its shareholders without concern that you might be distracted by the personal uncertainties and risks created by such a proposal. Accordingly, we wish to provide you with certain benefits following your loss of employment after or by reason of a Change in Control.
Severance Benefits (August 18th, 2006)
This letter will serve to memorialize LifeCell Corporation's agreement to provide you with certain severance payments in the event that your employment is terminated by LifeCell Corporation ("LifeCell") without Cause (as defined below).