Exhibit 10.25


 


SEPARATION
AGREEMENT AND GENERAL RELEASE


 


This Separation Agreement and General Release
is made and entered into by and between CYTORI THERAPEUTICS, INC. (Company) and
JOHN K. FRASER.


 


WHEREAS, JOHN K. FRASER has been employed by
CYTORI THERAPEUTICS, INC. in the one of the following capacities since November 14,
2002: Vice-President of Stem Cell Banking and Technology; Vice President of
Research and Technology - Biologics and Vice President of Research and Technology
- Regenerative Cell Technology;


 


WHEREAS, for sound business reasons and in
the best interests of JOHN K. FRASER and the Company, the Company and JOHN K.
FRASER have agreed to end JOHN K. FRASER’s employment with the Company
effective 7-15-05;


 


WHEREAS, JOHN K. FRASER and the Company do
not anticipate that there


 


will be any disputes between them or legal
claims arising out of JOHN K. FRASER’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 K. FRASER’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 shall terminate
and cease as of July 15, 2005 (Separation Date).


 


2.                                       Consideration. In consideration of this Separation Agreement and General Release,
Company agrees as follows: (i) to pay JOHN K.  FRASER’s COBRA premiums for himself, his wife
and children for continued coverage under Company’s group health plan for a
period of six months, and (ii) the Company shall accelerate and vest
21,349 of JOHN K. FRASER’s unvested stock options as of the Effective Date, and
shall extend the exercise term for such accelerated options, and for 80,855 of
JOHN K. FRASER’s previously vested shares (for a total of 102,204 stock
options) for a period of two years from the Effective Date of this Agreement; after
which all such rights shall immediately terminate.


 


3.                                       Confidentiality. The parties understand and agree that this Agreement, and the matters
discussed in negotiating its terms, are entirely confidential. It is therefore
expressly understood and agreed that JOHN


 


K. FRASER 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 K. FRASER, 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, charges, complaints and causes of
action (hereinafter collectively referred to as “claims”), of whatever nature,
whether known or unknown, which exist or may exist on JOHN K. FRASER’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.


 


5.                                       Waiver of Rights Under Section 1542. It is further understood and agreed
that JOHN K. FRASER 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 his favor at the time
of executing the release which if known by his must have materially affected
his settlement with the debtor.”


 





















 


In connection
with such waiver and relinquishment, JOHN K. FRASER 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 his 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 his employment with Company or the termination of that
employment.


 


6.                                       Continuing Obligations Regarding Confidential or
Proprietary Information.
JOHN K. FRASER agrees to
abide by all the surviving provisions of the Employment, Confidentiality, and
Assignment Agreement which he executed on November 13, 2002, including but
not limited to, promises to protect all confidential and proprietary
information of Company.


 


7.                                       Release Of Age Discrimination Claims. JOHN K. FRASER 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
K. FRASER is hereby advised to consult with an attorney prior to signing this
Agreement.


b.                                      JOHN
K. FRASER shall have a period of twenty-one (21) days from the date of receipt
of this Agreement in which to consider the terms of the Agreement. JOHN K.
FRASER may at his option execute this Agreement at any time during the 21-day
period.


c.                                       JOHN
K. FRASER 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 K. FRASER 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:


 


•                  Cameras, video
equipment etc.


•                  Company Files
and Information


 


JOHN K. FRASER
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.


 


9.                                       COBRA. JOHN K. FRASER
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 thirty six months from the date of his termination.


 


10.                                 Non-Disparagement. Company and JOHN K. FRASER agree
that JOHN K. FRASER 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 another party in a negative
light of any kind, or implies or attributes any negative quality to another party.


 


11.                                 Liquidated Damages For Breach Of Non-Disparagement. In the event JOHN K. FRASER breaches
any component of the Non-Disparagement clause contained in the above Section 10
at any time, JOHN K. FRASER acknowledges and agrees that it would be impractical
or extremely difficult to ascertain the amount of actual damages to Company.
For this reason, JOHN K. FRASER agrees that any violation of the
Non-Disparagement provision of this Agreement shall result in the imposition of
liquidated damages, and not as a penalty, in the amount of Seven-Thousand
Dollars ($7,000.00), per each occurrence, to be paid by JOHN K. FRASER to
Company, which represents the reasonable compensation for the loss incurred
because of the breach.


 


12.                                 Ownership of Claims. JOHN K. FRASER 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.


 


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


 


14.                                 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 K. FRASER or any
other person.


 


15.                                 Entire Agreement.  This Agreement and
Release 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.


 


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


 


17.                                 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 SEPARATION AGREEMENT AND GENERAL RELEASE, AND
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 K. Fraser

  	
   

  	
  Date: 

  	
  7/15/05

  	
   

  
	
   

  	
  JOHN K. FRASER

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CYTORI THERAPEUTICS, INC.

  	
   

  
	
   

  	
   

  
	
  Signed: 

  	
  /s/ Christopher Calhoun

  	
   

  	
  Date: 

  	
  7/27/05

  	
   

  
	
   

  	
  CHRISTOPHER CALHOUN

  	
   

  	
   

  
	
   

  	
  CEO

  	
   

  	
   

  



 


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