exhibit1050_jransomrelease.htm


    Exhibit
      10.50

     

    


     

    GENERAL
      RELEASE AGREEMENT

     

    This
      General Release Agreement (the “Agreement”) is made and entered into by and
      between CYTORI THERAPEUTICS, INC. (Company) and John Ransom.

    


    WHEREAS,
      John Ransom has been employed by CYTORI THERAPEUTICS, INC. as its Vice President
      of Research – Regenerative Cell Technology since December 9, 2005;

    


    WHEREAS,
      for sound business reasons and in the best interests of the Company, the Company
      has decided to end John Ransom’s employment with the Company effective August 2,
      2007;

    


    WHEREAS,
      John Ransom and the Company do not anticipate that there will be any disputes
      between them or legal claims arising out of John Ransom's separation from the
      Company, the parties nevertheless desire to ensure a completely amicable parting
      and to settle fully and finally any and all differences or claims that might
      otherwise arise out of John Ransom's employment with the Company relative to
      the
      termination of his employment;

    


    NOW,
      THEREFORE, in consideration of the mutual promises contained herein, it is
      agreed as follows:

    


    
      	
              1.  

            	
              Separation
                from  Employment Relationship.  The
                employment relationship terminated and ceased as of August 2, 2007
                (Separation Date).

            


    

    


    
      	
              2.  

            	
              Consideration.   In
                consideration of John Ransom agreeing to enter into this General
                Release
                Agreement, CYTORI agrees to pay John Ransom a lump sum of sixty-six
                thousand, six hundred and sixty seven dollars (total =$ 66,667) less
                standard tax and withholding amounts.  It is understood that
                there will be no continuation of any benefits, except in accordance
                with
                applicable law, or additional vesting of stock options beyond the
                Separation Date and/or otherwise provided in connection with the
                1997
                Stock Option and Stock Purchase Plan and/or 2004 Equity Incentive
                Plan
                unless expressly provided herein. John Ransom’s right to exercise stock
                options vested as of the Separation Date shall extend through and
                terminate on December 31, 2007. John Ransom shall also be entitled
                to
                outplacement services under DBM’s outplacement “DBM Select”
                program.

            


    

    


    
      	
              3.  

            	
              Confidentiality.   The
                parties understand and agree that this Agreement, and the matters
                discussed in negotiating its terms, is entirely
                confidential.  It is therefore expressly understood and agreed
                that John Ransom will not reveal, discuss, publish or in any way
                communicate any of the terms, amount or fact of this Agreement to
                any
                person, organization or other entity, except as may be required by
                law and
                except to Employee’s immediate family members and professional
                representatives, who shall be informed of and bound by this
                confidentiality clause. It is also agreed and understood that Company
                may
                make any disclosure of the terms of the Agreement as may be required
                by
                law.

            


    

     

     

    
      	
               4. 
                

            	 Release
              of Claims.  John Ransom, for himself and his heirs,
              successors and assigns, does hereby agree to waive, release, acquit
              and
              forever discharge Company, and Company’s parents, subsidiaries,
              affiliates, and related entities or companies, and all past and present
              officers, directors, shareholders, employees, agents, partners, attorneys,
              heirs, successors, and assigns, (hereinafter “Released Parties”) from any
              and all claims, actions, complaints and causes of action for monetary
              damages (hereinafter collectively referred to as “claims”), of whatever
              nature, whether known or unknown, which exist or may exist on John
              Ransom’s behalf against Released Parties as of the date of this Agreement,
              including but not limited to any and all tort claims, contract claims,
              wage claims, commission claims, bonus claims, overtime claims, wrongful
              termination claims, public policy claims, retaliation claims, statutory
              claims, personal injury claims, emotional distress claims, privacy
              claims,
              defamation claims, fraud claims, and any and all claims arising under
              any
              federal, state or other governmental statute, law, regulation or ordinance
              relating to employment, including but not limited to Title VII of the
              Civil Rights Act of 1964, as amended, the Americans with Disabilities
              Act,
              the Age Discrimination in Employment Act, the Family and Medical Leave
              Act, the Fair Labor Standards Act, the Employee Retirement Income Security
              Act, the California Labor Code, and the California Fair Employment
              and
              Housing Act covering discrimination in employment, including race,
              color,
              religious creed, national origin, ancestry, physical or mental disability,
              medical condition, marital status, military status, family care leave,
              pregnancy, sex, sexual orientation, age, and harassment or retaliation.
              Limitation of Release-Notwithstanding the foregoing, none of the
              terms of this Agreement shall be construed so as to release those rights
              which as a matter of law or public policy cannot be waived, including
              but
              not limited to unwaivable rights or claims the Employee may have under
              the
              California Labor Code, California Fair Employment and Housing Act,
              or with the U.S. Equal Employment Opportunity Commission, provided
              that
              Employee agrees not to seek any monetary damages or other relief in
              any
              such proceeding.


    

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              5.  
                

            	
              Waiver
                of Rights Under Section 1542.  It is further
                understood and agreed that John Ransom hereby expressly waives and
                relinquishes any and all claims, rights or benefits that he may have
                under
                California Civil Code section 1542, which provides as
                follows:

            


      	 	
               

              “A
                general release does not extend to claims which the creditor does
                not know
                or suspect to exist in him favor at the time of executing the release
                which if known by he must have materially affected him settlement
                with the
                debtor.”

               

            


      	 	 In
              connection with such waiver and relinquishment, John Ransom acknowledges
              that he may hereafter discover claims or facts in addition to or different
              from those which he now knows or believes to exist with respect to
              the
              matters released herein, and he expressly agrees to fully, finally
              and
              forever settle and release any and all claims, known or unknown, suspected
              or unsuspected, which exist or may exist on him behalf against the
              Released Parties at the time of execution of this Agreement, including,
              but not limited to, any and all claims relating to or arising from
              him
              employment with Company or the termination of that
              employment.


    

     

    


    
      	
              6.  
                

            	
              Continuing
                Obligations Regarding Confidential or Proprietary
                Information. John Ransom agrees to abide by all the surviving
                provisions of the Employment, Confidentiality and Assignment of Inventions
                Agreement which he executed on December 19, 2005, including but not
                limited to, promises to protect all confidential and proprietary
                information of Company.

            


    

     

    
      	
               7.  

            	 Release
              of Age Discrimination Claims.  In addition to the
              Release in Section 4 above, John Ransom agrees to the release of all
              known
              and unknown claims, including expressly the waiver of any rights or
              claims
              arising out of the Federal Age Discrimination in Employment Act (“ADEA”)
              29 U.S.C.  § 621, et seq., and in connection with such
              waiver: 
	 	
               a.  

            	 John
              Ransom is hereby advised to consult with an attorney prior to signing
              this
              Agreement.
	 	
               b.  

            	 John
              Ransom shall have a period of forty-five (45) days from the date of
              receipt of this Agreement in which to consider the terms of the
              Agreement.  John Ransom may at his option execute this Agreement
              at any time during the 45-day period.
	 	
               c.  
                

            	 John
              Ransom may revoke this Agreement at any time during the first seven
              (7)
              days following his execution of this Agreement, and this Agreement
              shall
              not be effective or enforceable until the seven-day period has
              expired.


    

     

     

    
      	
              8.  
                

            	
              Employer
                Property And Trade Secrets.  John Ransom will
                return to Company any and all of its property and documents which
                he may
                have in his possession. Including but not limited to the
                following:

            


    

    


    
      	
              ·  

            	
              Any
                proprietary devices and equipment, cameras, video equipment
                etc.

            


    

    
      	
              ·  

            	
              Any
                Company information, including electronic files, hard copies
                etc.

            


    

    


    John
      Ransom further agrees never to disclose to any person or entity any confidential
      or proprietary information of or about Company, except upon the express
      authorization and consent of Company.

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	
              9.  
                

            	
              Non-Disparagement.  John
                Ransom agrees that he will not at any time defame, disparage or impugn
                the
                reputation of Company or any employees of Company in any future
                communications with any third-party or entity.  “Disparage,” as
                used in this Agreement, means to make any statement, written or oral,
                that
                casts the Company in a negative light of any kind, or implies or
                attributes any negative quality to the
                Company.

            


    

    


    
      	
              10. 
                

            	
              COBRA.  John
                Ransom hereby acknowledges that Company has advised him that pursuant
                to
                the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA)
                he has
                a right to elect continued coverage under Company’s group health plan, at
                his own expense, for a period of eighteen months from the date of
                his
                termination.

            


    

    


    
      	
              11. 
                

            	
              Ownership
                of Claims.  John Ransom represents
                and warrants that he is the sole and lawful owner of all rights,
                title and
                interest in and to all released matters, claims and demands as herein
                contained and that there has been no assignment or other transfer
                of any
                interest of any claim or demand which he may have against
                Company.

            


    

    


    
      	
              12. 
                

            	
              Successors
                and Assigns.  It is further
                expressly understood and agreed by John Ransom that this Agreement
                and all
                of its terms shall be binding upon each party’s respective
                representatives, heirs, executors, administrators, successors and
                assigns.

            


    

    


    
      	
              13. 

            	
              No
                Admission Of Wrongdoing. This Agreement shall not in any way
                be construed as an admission by the released parties of any acts
                of
                wrongdoing whatsoever against John Ransom or any other
                person.

            


    

    


    
      	
              14. 

            	
              Entire
                Agreement. This General Release Agreement sets forth the
                entire agreement between the parties hereto, and fully supersedes
                any and
                all prior agreements or understandings between the parties hereto
                pertaining to the subject matter
                hereof.

            


    

    


    
      	
              15. 
                

            	
              Venue.
                Any proceeding brought to enforce this agreement shall be brought
                in San
                Diego Co., CA.

            

 

    
      	
               16.  


            	 Construction.  If
              any provision herein shall be deemed void, invalid, unenforceable,
              or
              otherwise stricken, in whole or in part, this Agreement shall be deemed
              amended to delete or modify, as necessary, the offending provision
              or
              provisions and to alter the bounds thereof in order to render it valid
              and
              enforceable. The parties hereby agree to substitute a valid provision
              that
              will most closely approximate the economic/legal effect and intent
              of the
              invalid provision. The parties agree to execute any additional documents
              that may reasonably be necessary to effectuate the purposes of this
              agreement.


    

              


    I
      HAVE
      READ AND CAREFULLY CONSIDERED THIS GENERAL RELEASE AGREEMENT, AND I HAVE HAD
      A
      REASONABLE PERIOD OF TIME TO CONSIDER THIS AGREEMENT PRIOR TO
      SIGNING.  COMPANY HAS INDICATED THAT I AM FREE TO DISCUSS THIS
      AGREEMENT WITH MY FAMILY AND HAVE IT REVIEWED BY MY ATTORNEY PRIOR TO SIGNING
      IF
      I SO DESIRE. I AM SIGNING THIS AGREEMENT FREELY AND VOLUNTARILY.

    


    


    Signed:
      /s/ John
      Ransom                                                                           

    John
      Ransom

    Date:
      August 6, 2007

    
 

    CYTORI
      THERAPEUTICS, INC.

    Signed:
      /s/ Christopher J.
      Calhoun                                                                           

    CHRISTOPHER
      J. CALHOUN

    CEO

    Date: August 13, 2007

    
 

    
      
        
        

      

      
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