EXHIBIT 10.3
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN MICHAEL K. STEELE AND CORAUTUS GENETICS, INC.
This FIRST AMENDMENT to that certain EMPLOYMENT AGREEMENT between Corautus Genetics, Inc. (the
“Company”) and Michael K. Steele (the “Executive”), originally effective as of May 1, 2005 and as renewed effective May 1,
2006 (the “Agreement”), is hereby entered into by and between the Company and the Executive effective as of the 15th day of
May, 2006.
W I T N E S S E T H:
WHEREAS, the Company and the Executive are parties to the Agreement; and
WHEREAS, due to the precipitous drop in the value of the stock of the Company following the termination of the
enrollment of patients in the GENASIS Phase IIb Clinical Trial in April 2006, the Company has deemed it necessary to provide
the Executive with incentives to continue in the employ of the Company; and
WHEREAS, the Board of Directors of the Company approved this amendment to the Agreement to include certain
retention incentives to encourage the Executive to continue his employment with the Company, to increase the likelihood of
retaining the Executive and to create stability within the Company;
NOW, THEREFORE , effective as of May 15, 2006, the parties hereby amend the Agreement as follows:
1. A new Article 7 shall be added to the Agreement to read as follows:
“ ARTICLE 7
RETENTION INCENTIVES
7.1 Cash Retention Payment . The Executive shall be entitled to receive a lump sum cash payment of $25,000 if he is
employed by the Company on September 30, 2006. The Executive shall be entitled to receive an additional lump sum cash
payment of $25,000 if he is employed by the Company on March 31, 2007. If the Executive is employed on the date(s)
provided herein, the cash payment(s) shall be paid to the Executive no later than the next regularly scheduled payroll date
following the date the Executive becomes entitled to such payment.
7.2 Nonqualified Stock Option Award . In accordance with and subject to the terms of the Corautus Genetic