EX-10.32



 




EXHIBIT
10.32



Executive




AMENDMENT NO. 1 TO

INCENTIVE AGREEMENT




     This Amendment No. 1 (this “Amendment”), dated as of May ___, 2007, to the Incentive Agreement
(“Agreement”), dated as of [November ___], 2005, between [INSERT EMPLOYEE NAME] (“Employee”) and
ADVANCED BIOTHERAPEUTICS, INC. (individually, “Employer,” and, collectively with its affiliates,
Athersys, Inc. (“Athersys”) and ReGenesys, LLC, the “Company”).



     WHEREAS, the Employee is employed by Advanced Biotherapeutics, Inc., a wholly-owned subsidiary
of Athersys; and



     WHEREAS, Athersys has previously consummated a Financing Transaction — Level One, and
pursuant to the terms of the Agreement, the Employee has received a Financing Bonus — Level One;
and



     WHEREAS, the Company and the Employee wish to amend the Agreement in connection with the
planned merger (the “Merger”) of Athersys with a wholly owned subsidiary of a shell company (as
such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) that has a class of equity securities registered under Section 12 of the Exchange
Act (“PubCo”); and



     WHEREAS, concurrent with and as a condition to the closing of the Merger, PubCo intends to
conduct a private placement transaction pursuant to Regulation D promulgated under the Securities
Act of 1933, as amended, whereby PubCo will receive gross proceeds of at least $40 million as
consideration for the issuance of its equity securities (the “Offering”).



     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:



     1. Notwithstanding anything to the contrary in the Agreement, the consummation of the Offering
shall be deemed a “Financing Transaction — Level Two” and the Employee shall be entitled to
receive a Financing Bonus — Level Two that shall be payable as of the closing date of the
Offering.



     2. Notwithstanding anything to the contrary in the Agreement, the consummation of the Merger
shall not be deemed a “M&A Transaction” and the Employee shall not be entitled to a M&A Bonus in
connection with the consummation of the Merger.



     3. This Amendment and the Agreement shall bind and inure to the benefit of and be enforceable
by Employee, the Company and their respective heirs, executors, personal representatives,
successors and assigns, except that neither party may assign any rights or delegate any obligations
hereunder without the prior written consent of the other



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party. Notwithstanding anything to the contrary in the foregoing, Employee hereby consents to
the assignment by the Company of all of its rights and obligations hereunder to any successor to
the Company by merger or consolidation or purchase of all or substantially all of the Company’s
assets, including, without limitation, any deemed assignment that occurs as a result of the
consummation of the Merger.



     4. This Amendment may be executed in two or more counterparts, each of which constitutes an
original, and all of which taken together shall constitute one and the same Amendment. It is
understood that all parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by email delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.



     5. This Amendment shall be construed and interpreted in accordance with the laws of the State
of Ohio.



     6. Capitalized terms used but not otherwise defined herein have the meanings set forth in the
Agreement.



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     IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the day and year
first written above.



	 	 	 	 	 	 	 	 
	[Employee Name] 	 	Advanced Biotherapeutics, Inc.

 	 
	 	 	By:  	 	 
	 	 	 	Name:  	Gil Van Bokkelen 	 
	 	 	 	Title:  	Chief Executive Officer
	 
	 
	Date 	 	Date 	 
	 
	Acknowledged By:


Athersys, Inc.  	 	 

ReGenesys, LLC
  	 
	 
	By: 	 	 	By:  	 	 
	 	Name: 	John Harrington 	 	 	Name: 	William (BJ) Lehmann 	 
	 	Title: 	Executive Vice President & CSO	 	 	Title: 	Vice President, Secretary & Treasurer	 
	 
	Date 	 	Date 	 
	 




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