Exhibit 10.2


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (“Agreement”) is made between BioLife Solutions Inc., a Delaware corporation (“Employer” or the
“Company”), and Karen Foster (“Executive”). Executive and the Company are sometimes referred to herein
as the “Parties.” The effective date of this Agreement is April 13, 2016, Executive’s first day of employment
with the Company.


 


RECITALS


 


A.            Employer
is in the business (the “Business”) of manufacturing and marketing proprietary biopreservation media for cells, tissues,
and organs and smart shippers and a cloud hosted application for cold chain logistics of time and temperature sensitive biologic
materials.


 


B.            Employer
desires to obtain the services of Executive, in which capacity Executive has access to Employer’s Confidential Information
(as hereinafter defined), and to obtain assurance that Executive will protect Employer’s Confidential Information and will
not compete with Employer or solicit its customers or its other employees during the term of employment and for a reasonable period
of time after termination of employment pursuant to this Agreement, and Executive is willing to agree to these terms.


 


C.            Executive
desires to be assured of the salary and other benefits provided for in this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree as follows:


 


1.           Employment.


 


a.        Employer
hereby employs Executive, and Executive agrees to be employed as Vice President, Operations, in accordance with the terms and conditions
set forth in this Agreement. Changes may be made from time to time by Employer / the Board in its sole discretion to the duties,
authorities, reporting relationships and title of Executive.


 


b.        Executive
will devote full time, attention, and best efforts to achieving the purposes and discharging the responsibilities of the position
of Vice President, Operations. Executive will comply with all rules, policies and procedures of Employer as modified from time
to time, including without limitation, rules and procedures set forth in the Employer’s employee handbook, supervisor’s
manuals and operating manuals. Executive will perform all of Executive’s responsibilities in compliance with all applicable
laws and will ensure that the operations that Executive manages are in compliance with all applicable laws. During Executive’s
employment, Executive will not engage in any other business activity which, in the reasonable judgment of the Employer, conflicts
with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit or other pecuniary
advantage.


 




     


     


    

 


c.        Nothing
herein shall preclude Executive from: (1) continuing to serve on the board of directors or trustees of any business corporation
or any charitable organization on which she currently serves and which is identified on Exhibit A hereto, or (2) subject to the
prior approval of the Board, appointment to any additional directorships or trusteeships, or (3) serving in an advisory role for
other business entities, provided in each case, and in the aggregate, that such activities do not interfere with the performance
of Executive’s duties hereunder or conflict with Section 9 of this Agreement.


 


2.           Term
of Employment. The term of employment (“Term”) will not be for a definite period, but rather continue indefinitely
until terminated in accordance with the terms and conditions of this Agreement.


 


3.           Compensation.
For the duration of Executive’s employment hereunder, the Executive will be entitled to compensation which will be computed
and paid pursuant to the following subparagraphs.


 


a.        Base
Salary. Employer will pay to Executive a base salary (“Base Salary”) at an annual rate of two hundred eighty five
thousand Dollars ($285,000.00), payable in such installments (but in no event less than monthly), subject to withholdings and deductions
as required or permitted by law, as is Employer’s policy with respect to other employees. Executive’s Base Salary will
be reviewed periodically by the Board of Directors of Employer during the term of Executive’s employment and may be adjusted
in the sole discretion of the Board of Directors based on such review, but will not be reduced by Employer unless a material adverse
change in the financial condition or operations of Employer has occurred or unless Executive’s responsibilities are altered
to reflect less responsibility.


 


4.           Other
Benefits.


 


a.        Certain
Benefits. Executive will be eligible to participate in all employee benefit programs established by Employer that are applicable
to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’s
position and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance
of any such plan.


 




     


     


    

 


b.        Vacations,
Holidays and Expenses. Executive will be provided accrued paid vacation of three (3) weeks each calendar year, which shall
be the maximum number of days Executive may accrue at any time, and which shall be taken at such times as are consistent with Executive’s
responsibilities hereunder. Executive will be provided such holidays and vacation as Executive makes available to its management
level employees generally. Employer will reimburse Executive in accordance with company policies and procedures for reasonable
expenses necessarily incurred in the performance of duties hereunder against appropriate receipts and vouchers indicating the specific
business purpose for each such expenditure. In no case shall any reimbursement be made later than December 31 of the year following
the calendar year in which such expense is incurred.


 


c.        Right
of Set-off. By accepting this Agreement, Executive consents to a deduction from any amounts Employer owes Executive from time
to time (including amounts owed to Executive as wages or other compensation, fringe benefits, or vacation pay, as well as any other
amounts owed to Executive by Employer), to the extent of the amounts Executive owes to Employer. Whether or not Employer elects
to make any set-off in whole or in part, if Employer does not recover by means of set-off the full amount Executive owes it, calculated
as set forth above, Executive agrees to pay immediately the unpaid balance to Employer.


 


5.           Termination
Or Discharge By Employer.


 


a.        For
Cause. Employer will have the right to immediately terminate Executive’s services and this Agreement for Cause. “Cause”
means the Employer’s belief that any of the following has occurred:


 


(i)          any
breach of this Agreement by Executive, including, without limitation, breach of Executive’s covenants in Sections 9, 10,
11 and 12;


 


(ii)         any
failure to perform assigned job responsibilities that continues unremedied for a period of ten (10) days after written notice to
Executive by Employer;


 


(iii)        Executive’s
malfeasance or misconduct in connection with Executive’s duties hereunder or any act or omission of Executive which is materially
injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates,


 


(iv)        commission
of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor;


 


(v)         the
Employer’s reasonable belief that Executive engaged in a violation of any statute, rule or regulation, any of which in the
judgment of Employer is harmful to the Business or to Employer’s reputation;


 


(vi)        the
Employer’s reasonable belief that Executive engaged in unethical practices, dishonesty or disloyalty;


 




     


     


    

 


(vii)       or
any reason that would constitute Cause under the laws the State of Washington.


 


Upon termination
of Executive’s employment hereunder for Cause, the Company shall pay the Executive no later than fourteen (14) days from
the termination date in a lump sum: (i) her salary through the date of termination, (ii) for any unused vacation time,
and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy
on business expenses. Executive will have no rights to any unvested benefits or any other compensation or payments after the termination
date.


 


b.        Due
to Death or Disability. Employer will have the right to immediately terminate Executive’s services and this Agreement
due to death or disability. For purposes of this Agreement, “disability” means the incapacity or inability of Executive,
whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer
and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement,
with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer will be required)
for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days during any period of twelve (12) months, or
such longer period as may be required under disability law.


 


Upon termination
of Executive’s employment hereunder due to death or disability, the Company shall pay the Executive no later than sixty (60)
days from the termination date in a lump sum: (i) her salary through the date of termination, (ii) for any unused vacation
time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current
policy on business expenses. Upon termination of Executive’s employment hereunder due to death or disability, Executive or
Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any
vested compensation required to be paid by law. Executive and Executive’s estate will have no rights to any unvested benefits
or any other compensation or payments after the termination date.


 


c.        Without
Cause. Employer may terminate Executive’s employment under this Agreement without cause and without advance notice; provided,
however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein
shall govern), no later than sixty (60) days from the termination date in a lump sum:


 


		(i)	(i) her salary through the date of termination, (ii) for
any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s
then current policy on business expenses.



 




     


     


    

 


		(ii)	severance pay of (i) three (3) months’ worth of Executive’s
salary at the rate in effect on the termination date. Such payments will be subject to all appropriate deductions and withholdings.
Upon termination, Executive will have no rights to any unvested benefits or any other compensation.



 


Executive shall
only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive
have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually
acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party
from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release
claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to her
status as a shareholder of the Company.


 


d.        Change
in Control. For purposes of this Agreement, Change in Control shall mean the occurrence of any of the following events:


 


(i)          Any
“Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or
becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding
voting securities without the approval of the Board of Directors of the Company, unless the Board of Directors specifically
designates such acquisition to be a change of control; or


 


(ii)         A
merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%)
of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.


 


(iii)        Employer
may terminate Executive’s employment under this Agreement upon or within 90 days following a Change in Control without advance
notice; provided, however, that Employer will pay, no later than sixty (60) days from the termination date in a lump
sum:


 




     


     


    

 


		(a)	(i) her salary through the date of termination, (ii) for
any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s
then current policy on business expenses.



 


		(b)	as severance pay, twelve (12) months’ worth of Executive’s
salary at the rate in effect on the termination date.



 


Such payments
will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested
benefits or any other compensation.


 


(ii)         Executive
shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive
have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually
acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party
from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release
claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to her
status as a shareholder of the Company.


 


6.         No
Fault Termination By Executive. Executive may terminate Executive’s employment under this Agreement for any reason provided
that Executive gives Employer at least ninety (90) days’ notice in writing. Employer may, at its option, accelerate such
termination date to any date at least two weeks after Executive’s notice of termination. Employer may also, at its option,
relieve Executive of all duties and authority after notice of termination has been provided. All compensation, payments and unvested
benefits will cease on the termination date.


 


7.         Termination
By Executive for Good Reason. Executive’s employment pursuant to this Agreement shall terminate in the event Executive
shall determine that there is “Good Reason” to terminate her employment, which shall mean the following:


 


a.           Employer’s
material breach of the terms of this Agreement or any other written agreement between Executive and Employer;


 


b.           the
assignment to Executive of any duties that are substantially inconsistent with or materially diminish Executive’s position
prior to execution of this Agreement;


 


c.           a
material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all
Company employees; or


 


d.           any
failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company;


 




     


     


    

 


Provided that Executive has provided
with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) days following
the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction
or requirement under Subsections a, b, c and d, above, after Executive provides Employer written notice of the actions or omissions
constituting such breach, assignment, reduction or requirement.


 


If Executive
resigns her employment for Good Reason, Executive shall be paid no later than sixty (60) days from the termination date in a lump
sum:


 


		a.	(i) her salary through the date of termination, (ii) for
any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under Employer’s
then current policy on business expenses.



 


		b.	severance pay of (i) three (3) months’ worth
of Executive’s salary at the rate in effect on the termination date. Such payments will be subject to all appropriate deductions
and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any other compensation.



 


Executive shall
only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executive
have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually
acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party
from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release
claims relating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to her
status as a shareholder of the Company.


 


8.         Return
of Company Property. Upon termination of this Agreement or upon request of the Company, Executive shall deliver to the
Corporation all property, documents and materials pertaining to the Company’s business including, but not limited to, memoranda,
notes, records, drawings, manuals, disks, copies, representations, extracts, summaries and analyses, all inventory, demonstration
units, and any other property, documents or media of the Corporation, and all equipment belonging to the company, including but
not limited to corporate cards, access cards, office keys, office equipment, laptop and desktop computers, cell phones and other
wireless devices, thumb drives, zip drives and all other media storage devices.


 


9.         Covenant
Not To Compete. During Executive’s employment by Employer and for a period expiring one (1) year after the termination
of Executive’s employment for any reason, Executive covenants and agrees that Executive will not:


 




     


     


    

 


a.        Directly,
indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by, participate in, or be connected,
in any manner, with the ownership, management, operation or control of any business that competes with the Business or that competes
with Employer or any of its affiliates or that is engaged in any type of business which, at any time during Executive’s employment
with Employer, Employer or any of its affiliates planned to develop;


 


b.        Hire,
offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of Employer or
any of its affiliates to alter or discontinue a relationship with Employer or to do any act that is inconsistent with the interests
of Employer or any of its affiliates;


 


c.        Directly
or indirectly solicit, divert, take away or attempt to solicit, divert or take away any customers of Employer or any of its affiliates;
or


 


d.        Directly
or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Employer or any of its affiliates
to alter or discontinue its relationship with Employer or any of its affiliates.


 


For the purposes of
this Section 9, businesses that are deemed to compete with Employer include, without limitation, businesses engaged in manufacturing
and marketing biopreservation media for cells, tissues, and organs and cold chain management products and services for time and/or
temperature sensitive biologic material. The geographic scope of the prohibitions in this Section 9 shall be any city, town or
county in which the Company conducts or does any business as of or within one (1) year of Executive’s last day of employment
with the Company. Notwithstanding Executive’s obligations under this Section 9, Executive will be entitled to own, as a passive
investor, up to five percent (5%) of any publicly traded company without violating this provision.


 


Employer and Executive
agree that: this provision does not impose an undue hardship on Executive and is not injurious to the public; that this provision
is necessary to protect the business of Employer and its affiliates; the nature of Executive’s responsibilities with Employer
under this Agreement require Executive to have access to confidential information which is valuable and confidential to all of
the Business; the scope of this Section 9 is reasonable in terms of length of time and geographic scope; and adequate consideration
supports this Section 9, including consideration herein.


 




     


     


    

 


10.       Confidential
Information. Executive recognizes that Employer’s business and continued success depend upon the use and protection of
confidential and proprietary business information, including, without limitation, the information and technology developed by or
available through licenses to Employer, to which Executive has access (all such information being “Confidential Information”).
For purposes of this Agreement, the phrase “Confidential Information” includes, for Employer and its current or future
subsidiaries and affiliates, without limitation, and whether or not specifically designated as confidential or proprietary: all
business plans and marketing strategies; information concerning existing and prospective markets and customers; financial information;
information concerning the development of new products and services; information concerning any personnel of Employer (including,
without limitation, skills and compensation information); intellectual property; and technical and non-technical data related to
software programs, designs, specifications, compilations, inventions, improvements, methods, processes, procedures and techniques;
provided, however, that the phrase does not include information that (a) was lawfully in Executive’s possession
prior to disclosure of such information by Employer; (b) was, or at any time becomes, available in the public domain other
than through a violation of this Agreement; (c) is documented by Executive as having been developed by Executive outside the
scope of Executive’s employment and independently; or (d) is furnished to Executive by a third party not under an obligation
of confidentiality to Employer. Executive agrees that during Executive’s employment and after termination of employment irrespective
of cause, Executive will use Confidential Information only (i) while employed by the Company, in the business of and for the
benefit of the Company, or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having
supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee
thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, and then only after providing
written notice to Employer that such a demand has been made. Executive’s obligation under this Agreement is in addition to
any obligations Executive has under state or federal law. Executive agrees to deliver to Employer immediately upon termination
of Executive’s employment, or at any time Employer so requests, all tangible items containing any Confidential Information
(including, without limitation, all memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes
taken by or provided to Executive, and any other documents or items of a confidential nature belonging to Employer), together with
all copies of such material in Executive’s possession or control. Executive agrees that in the course of Executive’s
employment with Employer, Executive will not violate in any way the rights that any entity has with regard to trade secrets or
proprietary or confidential information. Executive’s obligations under this Section 10 are indefinite in term and shall survive
the termination of this Agreement.


 


11.       Work
Product and Copyrights. Executive agrees that all right, title and interest in and to the materials resulting from the performance
of Executive’s duties at Employer and all copies thereof, including works in progress, in whatever media, (the “Work”),
will be and remain in Employer upon their creation. Executive will mark all Work with Employer’s copyright or other proprietary
notice as directed by Employer. Executive further agrees:


 


a.        To
the extent that any portion of the Work constitutes a work protectable under the copyright laws of the United States (the “Copyright
Law”), that all such Work will be considered a “work made for hire” as such term is used and defined in the Copyright
Law, and that Employer will be considered the “author” of such portion of the Work and the sole and exclusive owner
throughout the world of copyright therein; and


 




     


     


    

 


b.        If
any portion of the Work does not qualify as a “work made for hire” as such term is used and defined in the Copyright
Law, that Executive hereby assigns and agrees to assign to Employer, without further consideration, all right, title and interest
in and to such Work or in any such portion thereof and any copyright therein and further agrees to execute and deliver to Employer,
upon request, appropriate assignments of such Work and copyright therein and such other documents and instruments as Employer may
request to fully and completely assign such Work and copyright therein to Employer, its successors or nominees, and that Executive
hereby appoints Employer as attorney-in-fact to execute and deliver any such documents on Executive’s behalf in the event
Executive should fail or refuse to do so within a reasonable period following Employer’s request.


 


12.        Inventions
and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions,
contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work
hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong
to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including,
without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly,
Executive will:


 


a.        Make
adequate written records of such Inventions, which records will be Employer’s property;


 


b.        Assign
to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries;


 


c.        Waive
and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from
time to time as requested by Employer; and


 


d.        Assist
Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions.


 


Executive understands
and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent
will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application
will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement,
the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750
upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial
patent application, provided Executive is named as an inventor in the patent.


 




     


     


    

 


Executive further agrees
that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year
thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights
in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as
set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive
has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which
were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.


 


NOTICE: In
accordance with Washington law, this Section 12 does not apply to Inventions for which no equipment, supplies, facility, or trade
secret information of Employer was used and which was developed entirely on Executive’s own time, unless: (a) the Invention
relates (i) directly to the business of Employer or (ii) to Employer’s actual or demonstrably anticipated research
or development, or (b) the Invention results from any work performed by Executive for Employer.


 


13.       Remedies.
Notwithstanding other provisions of this Agreement regarding dispute resolution, Executive agrees that Executive’s violation
of any of Sections 9, 10, 11 or 12 of this Agreement would cause Employer irreparable harm which would not be adequately compensated
by monetary damages and that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from
violation of the terms of this Agreement, upon any breach or threatened breach of Executive of the obligations set forth in any
of Sections 9, 10, 11 or 12. The preceding sentence shall not be construed to limit Employer from any other relief or damages to
which it may be entitled as a result of Executive’s breach of any provision of this Agreement, including Sections 9, 10,
11 or 12. Executive also agrees that a violation of any of Sections 9, 10, 11 or 12 would entitle Employer, in addition to all
other remedies available at law or equity, to recover from Executive any and all funds, including, without limitation, wages, salary
and profits, which will be held by Executive in constructive trust for Employer, received by Executive in connection with such
violation.


 


14.       Dispute
Resolution. Except for the right of Employer and Executive to seek injunctive relief in court, any controversy, claim or dispute
of any type arising out of or relating to Executive’s employment or the provisions of this Agreement shall be resolved in
accordance with this Section 14 regarding resolution of disputes, which will be the sole and exclusive procedure for the resolution
of any disputes. This Agreement shall be enforced in accordance with the Federal Arbitration Act, the enforcement provisions of
which are incorporated by this reference. Matters subject to these provisions include, without limitation, claims or disputes based
on statute, contract, common law and tort and will include, for example, matters pertaining to termination, discrimination, harassment,
compensation and benefits. Matters to be resolved under these procedures also include claims and disputes arising out of statutes
such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Washington
Minimum Wage Act, and the Washington Law Against Discrimination. Nothing in this provision is intended to restrict Executive from
submitting any matter to an administrative agency with jurisdiction over such matter.


 




     


     


    

 


a.        Mediation.
Employer and Executive will make a good faith attempt to resolve any and all claims and disputes by submitting them to mediation
in Snohomish County, Washington before resorting to arbitration or any other dispute resolution procedure. The mediation of any
claim or dispute must be conducted in accordance with the then-current JAMS procedures for the resolution of employment disputes
by mediation, by a mediator who has had both training and experience as a mediator of general employment and commercial matters.
If the parties to this Agreement cannot agree on a mediator, then the mediator will be selected by JAMS in accordance with JAMS’
strike list method. Within thirty (30) days after the selection of the mediator, Employer and Executive and their respective attorneys
will meet with the mediator for one mediation session of at least four hours. If the claim or dispute cannot be settled during
such mediation session or mutually agreed continuation of the session, either Employer or Executive may give the mediator and the
other party to the claim or dispute written notice declaring the end of the mediation process. All discussions connected with this
mediation provision will be confidential and treated as compromise and settlement discussions. Nothing disclosed in such discussions,
which is not independently discoverable, may be used for any purpose in any later proceeding. The mediator’s fees will be
paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees.


 


b.        Arbitration.
If any claim or dispute has not been resolved in accordance with Section a, then the claim or dispute will be determined by
arbitration in accordance with the then-current JAMS employment arbitration rules and procedures, except as modified herein. The
arbitration will be conducted by a sole neutral arbitrator who has had both training and experience as an arbitrator of general
employment and commercial matters and who is and for at least ten (10) years has been, a partner, a shareholder, or a member in
a law firm. The arbitration shall be held in Snohomish County, Washington. If Employer and Executive cannot agree on an arbitrator,
then the arbitrator will be selected by JAMS in accordance with Rule 15 of the JAMS employment arbitration rules and procedures.
No person who has served as a mediator under the mediation provision, however, may be selected as the arbitrator for the same claim
or dispute. Reasonable discovery will be permitted and the arbitrator may decide any issue as to discovery. The arbitrator may
decide any issue as to whether or as to the extent to which any dispute is subject to the dispute resolution provisions in Section
14 and the arbitrator may award any relief permitted by law. The arbitrator must base the arbitration award on the provisions of
Section 14 and applicable law and must render the award in writing, including an explanation of the reasons for the award. Judgment
upon the award may be entered by any court having jurisdiction of the matter, and the decision of the arbitrator will be final
and binding. The statute of limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration
under Section b. The arbitrator’s fees will be paid in equal portions by Employer and Executive, unless Employer agrees to
pay all such fees.


 




     


     


    

 


15.       Fees
Related to Dispute Resolution. Unless otherwise agreed, the prevailing party will be entitled to its costs and attorneys’
fees incurred in any litigation or dispute relating to the interpretation or enforcement of this Agreement.


 


16.       409A. It
is intended that any payment or benefit that is provided pursuant to or in connection with this Agreement that is considered
to be deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)
shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section
409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. It is further intended that
the payments hereunder shall, to the maximum extent permissible under Section 409A of the Code, be exempt from Section 409A
of the Code under either (i) the exception for involuntary separation pay to the extent that all payments are payable within
the limitations described in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described
in Treasury Regulation Section 1.409A-1(b)(4) to the extent that all payments are payable no later than two and a half months
after the end of the first taxable year in which the right to the payment is no longer subject to a substantial risk of
forfeiture.


 


a.        If
the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at such time, any
payments to be made or benefits to be delivered in connection with the Executive’s “Separation from Service”
(as defined below) that constitute deferred compensation subject to Section 409A of the Code shall not be made until the later
of (i) eighteen months following the Effective Date or (ii) six months plus one day after the Executive’s Separation from
Service (the “409A Deferral Period”) as required by Section 409A of the Code, provided that the payment of any such
deferred compensation may be paid immediately following the Executive’s death. Payments of any such deferred compensation
otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lump
sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled.


 


b.        For
purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separate
payments and benefits to the fullest extent allowed by Section 409A of the Code.


 


c.        For
purposes of this Agreement, with respect to the timing of any amounts that constitute deferred compensation subject to Section
409A of the Code that depends on termination of employment or separation from service, termination of employment or separation
from service shall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably
anticipated that no further services would be performed after such date or that the level of bona fide services the Executive would
perform after that date (whether as an employee or independent contractor) would permanently decrease to a level less than or equal
to twenty percent (20%) of the average level of bona fide services the Executive performed over the immediately preceding thirty-six
(36) month period.


 




     


     


    

 


17.       Disclosure.
Executive agrees fully and completely to reveal the terms of this Agreement to any future employer or potential employer of Executive
and authorizes Employer, at its election, to make such disclosure.


 


18.       Representation
of Executive. Executive represents and warrants to Employer that Executive is free to enter into this Agreement and has no
contract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s
performance of the covenants, services and duties provided for in this Agreement, and is not contravene the terms of any statute,
law, or regulation to which Executive is subject. Executive agrees to indemnify Employer and to hold it harmless against any and
all liabilities or claims arising out of any unauthorized act or acts by Executive that, the foregoing representation and warranty
to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment, arrangement or understanding.


 


19.       Conditions
of Employment. Employer’s obligations to Executive under this Agreement are conditioned upon Executive’s timely
compliance with requirements of the United States immigration laws.


 


20.       Assignability.
This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company to a company which is a successor
in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company
notifies the Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights
and obligations of the Company hereunder shall become the rights and obligations of such successor company, provided that any assignee
expressly assumes the obligations, rights and privileges of this Agreement.


 


21.       Notices.
Any notices required or permitted to be given hereunder are sufficient if in writing and delivered by hand, by facsimile, by registered
or certified mail, postage prepaid, or by overnight courier, to Executive at Executive’s home address as most recently updated
in Executive’s Human Resources records, or to BioLife Solutions, Inc., 3303 Monte Villa Parkway, #310, Bothell, WA 98021,
Attention: Chief Executive Officer. Notices shall be deemed to have
been given (i) upon delivery, if delivered by hand or by email, (ii) seven days after mailing, if mailed, (iii) one business day
after delivery, if delivered by courier, and (iv) one business day following receipt of an appropriate electronic confirmation,
if by facsimile. 


 


22.       Severability.
If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes a violation
of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable
or void, shall be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void,
and such provision will be enforced to the fullest extent permitted by law. The Parties
shall engage in good faith negotiations to modify and replace any provision which is declared invalid or unenforceable with a
valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable
provision which it replaces. If such modification is not possible, said provision, to the extent that it is in violation
of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will
remain binding on the parties.


 




     


     


    

 


23.       Waivers.
No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a
waiver thereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as
a waiver of any subsequent breach; nor will any single or partial exercise of any right or remedy hereunder preclude any other
or further exercise thereof or the exercise of any other right or remedy granted hereby or by law.


 


24.       Governing
Law. Except as provided in Section 14 above, the validity, construction and performance of this Agreement shall be governed
by the laws of the State of Washington without regard to the conflicts of law provisions of such laws. The parties hereto expressly
recognize and agree that the implementation of this Section 24 is essential in light of the fact that Employer has its corporate
headquarters and its principal executive offices within the State of Washington, and there is a critical need for uniformity in
the interpretation and enforcement of the employment agreements between Employer and its key employees. The Snohomish County Superior
Court in Washington shall have exclusive jurisdiction of any lawsuit arising from or relating to Executive’s employment with,
or termination from, Employer, or arising from or relating to this Agreement. Executive consents to such venue and personal jurisdiction.


 


25.       Counterparts.
This agreement may be executed in counterpart in different places, at different times and on different dates, and in that
case all executed counterparts taken together collectively constitute a single binding agreement.


 


26.       Costs
and Fees Related to Negotiation and Execution of Agreement. Each Party Shall be responsible for the payment of its own costs
and expenses, including legal fees and expenses, in connection with the negotiation and execution of this Agreement. Neither Party
will be liable for the payment of any commissions or compensation in the nature of finders' fees or brokers' fees, gratuity or
other similar thing or amount in consideration of the other Party entering into this Agreement to any broker, agent or third party
acting on behalf of the other Party.


 


27.       Entire
Agreement. This instrument contains the entire agreement of the parties with respect to the relationship between Executive
and Employer and supersedes all prior agreements and understandings, and there are no other representations or agreements other
than as stated in this Agreement related to the terms and conditions of Executive’s employment. This Agreement may be changed
only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or
discharge is sought, and any such modification will be signed by an authorized representative of Employer.


 




     


     


    

 


IN WITNESS WHEREOF,
the parties have duly signed and delivered this Agreement as of the day and year first above written.


 


	EMPLOYER	 
	 	 	 
	By	/s/ Michael Rice	 
	 	 	 
	Title: Chief Executive Officer	 
	 	 
	EXECUTIVE	 
	 	 
	/s/ Karen Foster	 
	Karen Foster	 


 




     


     


    

 


EXHIBIT A


 


DISCLOSURE OF OUTSIDE BOARD OF DIRECTORS
AND TRUSTEE POSITIONS


 


None


 




     


     


    

 


EXHIBIT B


 


LIST OF INVENTIONS


 


None