THIS EMPLOYMENT AGREEMENT is made as of this 8th day of June, 1998 (the "Effective Date"), as
amended and restated as of June 8, 1999, by and between CytoTherapeutics, Inc., a Delaware corporation
("Employer") having its principal place of business at 701 George Washington Highway, Lincoln, Rhode Island
02865 and PHILIP K. YACHMETZ ("Employee") with a principal residence at 7 North Koewing Place, West
Orange, New Jersey 07052-4014, collectively referred to as the "parties."
Whereas Employer desires to employ Employee at its Lincoln, Rhode Island Facility and Employee desires to be
The parties enter this Agreement to set forth the terms and conditions of Employee's employment by Employer,
to address certain matters related to Employee's employment with Employer, and Employee's loyalty and
commitment to Employer.
NOW THEREFORE, in consideration of these promises and the parties' material covenants, representations,
and warranties made herein, the parties agree as follows:
STATEMENT OF AGREEMENT
SECTION 1. EMPLOYMENT
a. Position. Employer wishes to employ and Employee hereby accepts the position of Senior Vice President -
Business Development, General Counsel and Secretary for the term of this Agreement. Employee shall report
directly to Employer's Chief Executive Officer. Such employment shall be at a primary work location in the
Northeastern United States (subject to such travel as the Employer may reasonably request).
b. Employee's Commitment. Employee shall consider his employment by Employer as his principal employment,
shall devote his full business time and attention to his duties and responsibilities under this Agreement, and shall
perform them to the best of his abilities. While subject to any provision of this Agreement, Employee shall
maintain loyalty to Employer, and shall take no action that would directly or indirectly promote any competitor or
injure Employer's interests. Subject to the foregoing, employee may