Exhibit 10.20


STOCK OPTION EXTENSION AGREEMENT


This
Stock Option Extension Agreement (“Agreement”) is entered into and effective as
of June 1, 2006, by and between Cytori Therapeutics, Inc., a Delaware
corporation located at 3020 Callan Road, San Diego, CA 92121 (the “Company”),
and Charles E. Galetto, an employee
of the Company with a residence address
of 12445 Figtree Street, San Diego, CA 92131 (the “Optionee”).


WHEREAS,
as of May 31, 2006 Optionee shall hold a combined total of 204,997 vested stock
options to purchase shares of the Company’s common stock pursuant to the
Company’s 1997 Incentive Stock Option Plan (the “1997 Plan”) and the Company’s
2004 Employee Stock Option Plan (the “2004 Plan”) (collectively the “Plans”);
and


WHEREAS,
subject to certain restrictions and conditions on the sale of shares of the
Company’s common stock held by Optionee, the Company agrees to modify the Plan
agreements to extend the expiration dates for the exercise of stock options
under the Plans; and


NOW,
THEREFORE, the Company and the Optionee agree as follows:


(a)  The right of the Optionee to exercise Two
Hundred and Four Thousand, Nine Hundred and Ninety Seven (204,997) fully vested
Plan stock options (as specified on Exhibit I) is hereby extended to December
31, 2007, irrespective of the date that his services to the Company terminate.


(b)  The exercise extension provided for above is
subject to the following conditions and restrictions on Optionee’s right to
sell shares of the company stock:


(i) Immediately upon termination of Optionee’s
employment by the Company as provided for in the Part-Time Employment Agreement
between the Company and Optionee, Optionee shall execute and sign a full
release of all claims against the Company in the form attached as Exhibit II,
which is that Company’s standard employment related release of claims. 


(ii) No shares of common stock of the Company owned by
Optionee may be sold by or on behalf of Optionee during the initial 90-day
period from May 15, 2006 through August 12, 2006; (b) Optionee may sell up to
51,250 shares of common stock owned by him beginning August 13, 2006; (c) and
Optionee may sell an additional 51,249 beginning on November 11th and each ninety days thereafter until 100% of
his shares of common stock by Optionee shall be fully tradable on May 9, 2007,
provided that the restrictions listed above shall be eliminated once the
per-share trading price of the Company’s common stock on the Nasdaq exchange
closes at or above $13 per share, or if the 30 day average daily stock volume
reaches 50,000 shares.


(c)  Except as specifically set forth herein to
the contrary, all other terms and conditions of the Plans and the Plan
Agreements shall remain in full force and effect.


IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
hereto.


	
  OPTIONEE:

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
  Charles E. Galetto

  	
   

  	
  Cytori Therapeutics, Inc.

  
	
   

  	
   

  	
   

  
	
  /s/ Charles E. Galetto

  	
   

  	
  By:

  	
  /s/ Mark E. Saad

  	
   

  
	
   

  	
   

  	
  Name:  Mark
  E. Saad

  
	
  Phone:  858-271-7988

  	
   

  	
  Title:    Chief
  Financial Officer

  
	
  Fax:      858-695-0781

  	
   

  	
  Phone:  (858) 458-0900

  
	
  E-Mail: galetto@san.rr.com

  	
   

  	
  Fax:     (858)
  458-0994

  
	
   

  	
   

  	
   

  
	
  Date: 
  5/24/2006

  	
   

  	
  Date: 
  5/23/2006

  



 









 



EXHIBIT I


Participant
Statement


As of May 31, 2006


Cytori Therapeutics, Inc.


Charles E. Galetto


Stock Class:  CYTX     |     Currency:  USD
($)


Plan:  1997
Stock Plan


	
  Grant Date/

  ID

  	
   

  	
  Expiration

  Date

  	
   

  	
  Grant

  Type

  	
   

  	
  Shares

  Granted

  	
   

  	
  Exercise

  Price

  	
   

  	
  Shares

  Outstanding

  	
   

  	
  Shares

  Exercisable

  	
   

  	
  Future

  Vesting

  Increments

  	
   

  	
  Future

  Exercisability

  Increments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Apr 24, 2000

  000000041

  	
   

  	
  Apr 24, 2010

  	
   

  	
  ISO

  	
   

  	
  33333.000

  	
   

  	
  3.000

  	
   

  	
  33333.000

  	
   

  	
  33333.000

  	
   

  	
  Fully Vested

  	
   

  	
  Fully Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Apr 24, 2000

  000000042

  	
   

  	
  Apr 24, 2010

  	
   

  	
   

  	
   

  	
  66667.000

  	
   

  	
  3.000

  	
   

  	
  66667.000

  	
   

  	
  66667.000

  	
   

  	
  Fully Vested

  	
   

  	
  Fully Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jan 03, 2001

  000000265

  	
   

  	
  Jan 03, 2011

  	
   

  	
  ISO

  	
   

  	
  20000.000

  	
   

  	
  7.060

  	
   

  	
  20000.000

  	
   

  	
  20000.000

  	
   

  	
  Fully Vested

  	
   

  	
  Fully Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Feb 08, 2002

  000000364

  	
   

  	
  Feb 08, 2012

  	
   

  	
  ISO

  	
   

  	
  30000.000

  	
   

  	
  3.090

  	
   

  	
  30000.000

  	
   

  	
  30000.000

  	
   

  	
  Fully Vested

  	
   

  	
  Fully Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jan 28, 2003

  000000421

  	
   

  	
  Jan 28, 2013

  	
   

  	
  ISO

  	
   

  	
  35000.000

  	
   

  	
  4.400

  	
   

  	
  35000.000

  	
   

  	
  29,166.000

  	
   

  	
  729.000 on

  Jun 28, 2006

  	
   

  	
  729.000 on

  Jun 28, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  729.000 on

  Jul 28, 2006

  	
   

  	
  729.000 on

  Jul 28, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  729.000 on

  Aug 28, 2006

  	
   

  	
  729.000 on

  Aug 28, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  729.000 on

  Sep 28, 2006

  	
   

  	
  729.000 on

  Sep 28, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  729.000 on

  Oct 28, 2006

  	
   

  	
  729.000 on

  Oct 28, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  There are future increments past this date

  	
   

  	
  There are future increments past this date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jun 02, 2004

  000000453

  	
   

  	
  Jun 02, 2014

  	
   

  	
  ISO

  	
   

  	
  22603.000

  	
   

  	
  4.160

  	
   

  	
  22603.000

  	
   

  	
  9581.000

  	
   

  	
  521.000 on

  Jun 02, 2006

  	
   

  	
  521.000 on

  Jun 02, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  521.000 on

  Jul 02, 2006

  	
   

  	
  521.000 on

  Jul 02, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  521.000 on

  Aug 02, 2006

  	
   

  	
  729.000 on

  Aug 02, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  521.000 on

  Sep 02, 2006

  	
   

  	
  729.000 on Sep 02, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  521.000 on

  Oct 02, 2006

  	
   

  	
  729.000 on

  Oct 02, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  There are future increments past this date

  	
   

  	
  There are future increments past this date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jun 02, 2004

  000000454

  	
   

  	
  Jun 02, 2014

  	
   

  	
   

  	
   

  	
  2397.000

  	
   

  	
  4.160

  	
   

  	
  2397.000

  	
   

  	
  2397.000

  	
   

  	
  Fully Vested

  	
   

  	
  Fully Exercisable

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals
  for Plan:  1997 Stock Plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  210000.000

  	
   

  	
   

  	
   

  	
  210000.000

  	
   

  	
  191144.000

  	
   

  	
   

  	
   

  	
   

  	
   

  



 









 



EXHIBIT I


Participant
Statement


As of May 31, 2006


Cytori Therapeutics, Inc.


Charles E. Galetto


Stock Class:  CYTX     |     Currency:  USD
($)


Plan:  2004 Equity Incentive Plan


	
  Grant Date/

  ID

  	
   

  	
  Expiration

  Date

  	
   

  	
  Grant

  Type

  	
   

  	
  Shares

  Granted

  	
   

  	
  Exercise

  Price

  	
   

  	
  Shares

  Outstanding

  	
   

  	
  Shares

  Exercisable

  	
   

  	
  Future

  Vesting

  Increments

  	
   

  	
  Future

  Exercisability

  Increments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Feb 02, 2005

  000000481

  	
   

  	
  Feb 02, 2015

  	
   

  	
  NQSO

  	
   

  	
  35000.000

  	
   

  	
  3.120

  	
   

  	
  35000.000

  	
   

  	
  10937.000

  	
   

  	
  729.000 on

  Jun 02, 2006

  	
   

  	
  729.000 on

  Jun 02, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  729.000 on

  Jul 02, 2006

  	
   

  	
  729.000 on

  Jul 02, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  729.000 on

  Aug 02, 2006

  	
   

  	
  729.000 on

  Aug 02, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  729.000 on

  Sep 02, 2006

  	
   

  	
  729.000 on

  Sep 02, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  730.000 on

  Oct 02, 2006

  	
   

  	
  730.000 on

  Oct 02, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  There are future
  increments past this date

  	
   

  	
  There are future
  increments past this date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jan 24, 2006

  0000.120

  	
   

  	
  Jan 24, 2016

  	
   

  	
  NQSO

  	
   

  	
  35000.000

  	
   

  	
  7.040

  	
   

  	
  35000.000

  	
   

  	
  2916.000

  	
   

  	
  729.000 on

  Jun 24, 2006

  	
   

  	
  729.000 on

  Jun 24, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  729.000 on

  Jul 24, 2006

  	
   

  	
  729.000 on

  Jul 24, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  730.000 on

  Aug 24, 2006

  	
   

  	
  730.000 on

  Aug 24, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  729.000 on

  Sep 24, 2006

  	
   

  	
  729.000 on

  Sep 24, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  729.000 on

  Oct 24, 2006

  	
   

  	
  729.000 on

  Oct 24, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  There are future
  increments past this date

  	
   

  	
  There are future
  increments past this date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals for Plan:  2004 Equity Incentive Plan

  	
   

  	
   

  	
   

  	
  70000.000

  	
   

  	
   

  	
   

  	
  70000.000

  	
   

  	
  13853.000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals for CYTX

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  280000.000

  	
   

  	
   

  	
   

  	
  280000.000

  	
   

  	
  204997.000

  	
   

  	
   

  	
   

  	
   

  	
   

  



 









 



EXHIBIT II


GENERAL RELEASE AGREEMENT


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


WHEREAS, CHARLES
E. GALETTO has been employed by CYTORI THERAPEUTICS, INC. as Senior Vice
President, Finance and Administration / Treasurer since April 2000;


WHEREAS, for sound
business reasons and in the best interests of CHARLES E. GALETTO and the
Company,  the Company and CHARLES E.
GALETTO have agreed to end CHARLES E. GALETTO’s employment with the Company
effective December 15, 2006.


WHEREAS, CHARLES
E. GALETTO and the Company do not anticipate that there will be any disputes
between them or legal claims arising out of CHARLES E. GALETTO’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 CHARLES E. GALETTO’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 December 15, 2006 (Separation Date).


2.                                       Consideration.     In consideration of CHARLES E. GALETTO entering into this
General Release Agreement, CYTORI agreed to the terms of the Stock Option
Extension Agreement effective June 1, 2006.


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 CHARLES E. GALETTO 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.               CHARLES E. GALETTO, 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 CHARLES E. GALETTO’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 CHARLES E. GALETTO 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, CHARLES E. GALETTO 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.  CHARLES E. GALETTO agrees to abide by all the surviving
provisions of the Confidentiality and Assignment of Inventions Agreement which
he executed on April 24, 2000 and the Nondisclosure Agreement which he executed
on April 24, 2000, including but not limited to, promises to protect all
confidential and proprietary information of Company.


7.                                       Release Of Age Discrimination Claims.  CHARLES E. GALETTO 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.             CHARLES
E. GALETTO is hereby advised to consult with an attorney prior to signing this
Agreement.


b.             CHARLES
E. GALETTO 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.  CHARLES E. GALETTO may at his option execute
this Agreement at any time during the 21-day period.


c.             CHARLES E. GALETTO 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.  CHARLES E. GALETTO 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, computers, video equipment etc.


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


CHARLES E. GALETTO
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.                                       Non-Disparagement.  CHARLES E. GALETTO 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.                                 Ownership of Claims.  CHARLES E. GALETTO 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.


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


12.                               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 CHARLES E. GALETTO or any
other person.


13.                               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.


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


15.                                 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:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  CHARLES E. GALETTO

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CYTORI THERAPEUTICS, INC.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  MARK E. SAAD

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CFO