Vericel Corporation Deferred Compensation Plan

As a condition to participation, each Director or selected Employee shall complete, execute and return to the Committee such written or electronic forms and information as the Committee may require, which may include a Plan Agreement, an Election Form and a Beneficiary Designation Form, by the deadline(s) established by the Committee in accordance with the applicable provisions of the Plan.  In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

If a Director or an Employee fails to meet all requirements established by the Committee within the period required for a specified Plan Year, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year.

Cash Annual Deferral Amount.  Except as otherwise determined by the Committee and provided in a Plan Agreement or an Election Form, for each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus and/or Cash Director Fees, as applicable, up to the following maximum percentages for each deferral elected:

RSU Amount.  Except as otherwise determined by the Committee and provided in a Plan Agreement or an Election Form, for each grant of RSUs, a Participant may elect to defer, as his or her RSU Amount, the following maximum percentages for each deferral elected:

Short Plan Year.  Notwithstanding the foregoing, in the case of an individual first becoming a Participant after the first day of a Plan Year, then to the extent required by Section 3.2 and Section 409A, the maximum amount of the Participant’s Base Salary, Bonus and Cash Director Fees that may be deferred by the Participant for the Plan Year shall be determined by applying the percentages set forth in Sections 3.1(a) and (b) to the portion of such compensation attributable to services performed after the date that the Participant’s deferral election is made.

General Timing Rule for Deferral Elections.  Except as otherwise provided in this Section 3.2, in order for a Participant to make a valid election to defer Base Salary, Bonus, and Cash Director Fees, the Participant must submit an Election Form on or before the deadline established by the Committee, which in no event shall be later than December 31^st preceding the Plan Year in which such compensation will be earned.

Timing of Deferral Elections for Newly Eligible Plan Participants.  A Director or selected Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted by the Committee to make an election to defer (i) RSUs that may be initially granted to the Participant under the terms of the Equity Plan and which are attributable to services to be performed after such election and/or (ii) the portion of Base Salary, Bonus, and/or Cash Director Fees attributable to services to be performed after such election, provided that the Participant submits an Election Form on or before the deadline established by the Committee, which in no event shall be later than 30 days after the Participant first becomes eligible to participate in the Plan.

RSU Deferral.  For an election to defer RSUs to be valid, (i) an Election Form must be submitted by the Participant with respect to such RSUs, and (ii) such Election Form must be timely delivered to the Committee and accepted by the Committee no later than (A) the end of the calendar year preceding the Plan Year during which such RSUs are initially granted to the Participant under the terms of Equity Plan, or (B) such other deadline established by the Committee in accordance with the requirements of Section 409A, including, without limitation, such deadline as may be applicable under Section 3.2(d) or 3.2(e) below.

Timing of Deferral Elections for Performance-Based Compensation.  Subject to the limitations described below, the Committee may determine that an irrevocable deferral election for an amount that qualifies as Performance-Based Compensation may be made by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than 6 months before the end of the performance period.

Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture.  With respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, the Committee may determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures, no later than the 30^th day after the Participant obtains the legally binding right to the compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse, as determined in accordance with Treas. Reg. §1.409A-2(a)(5).

For each Plan Year, the Company may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into between the Participant and any member of the Company Group, which amounts shall be part of the Participant’s Company Contribution Amount for that Plan Year.  Such amounts shall be credited to the Participant’s Annual Account for the applicable Plan Year on the date or dates prescribed by such agreements.

For each Plan Year, the Company, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Annual Account under the Plan, which amount shall be part of the Participant’s Company Contribution Amount for that Plan Year.  The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year.  The Company Contribution Amount described in this Section 3.4(b), if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee.

If not otherwise specified in the Participant’s employment or other agreement entered into between the Participant and any member of the Company Group, the amount (or the method or formula for determining the amount) of a Participant’s Company Contribution Amount shall be set forth in writing in one or more documents, which shall be deemed to be incorporated into the Plan in accordance with Section 1.26.

Measurement Funds.  A Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion (the “Measurement Funds”), for the purpose of crediting or debiting investment experience to his or her Cash Account.  The Committee shall determine the number and type of Measurement Funds, which may include a specified interest rate, one or more investment options, an index or similar measure, or a series of hypothetical investment options.  As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund.

Election of Measurement Funds.  A Participant, in connection with his or her initial deferral election in accordance with Section 3.2 above, shall elect, on the Election Form, one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Cash Account.  If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Cash Account shall automatically be allocated into the designated default Measurement Fund, as determined by the Committee, in its sole discretion.  The Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Cash Account, or to change the portion of his or her Cash Account allocated to each previously or newly elected Measurement Fund.  If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence.  Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations on the frequency with which one or more of the Measurement Funds elected in accordance with this Section 3.7(a) may be added or deleted by such Participant; furthermore, the Committee, in its sole discretion, may impose limitations on the frequency with which the Participant may change the portion of his or her Cash Account allocated to each previously or newly elected Measurement Fund.

Proportionate Allocation.  In making any election described in this Section 3.7(a), the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Cash Account or Measurement Fund, as applicable, to be allocated/reallocated.

Crediting or Debiting Method.  The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant.

No Actual Investment.  Notwithstanding any other provision of the Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation of his or her Cash Account thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Cash Account shall not be considered or construed in any manner as an actual investment of his or her Cash Account in any such Measurement Fund.  In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves.  Without limiting the foregoing, a Participant’s Account shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

Stock Account.

The portion of a Participant’s Account attributable to the deferral of RSUs pursuant to the terms of the Plan will be automatically and irrevocably allocated to the Stock Account.  No portion of the Participant’s Cash Account can be either initially allocated or re-allocated to the Stock Account.  Amounts allocated to the Stock Account shall only be distributable in actual shares of Stock, provided that fractional shares may be distributed in cash.  Amounts credited to a Stock Account shall not accrue interest or earnings.

Any stock dividends that are paid pursuant to the Equity Plan and related award agreements during any period that a Participant holds Stock in a Stock Account, shall be credited to the Participant’s Stock Account in the form of additional shares of Stock and shall automatically and irrevocably be deemed to be re-invested in the Stock Account until such amounts are distributed to the Participant. The number of shares credited to the Participant for a particular stock dividend shall be equal to (A) the number of shares of Stock credited to the Participant’s Stock Account as of the payment date for such dividend in respect of each share of Stock, multiplied by (B) the number of additional whole or fractional shares of Stock actually paid as a dividend in respect of each share of Stock.  Any cash dividends that are paid pursuant to the Equity Plan and related award agreements during any period that a Participant holds Stock in a Stock Account shall be credited to the Participant’s Cash Account on the date on which the applicable dividend is paid to stockholders generally or such other date as is determined by the Committee and held in the Cash Account until such amounts are distributed to the Participant.  The cash credited to a Participant’s Cash Account for a particular cash dividend shall be equal to (A) the number of shares of Stock credited to the Participant’s Stock Account as of the payment date for such dividend in respect of each share of Stock, multiplied by (B) the fair market value of the dividend, divided by (C) the fair market value of the Stock on the payment date for such dividend.

For purposes of this Section 3.7(b), the fair market value of a share of Stock as of a particular date shall mean the fair market value of a share of Stock as determined in accordance with the Equity Plan.  The RSUs that may be paid pursuant to the Plan shall be issued under the Equity Plan subject to all of the terms and conditions of the Equity Plan, and only to the extent that Stock remains available for issuance under the Equity Plan. The terms and conditions of the Equity Plan are incorporated into and made a part of this Plan with respect to any RSUs paid pursuant to this Plan, and any awards of RSUs shall be governed by and construed in accordance with the provisions of the Equity Plan. In the event of any inconsistency between the Equity Plan and this Plan with respect to RSUs, the terms of the Equity Plan shall control.  The Plan does not constitute a separate source of Stock for the RSU grants described herein.

Notwithstanding anything to the contrary, all Stock or other securities delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange on which such Stock or other securities are then listed, and any applicable federal, state or local securities laws.  The Committee may at any time alter the effective date of any investment or allocation involving the Stock Account pursuant to Section 9.1 (relating to safeguards against insider trading).  The Committee may also, to the extent necessary to ensure compliance with Rule 16b-3(f) of the Act, arrange for tracking of any such transaction defined in Rule 16b-3(b)(1) of the Act and bar any such transaction to the extent it would not be exempt under Rule 16b-3(f).  The Company may also impose blackout periods pursuant to the requirements of the Sarbanes-Oxley Act of 2002 whenever the Company determines that circumstances warrant.  Further, the Company may impose blackout periods on insider trading with respect to Stock Accounts, as needed (as determined by the Company) in accordance with the Company’s insider trading policy, as it may be amended from time to time.

Annual Deferral Amounts.  For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Company Group shall withhold from that portion of the Participant’s Base Salary and/or Bonus that is not being deferred, in a manner determined by Company Group, the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount.  If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.8.

Company Contribution Amounts.  When a Participant becomes vested in a portion of his or her Account attributable to any Company Contribution Amounts, the Company Group shall withhold from that portion of the Participant’s Base Salary and/or Bonus that is not deferred, in a manner determined by the Company Group, the Participant’s share of FICA and other employment taxes on such amounts.  If necessary, the Committee may reduce the vested portion of the Company Contribution Amount in order to comply with this Section 3.8.

RSU Amounts .  For each Plan Year in which an RSU Amount is being first withheld from an Employee Participant, the Company Group shall withhold from that portion of the Participant’s compensation not being deferred, in a manner determined by the Company Group, the Participant’s share of FICA and other employment taxes on such RSU Amount.  If necessary, the Committee may reduce the RSU Amount in order to comply with this Section 3.8.

Distributions.  The Company Group, or the trustee of the Trust, shall withhold from any payments made to a Participant under the Plan all federal, state and local income, employment and other taxes required to be withheld by the Company Group, or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of Company Group and the trustee of the Trust.

The election of the new Benefit Distribution Date shall have no effect until at least 12 months after the date on which the election is made;

The new Benefit Distribution Date selected by the Participant for such Scheduled Distribution must be the first day of a Plan Year that is no sooner than 5 years after the previously designated Benefit Distribution Date; and

The election must be made at least 12 months prior to the Participant’s previously designated Benefit Distribution Date for such Scheduled Distribution.

If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a distribution event described in this Article 4 and Article 5, as applicable, the Participant may petition the Committee to receive a partial or full payout from the Plan.  The payout, if any, from the Plan shall not exceed the lesser of (i) the Participant’s Cash Account, calculated as of the close of business on or around the Benefit Distribution Date for such payout, as determined by the Committee in accordance with provisions set forth below, or (ii) the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated as a result of the distribution.  A Participant shall not be eligible to receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise; (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or (C) by cessation of deferrals under the Plan.

A Participant’s deferral elections under the Plan shall also be cancelled to the extent the Committee determines that such action is required for the Participant to obtain a hardship distribution from a 401(k) plan of the Company Group pursuant to Treas. Reg. §1.401(k)-1(d)(3).

Termination Benefit.  If a Participant experiences a Separation from Service, the Participant will receive a distribution of his or her Account (a “Termination Benefit”).

Timing of Termination Benefits.  A Participant’s Termination Benefit will be calculated as of the close of business on or around the Benefit Distribution Date for such benefit.

Election of Payment Form.  In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant may elect the form of Termination Benefit in which his or her Annual Account for such Plan Year will be paid.  The Participant may elect to receive the Termination Benefit in the form of a lump sum payment or pursuant to the Annual Installment Method, as permitted by the Committee and provided in an Election Form approved by the Committee. If a Participant does not make any election with respect to the Termination Benefit, then the Participant will be deemed to have elected to receive such Annual Account as a lump sum.

Modification of Payment Form.  If permitted by the Committee, a Participant may change the form of Termination Benefit payment for an Annual Account, by submitting an Election Form to the Committee in accordance with the following criteria:

The election will not take effect until 12 months after the date on which the election is made;

The new Benefit Distribution Date for such Annual Account will be 5 years after the Benefit Distribution Date that would otherwise have been applicable to such Annual Account; and

The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to such Annual Account.

Timing of Payments.  The lump sum payment will be made, or installment payments will commence, upon the Participant’s Benefit Distribution Date.  Remaining installments, if any, will be paid upon each anniversary of the Participant’s Benefit Distribution Date.

that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant;

the specific reason(s) for the denial of the claim, or any part of it;

specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;

an explanation of the claim review procedure set forth in Section 10.3 below; and

a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

may, upon request and free of charge, have reasonable access to, and copies of all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claim for benefits;

may submit written comments or other documents; and/or

may request a hearing, which the Committee, in its sole discretion, may grant.

specific reasons for the decision;

specific reference(s) to the pertinent Plan provisions upon which the decision was based;

a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and

a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

My Scheduled Distribution Date;

Within 60 days after my “separation from service” (as defined in the Plan)*;

Within 60 days after a “change in control” (as defined in the Plan);

Within 60 days after my “disability” (as defined in the Plan); or

Within 60 days after my death.

This election only applies for Base Salary, Bonus and/or RSUs paid or awarded in the 20__ calendar year (if any).  If I wish to defer any of my compensation with respect to future years, I will need to make a new election.

The Plan has been made available to me, and I have had the opportunity to ask questions and receive answers regarding the terms and conditions of the Plan.  I have read and understand the terms of the Plan and this Election Form and agree to all of the terms and conditions.

I may make, with the consent of the Committee, a subsequent election to further defer payment subject to this Election Form, and that such an election must be made at least 12 months prior to my original Scheduled Distribution Date and I further understand that my newly selected Scheduled Distribution Date must be at least five years after the date of the original Scheduled Distribution Date.  I further understand that the ability to make such a subsequent deferral election may not be available to me if the Committee changes the administration policies.

Vericel may take whatever steps it, in its sole discretion, deems appropriate or necessary to satisfy the applicable local, state, federal or foreign income tax, Social Security, Medicare and other tax withholding obligations.

Cash Deferral.  I hereby elect to defer the following (my “Annual Deferral Amount”): (please specify a whole percentage)

Time of Distribution.  I hereby elect that my Annual Deferral Amount and/or RSU Amount deferred pursuant to this Election Form be distributed to me, or commence to be distributed to me, on [___________](If you would like to elect a specific distribution date, please specify a date of distribution (the “Scheduled Distribution Date”), which must be no earlier than 2 years from the date of this election form.  If deferring RSUs, the Scheduled Distribution Date must be no earlier than the last date the deferred RSU Amount is originally scheduled to vest in accordance with the vesting schedule as provided in the RSU award agreements).

My Scheduled Distribution Date;

Within 60 days after my “separation from service” (as defined in the Plan);

Within 60 days after a “change in control” (as defined in the Plan);

Within 60 days after my “disability” (as defined in the Plan); or

Within 60 days after my death.

This election only applies Cash Deferral Fees and/or RSUs paid or awarded in the 20__ calendar year (if any).  If I wish to defer any of my compensation with respect to future years, I will need to make a new election.

The Plan has been made available to me, and I have had the opportunity to ask questions and receive answers regarding the terms and conditions of the Plan.  I have read and understand the terms of the Plan and this Election Form and agree to all of the terms and conditions.

I may make, with the consent of the Committee, a subsequent election to further defer payment subject to this Election Form, and that such an election must be made at least 12 months prior to my original Scheduled Distribution Date and I further understand that my newly selected Scheduled Distribution Date must be at least five years after the date of the original Scheduled Distribution Date. I further understand that the ability to make such a subsequent deferral election may not be available to me if the Committee changes the administration policies.

Vericel may take whatever steps it, in its sole discretion, deems appropriate or necessary to satisfy the applicable local, state, federal or foreign income tax, Social Security, Medicare and other tax withholding obligations.