Exhibit 10.12


    
      

    


    Exhibit
      10.12 First
      Amendment to the LifeCell Corporation Equity Compensation Plan

    


    


    WHEREAS,
      Board of Directors of LifeCell Corporation (the “Company”) heretofore
      established the LifeCell Corporation Equity Compensation Plan (the “Plan”);
      and

    


    WHEREAS,
      the Board of Directors desires to amend the Plan to (i) provide for the award
      of
      restricted stock units and (ii) conform the date for determining fair market
      value under the Plan with new Executive Compensation and Related Person
      Disclosure rules promulgated by the Securities and Exchange Commission;
      and

    


    WHEREAS,
      Section 19 of the Plan authorizes the Board of Directors to amend the Plan;
      

    


    NOW,
      THEREFORE, the Plan is hereby amended, effective January 1, 2007, as
      follows:

    


    1.    
The
      definition of “Fair Market Value” in Section 2 of the Plan is hereby amended in
      its entirety, to read as follows:

    


    “Fair
      Market Value” means, as of any date, the value of Common Stock determined as
      follows: 

    


    (i)    if
      the
      Common Stock is listed on any established stock exchange or a national market
      system, including without limitation the Nasdaq National Market or The Nasdaq
      SmallCap Market of The Nasdaq Stock Market, the Fair Market Value of a Share
      of
      Common Stock shall be the closing sales price of a Share of Common Stock as
      quoted on such exchange or system for such date (or the most recent trading
      day
      preceding such date if there were no trades on such date), as reported in The
      Wall Street Journal or such other source as the Committee deems
      reliable;

    


    (ii)   if
      the
      Common Stock is regularly quoted by a recognized securities dealer but is not
      listed in the manner contemplated by clause (i) above, the Fair Market Value
      of
      a Share of Common Stock shall be the mean between the high bid and low asked
      prices for the Common Stock for such date (or the most recent trading day
      preceding such date if there were no trades on such date), as reported in The
      Wall Street Journal or such other source as the Committee deems reliable;
      or

    


    (iii)   
        if
      neither clause (i) above nor clause (ii) above applies, the Fair Market Value
      shall be determined in good faith by the Committee.

     

    2.
    The
      definition of “Stock Award” in Section 2 of the Plan is hereby amended in its
      entirety, to read as follows:

    


    “Stock
      Award” means an Award of Shares pursuant to Section 12 of the Plan or an award
      of Restricted Stock Units pursuant to Section 12A of the Plan.

    


    3.
    The
      words
“under this Section 12” are hereby added immediately after the words “Stock
      Awards” and “Stock Award,” respectively, in the last sentence of the first
      paragraph of Section 12 of the Plan and in the first place the latter term
      is
      used in Section 12(a) of the Plan.

    


    4.    
A
      new
      Section 12A is hereby added to the Plan, to read as follows:

    


    12A.   
      Restricted
      Stock Units. The Committee may, in its sole discretion, grant Restricted Stock
      Units to a Service Provider subject to such terms and conditions as the
      Committee sets forth in a Stock Award Agreement evidencing such grant.
“Restricted Stock Units” are Awards denominated in units evidencing the right to
      receive Shares of Common Stock, which may vest over such period of time and/or
      upon satisfaction of such performance criteria or objectives as is determined
      by
      the Committee at the time of grant and set forth in the applicable Stock Award
      Agreement, without payment of any amounts by the Stock Awardee thereof (except
      to the extent required by law). Prior to delivery of shares of Common Stock
      with
      respect to an award of Restricted Stock Units, the Stock Awardee shall have
      no
      rights as a stockholder of the Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Upon
      satisfaction and/or achievement of the applicable vesting requirements relating
      to an award of Restricted Stock Units, the Stock Awardee shall be entitled
      to
      receive a number of shares of Common Stock that are equal to the number of
      Restricted Stock Units that became vested. To the extent, if any, set forth
      in
      the applicable Stock Award Agreement, cash dividend equivalents may be paid
      during, or may be accumulated and paid at the end of, the applicable vesting
      period, as determined by the Committee. 

    


    Unless
      otherwise provided by the Stock Award Agreement, any Restricted Stock Units
      granted to a Service Provider pursuant to the Plan shall be forfeited if the
      Stock Awardee terminates employment or his or her consultancy arrangement with
      the Company or its subsidiaries terminates for any reason prior to the
      expiration or termination of the applicable vesting period and/or the
      achievement of such other vesting conditions applicable to the award.


    


    Prior
      to
      the delivery of any shares of Common Stock in connection with an award of
      Restricted Stock Units, the Stock Awardee shall pay or make adequate provision
      acceptable to the Company for the satisfaction of the statutory minimum
      prescribed amount of federal and state income tax and other withholding
      obligations of the Company, including by having the Company withhold from the
      number of shares of Common Stock otherwise deliverable in connection with an
      award of Restricted Stock Units, a number of shares of Common Stock having
      a
      Fair Market Value equal to an amount sufficient to satisfy such tax withholding
      obligations. 

    


    


    Except
      as
      amended hereby, the Plan shall remain in full force and effect.

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Amendment as evidence of
      its
      adoption by the Board of Directors of the Company on the 21st day of December,
      2006.

    


    


    
      	 	
              LIFECELL
                CORPORATION

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Paul Thomas

            	
            
	 	 	 
	 	
              Title:

            	
              Chairman
                and CEO

            	
            
	 	 	 
	 	
              Date:

            	
              12-21-06

            	
            


    

    


    WITNESS:

    


    /s/
      Steven Sobieski

    V.P
&
      CFO