Exhibit 10.1


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement is made on June 12, 2008 by and between Crdentia Corp, a
Delaware Corporation (the “Company”), and Jean Stewart (“Executive”).


 


1.   POSITION AND RESPONSIBILITIES


 


Position. Executive is employed by the Company to
render services to the Company in the position of Chief Operating Officer. Executive
shall perform such duties and responsibilities as are normally related to such
position in accordance with the standards of the industry and any additional
duties now or hereafter assigned to Executive by the Company. To the extent not
inconsistent with the express terms of this Agreement, Executive shall abide by
the rules, regulations, and practices for the Company’s senior management as
adopted or modified from time to time in the Company’s sole discretion.


 


Other
Activities. Except
upon the prior written consent of the Company, Executive will not, during the
term of this Agreement, (i) accept any other employment, or (ii) engage,
directly or indirectly, in any other business activity (whether or not pursued
for pecuniary advantage) that interferes with Executive’s duties and
responsibilities hereunder or create a conflict of interest with Company.


 


No Conflict.
Executive represents and
warrants that Executive’s execution of this Agreement, Executive’s employment
with the Company, and the performance of Executive’s proposed duties under this
Agreement shall not violate any obligations Executive may have to any other
employer, person or entity, including any obligations with respect to
proprietary or confidential information of any other person or entity.


 


2.   COMPENSATION AND BENEFITS


 


Base Salary.
In consideration of
the services to be rendered under this Agreement, the Company shall pay
Executive a salary at an annual rate of Two Hundred Twenty Five Thousand
Dollars ($225,000) per year (“Base Salary”). The Base Salary shall be paid in
accordance with the Company’s regularly established payroll practice. Executive’s
Base Salary will be reviewed from time to time in accordance with the
established procedures of the Company for adjusting salaries for similarly
situated employees and may be adjusted in the sole discretion of the Company;
provided, however, that the Company may not reduce Executive’s Base Salary
unless the base salaries of all executive employees holding the position of
Vice President or above are reduced by the same percentage as Executive’s Base
Salary.


 


Benefits. Executive shall be entitled to three (3) weeks
paid vacation per anniversary year to be taken at such time as agreed between
the Company and the Executive. Executive shall be eligible to participate in
the benefits made generally available by the Company to similarly-situated
executives, in accordance with the benefit plans established by the Company,
and as may be amended from time to time in the Company’s sole discretion.


 


Stock. 600,000 Shares of Stock Grant or Stock Option
as chosen by Executive. Terms and conditions of such as outlined in the
separate Stock Agreement.


 

















 


Expenses. The Company shall reimburse Executive for
reasonable business expenses incurred in the performance of Executive’s duties
hereunder in accordance with the Company’s expense reimbursement guidelines and
it is understood; that at least initially you will commute from Tucson, Arizona
to Dallas, Texas.


 


3.   TERMINATION
BY COMPANY


 


Termination
for Cause. The
Company may terminate this Agreement for cause. For purposes of this Agreement,
“For Cause” shall mean:  (i) Executive
is indited for or charged with a felony crime involving dishonesty, breach of
trust, or physical harm to any person; (ii) Executive willfully engages in
conduct that is in bad faith and materially injurious to the Company, including
but not limited to, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive
commits a material breach of this Agreement, which breach (if curable) is not
cured within thirty days after written notice to Executive from the Company; (iv) Executive
willfully refuses to implement or follow a lawful policy or directive of the
Company (communicated to the Executive by the Company’s President or Chief
Executive Officer) that is consistent with the terms of this Agreement, which
breach is not cured within thirty days after written notice to Executive from
the Company; or (v) Executive engages in misfeasance or malfeasance
demonstrated by a pattern of failure to perform job duties diligently and
professionally, which failure (if curable) is not cured within thirty days
after written notice to Executive from Company. Except for the notices required
above, the Company may terminate Executive’s employment For Cause at any time,
without any advance notice. The Company shall pay Executive all compensation to
which Executive is entitled up through the date of termination, subject to any
other rights or remedies of the Company under law; and thereafter all
obligations of the Company under this Agreement, shall cease.


 


Termination
without Cause. In the
event your employment is terminated without cause, the Company shall pay to
Executive the Executive’s Annual Base Salary paid in installments (over a 12
month period) in accordance with the Company’s regularly established payroll
practices. Executive’s eligibility for severance is conditioned on Executive
having first signed a Release Agreement in a mutually satisfactory form. Thereafter
all obligations of the Company or its successor under this Agreement, shall
cease.


 


4.   TERMINATION
BY EXECUTIVE


 


At-Will
Termination by Executive. Executive may terminate employment with the Company at any time for any
reason or no reason at all, upon four weeks’ advance written notice. During
such notice period, Executive shall continue to diligently perform all of
Executive’s duties hereunder. The Company shall have the option, in it’s sole
discretion, to make Executive’s termination effective at any time prior to the
end of such notice period as long as the Company pays Executive all
compensation to which Executive is entitled up through the last day of the four
week notice period. Thereafter all obligations of the Company, shall cease.


 


Termination
for Good Reason. Executive’s
termination shall be for “Good Reason”  if Executive provides written
notice to the Company of the Good Reason within thirty days of the event
constituting Good Reason and provides the Company with a period of thirty days
to cure the event constituting Good Reason and the Company fails to cure the
Good Reason within the period. For purposes of this Agreement, “Good 


 

















 


Reason” shall mean any of the following events, if
such event is effected by the Company which materially reduces Executive’s
level of responsibility; (ii) a reduction in Executive’s Base Salary,
except for reductions in accordance with Section 2(a) hereof; (iii) material
breach of this Agreement by the Company. In such event Executive may terminate
his employment for Good Reason, in which case the Company shall pay the
Executive’s Annual Base Salary paid in installments (over a 12 month period) in
accordance with the Company’s regularly established payroll practices. Executive’s
eligibility for severance is conditioned on Executive and the Company having
first signed a Release Agreement in a mutually satisfactory form. Thereafter
all obligations of the Company or its successor under this Agreement, shall
cease.


 


5.   TAXES


 


All amounts payable to
Executive under this Agreement (including, without limitation, Executive’s Base
Salary and any bonuses and separation pay) shall be paid less all applicable
state and federal tax withholdings and any other withholdings required by any
applicable jurisdiction.


 


6.   TERMINATION
OBLIGATIONS


 


Return of
Property. Executive
agrees that all property (including, without limitation, all equipment,
tangible proprietary information, documents, records, notes, contracts and
computer-generated materials) furnished to or created or prepared by Executive
incident to Executive’s employment belongs to the Company and shall be promptly
returned to the Company upon termination of Executive’s employment.


 


Resignation
and Cooperation. Upon
termination of Executive’s employment, Executive shall be deemed to have
resigned from all offices and directorships then held with the Company. Following
any termination of employment, Executive shall cooperate with the Company in
the winding up of pending work on behalf of the company and the orderly
transfer of work to other employees. Executive shall also cooperate with the
Company, at the Company’s expense, in the defense of any action brought by any
third party against the Company that relates to Executive’s employment by the
Company.


 


7.   AMENDMENTS;
WAIVERS; REMEDIES


 


This Agreement may not be
amended or waived except by a writing signed by Executive and by a duly
authorized representative of the Company other than Executive. Failure to
exercise any right under this Agreement shall not constitute a waiver of such
right. Any waiver of any breach of this Agreement shall not operate as a waiver
of any subsequent breaches. All rights or remedies specified for a party herein
shall be cumulative and in addition to all other rights and remedies of the
party hereunder or under applicable law.


 


8.   INTERPRETATION


 


This Agreement shall be
construed as a whole, according to its fair meaning, and not in favor or
against any party. Sections and section headings contained in this Agreement
are for reference purposes only, and shall not affect in any manner the 


 

















 


meaning or interpretation of
this Agreement. Whenever the context requires, references to the singular shall
include the plural and the plural the singular.


 


9.   AUTHORITY


 


Each party represents and
warrants that such party has the right, power and authority to enter into and
execute this Agreement and to perform and discharge all of the obligations
hereunder; and that this Agreement constitutes the valid and legally binding
agreement and obligation of such party and is enforceable in accordance with
its terms.


 


10.   ENTIRE
AGREEMENT


 


This Agreement is intended
to be the final, complete, and exclusive statement of the terms of Executive’s
employment by the Company and may not be contradicted by evidence of any prior
or contemporaneous statements or agreements, except for agreements specifically
referenced herein (including the Proprietary Information Agreement). To the extent
that the practices, policies or procedures of the Company, now or in the
future, apply to Executive and are inconsistent with the terms of this
Agreement, the provisions of this Agreement shall control. Any subsequent
change in Executive’s duties, position, or compensation will not affect the
validity or scope of this Agreement.


 


11.  EXECUTIVE ACKNOWLEDGEMENT


 


Executive acknowledges that
Executive has had the opportunity to consult legal counsel concerning this
agreement, that Executive has read and understands this Agreement, that
executive is fully aware of its legal effect, and that Executive has entered
into this Agreement freely based on Executive’s own judgment and not on any
representations or promises other than those contained in this Agreement.


 


IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first written above.


 


	
  CRDENTIA
  CORPORATION

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
  By:

  	
      /S/
  John B. Kaiser

  	
   

  	
  By:

  	
     /S/ Jean
  H. Stewart

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  John B. Kaiser

  	
   

  	
  Name:

  	
  Jean H. Stewart

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
  Title:

  	
   COO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  June 12, 2008

  	
   

  	
  Date:

  	
  June 12, 2008