Preview | Incentive Agreement |

INCENTIVE AGREEMENT

This Incentive Agreement (?Agreement?) is entered into this ___ day of November, 2005 (the ?Effective Date?), 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, the Company is actively pursuing potential business and financial transactions to provide the Company with additional capital to further develop the Company?s product opportunities; and

WHEREAS, the Company is undertaking a restructuring and refocusing of the Company?s internal programs; and

WHEREAS, the Board of Directors of Athersys believes that the loss of certain employees could materially impact the Company?s ability to close a business or financial transaction; and

WHEREAS, the Board of Directors of Athersys believes that it is in the best interests of Athersys and its stockholders to provide the Employee with an incentive to continue his or her employment and to motivate the Employee to maximize the value of Athersys for the benefit of the stockholders and other stakeholders.

NOW THEREFORE, in consideration of the mutual covenants herein contained, and in consideration of the continuing employment of Employee by the Company, the parties agree as follows:

Definitions. For purposes of this Agreement, the following definitions shall apply:

?Asset Sale Bonus? shall mean a lump sum cash (except as provided below) payment equal to Employee?s Pro Rata Share of 5% of the Gross Value of the aggregate consideration received in an Asset Sale Transaction. The Asset Sale Bonus will be paid to Employee on the Asset Sale Transaction closing date. Notwithstanding the foregoing, in the event that the proceeds from the Asset Sale Transaction consist entirely of equity consideration, Employee agrees, at the Company?s option, to take 50% of the Asset Sale Bonus in cash and 50% of the Asset Sale Bonus in the equity received by the Company if the Company is permitted to transfer such equity to Employee.

	b.		?Asset Sale Transaction? shall mean any sale or other conveyance of assets of the Company (e.g., a sale of rights to a business program) or capital stock of any subsidiary of the Company in which the Gross Value of the aggregate consideration received is at least equal to $1,000,000, in any case other than a Financing Transaction ? Level One, a Financing Transaction ? Level Two or an M&A Transaction.

	c.		?Bonus? shall mean any one or a combination of an Asset Sale Bonus, a Financing Bonus, or an M&A Bonus.

	d.		?Cause? shall mean: (i) the commission of an act of fraud, embezzlement, theft or other criminal act constituting a felony; (ii) the willful or wanton disregard of the rules or policies of the Employer or its affiliates that results in a material loss, damage or injury to the Employer or its affiliates; (iii) the repeated failure of Employee to perform duties consistent with Employee?s position or to follow or comply with the reasonable directives of the Employer?s or its affiliates? Board of Directors (or applicable officer in the case of ReGenesys, LLC) or Employee?s superiors after having been given notice thereof (e.g., the insubordination of Employee); or (iv) the material breach of any provision contained in a written non-competition, confidentiality or non-disclosure agreement between the Employer or any of its affiliates and Employee.

	e.		?Financing Bonus ? Level One? shall mean a lump sum cash payment equal to two (2) months of Employee?s base salary, paid to Employee in two equal installments, the first being paid on the later of June 30, 2006 or the Financing Transaction ? Level One closing date, and the second being paid on December 31, 2006. For the avoidance of doubt, a Financing Bonus ? Level One can be paid only once.

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