Exhibit 10.2


 





 


March 31,
2010


 


Joel
B. Weinstein


12
Kevin Circle


Framingham,
MA 01701


 


Re:          Amendment to January 3, 2008
Offer Letter


 


Dear
Joel:


 


As we have discussed,
rather than terminating your employment with BioSphere Medical, Inc. (the “Company”)
effective immediately, we have agreed that your employment with the Company
will continue until August 31, 2010, pursuant to
the terms and conditions set forth in this letter (the “Amendment”), so that
you can assist with the orderly transitioning of your duties.  This Amendment shall amend
and supplement the terms of your January 3, 2008 Offer Letter (the “Offer
Letter”) and shall be effective as of March 31, 2010 (the “Effective Date”).  Except as explicitly set
forth below, the terms and conditions of your Offer Letter shall continue in
full force and effect.


 


1.                                 Section 1 of the Offer Letter is
hereby deleted in its entirety and replaced with the following:


 


Employment; Duties;
Termination; Severance. 
Commencing on the Effective Date and continuing until August 31,
2010 (the “Employment Period”), you will continue to be employed by the Company
on a full-time basis as a Corporate Sales and Marketing Analyst, reporting to
the Chief Executive Officer of the Company. 
As of the Effective Date, you will no longer serve as an executive
officer of the Company.  While employed
by the Company, you shall be responsible for the duties as established by the
CEO.  You agree to devote your entire
business time, attention and energies to the business and interests of the
Company, and to abide by the rules, regulations, instructions, personnel
practices and policies of the Company and any changes therein which may be
adopted from time to time by the Company. 
During the Employment Period,
you will continue to receive your base salary and benefits as set forth in Section 2
of the Offer Letter.


 


In the event that (a) you
remain employed by the Company through the Employment Period, or (b) the
Company terminates your employment without Cause (as defined in Section 3.2
of the Offer Letter) prior to the end of the Employment Period, the Company
will pay to you, as
severance pay, an amount equivalent to one (1) month of your current base
salary, provided that (i) following your date of termination, you
execute and return to the Company a severance and release of claims agreement
drafted by and satisfactory to the Company (the “Release Agreement”), and (ii) the
Release Agreement becomes binding and enforceable within 60 calendar days
following your termination date.  The severance
will be paid to you in a lump-sum
payment on the first payroll period following the date upon which the
Release Agreement becomes binding and enforceable.


 

















 


Notwithstanding
the foregoing, in the event that your termination of employment is deemed a
termination without Cause in anticipation of, or within twelve months after, a
Change in Control as set forth in Section 3.1 of the Offer Letter, you
shall not be eligible to receive the severance set forth in this paragraph.


 


If your employment with the Company terminates prior
to the end of the Employment Period for any reason other than a termination by
the Company without Cause, you shall not be eligible to receive the severance
and you shall be entitled to receive only the base salary that you have accrued
but not been paid through your date of termination.


 


Except as provided in this
paragraph, all other payments and benefits provided under the Offer Letter
shall cease following the date of your termination from employment.  In no event will you receive any bonus amount
following your termination of employment, unless you are eligible to receive a
bonus amount pursuant to Section 3.1 of your Offer Letter.


 


2.                                 Section 2.2 of the Offer Letter is
hereby deleted in its entirety.


 


In consideration
of your continued employment with the Company and the severance set forth in
this Amendment, which you acknowledge you would not otherwise be entitled to
receive, you hereby fully, forever, irrevocably and unconditionally release,
remise and discharge the Company, its affiliates, subsidiaries, parent
companies, predecessors, and successors, and all of their respective past and
present officers, directors, stockholders, partners, members, employees,
agents, representatives, plan administrators, attorneys, insurers and fiduciaries
(each in their individual and corporate capacities) (collectively, the “Released
Parties”) from any and all claims, charges, complaints, demands, actions,
causes of action, suits, rights, debts, sums of money, costs, accounts,
reckonings, covenants, contracts, agreements, promises, doings, omissions,
damages, executions, obligations, liabilities, and expenses (including
attorneys’ fees and costs), of every kind and nature that you ever had or now
have against any and all of the Released Parties, including, but not limited
to, any and all claims arising out of or relating to your employment with
and/or separation from the Company, including, but not limited to, all claims
under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.,
the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.,
the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq.,
the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.,
the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. §
2101 et seq., Section 806 of the Corporate and Criminal
Fraud Accountability Act of 2002, 18 U.S.C. 1514(A), the Rehabilitation Act of
1973, 29 U.S.C. § 701 et seq., Executive Order 11246,
Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.,
and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §
1001 et seq., all as amended; all claims arising out of the
Massachusetts Fair Employment Practices Act., Mass. Gen. Laws ch. 151B, § 1 et seq.,
the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the
Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen.
Laws ch. 214, § 1C, the Massachusetts Labor and Industries Act, Mass. Gen. Laws
ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B
(Massachusetts right of privacy law), the Massachusetts Maternity Leave Act,
Mass. Gen. Laws ch. 149, § 105D, and the Massachusetts Small Necessities Leave
Act, Mass. Gen. Laws ch. 149, § 52D, all as 


 

















 


amended; all
common law claims including, but not limited to, actions in defamation,
intentional infliction of emotional distress, misrepresentation, fraud,
wrongful discharge, and breach of contract, including but not limited to claims pursuant to your
Offer Letter (including any claim for benefits resulting from, or in
anticipation of, a change in control); all claims to any non-vested ownership interest
in the Company, contractual or otherwise, and any claim or damage arising out
of your employment with and/or separation from the Company (including a claim
for retaliation) under any common law theory or any federal, state or local
statute or ordinance not expressly referenced above; provided, however, that
nothing in this paragraph prevents you from filing a charge with, cooperating
with, or participating in any proceeding before the Equal Employment
Opportunity Commission or a state fair employment practices agency (except that
you acknowledge that you may not recover any monetary benefits in connection
with any such claim, charge or proceeding).


 


If you agree to this
Amendment, please sign your name in the space provided below.


 


Very
truly yours,


 


	
  /s/ Richard J.
  Faleschini

  	
   

  	
  Dated:

  	
  April 13, 2010

  



 


 


Richard
J. Faleschini


President
and Chief Executive Officer


 


 


I have
carefully read this Amendment, understand the contents herein, freely and
voluntarily assent to all of the terms and conditions hereof, and sign my name
of my own free act.


 


 


	
  /s/ Joel B. Weinstein

  	
   

  	
  Dated:

  	
  April 9, 2010

  
	
  Joel B. Weinstein