Offer Letter Agreement, dated as of January 9, 2020, by and between Athersys, Inc. and Ivor Macleod

CONFIDENTIAL

Sent by e-mail

January 9, 2020

Speaking on behalf of the entire Athersys team, we have enjoyed our interactions over the past several weeks. We believe that you could bring substantial leadership and experience to Athersys, Inc. (the “Company”) and build on our established foundation to help successfully prepare and position the Company for its next stage of growth and development. As such, we are pleased to extend to you an offer to join the Company as Chief Financial Officer, with a start date of January 31, 2020 (or such later date as mutually agreed to by you and the Company). In that role, you will report to Gil Van Bokkelen, Chairman & Chief Executive Officer (“CEO”), you will work primarily at the Company’s office in Cleveland, Ohio, and your primary responsibilities will include, but will not be limited to, the following:

  

In your role as a senior Company executive, you will participate in management discussions and decision-making with respect to Company operations, strategy and compliance.

In your capacity as Chief Financial Officer, your compensation will include the following:

Your compensation will be subject to all applicable payroll deductions and tax withholdings. In addition, you will be offered participation during your employment in the Company’s employee benefits plans on terms substantially similar to those that apply for other executive officers of the Company from time-to-time, as previously communicated to you, which benefits generally include health, dental and ancillary health benefits and 401(k) retirement plan participation. You will also benefit from 20 paid vacation days per year for full-time employment, as well as nine designated holidays, two floating holidays and five sick days per year. The Company reserves the right to change, alter or terminate any benefit plan or program in its sole discretion.

You are responsible for all federal, state, city or other taxes imposed on compensation and benefits provided pursuant to or otherwise related to your employment. The Company may withhold from any amounts payable to you under this letter or otherwise related to your employment all federal, state, city or other taxes as the Company or its affiliates is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this letter, the Company is not obligated to guarantee any particular tax result for you with respect to any payment or benefit provided to you.

This letter, including the at-will nature of the employment relationship between you and the Company, may be modified or terminated only in a writing signed by both you and an authorized representative of the Company.

To the extent applicable, it is intended that all of the benefits and payments under this letter satisfy, to the greatest extent possible and to the extent applicable, the exemptions from the application of Internal Revenue Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this letter will be construed to the greatest extent possible as consistent with those provisions. If not so exempt, this letter (and any definitions hereunder) will be construed in a manner that complies with Code Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right (if any) to receive any installment payments under this letter (whether reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment.

Nothing in this letter prevents you from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. Furthermore, no Company policy or individual agreement between the Company and you shall prevent you from providing information to government authorities regarding possible legal violations, participating in investigations, testifying in proceedings regarding the Company’s past or future conduct, engaging in any future activities protected under the whistleblower statutes administered by any government agency (e.g., EEOC, NLRB, SEC, etc.) or receiving a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. The Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by privilege.

This offer of employment is valid for ten (10) days, is contingent upon the Company’s receipt of your signed acceptance within that time and is revocable at any time at the discretion of the Company. This offer does not constitute a contract of employment, and your employment as Chief Financial Officer on these terms is subject to final Board of Directors approval and authorizations and your entry into an Employment Agreement and other standard employment contracts with the Company, including those covering non-competition, confidentiality and other restrictive covenant arrangements. If you should have any questions regarding this offer, please contact me at ###-###-####.