Vice President of Research & Development Employment Agreement

Exhibit 10.1 (o) THERMOGENESIS CORP. EMPLOYMENT AGREEMENT
for
Dennis F. Marr, Ph.D. THERMOGENESIS CORP. (" Employer" ) and Dennis F. Marr, Ph.D. (" Employee" ), agree as follows:1. Employment . Employer employs Employee and Employee accepts employment with Employer on the terms and conditions set forth in this Employment Agreement (" Agreement" ).2. Position; Scope of Employment . Employee shall have the position of Vice President of Research & Development (" R&D" ) for Employer, and shall have the duties and authority set forth below, and as detailed on the position description attached as Exhibit " A" , which duties and authority may be modified from time to time by Employer. As Vice President of R&D, Employee shall report directly to Employer' s President & Chief Operating Officer. 2.1. Entire Time and Effort . Employee shall devote Employee' s full working time, attention, abilities, skill, labor and efforts to the performance of his employment. Employee shall not, directly or indirectly, alone or as a member of a partnership or other organizational entity, or as an officer of any corporation (other than any which are owned by or affiliated with Employer) (i) be substantially engaged in or concerned with any other commercial duties or pursuits, (ii) engage in any other business activity that will interfere with the performance of Employee' s duties under this Agreement, except with the prior written consent of Employer, or (iii) join the board of directors of any other corporation; provided , however, that Employee may join the board of directors of no more than two unaffiliated corporations so long as such corporations are not competitive to the current or future operations of Employer and those corporations offer some synergistic prospects or other support for Employer' s goals. 2.2. Rules and Regulations . Employee agrees to observe and comply with Employer' s rules and regulations as provided by Employer and as may be amended from time to time by Employer and will carry out and perform faithfully such orders, directions and policies of Employer. To the extent any provision of this Agreement is contrary to an Employer rule or regulation, as such may be amended from time to time, the terms of this Agreement shall control. 2.3. Limitations Upon Authority to Bind Employer . Employee shall not engage in any of the following actions on behalf of Employer without the prior approval of Employer: (i) borrow or obtain credit in any amount or execute any guaranty, except for items purchased from vendors in the ordinary course of Employer' s operations; (ii) expend funds for capital equipment in excess of expenditures expressly budgeted by Employer, if applicable, or in the event not budgeted, not to exceed the amounts set forth in subparagraph (iii); (iii) sell or transfer capital assets exceeding Ten thousand Dollars ($10,000) in market value in any single transaction

1


or exceeding Fifty Thousand Dollars ($50,000) in the aggregate during any one fiscal year; (iv) execute any lease for real or personal property; or (v) exercise any authority or control over the management of any employee welfare or pension benefit plan maintained by Employer or over the disposition of the assets of any such plan.3. Term . The term of this Agreement shall be for a period of three (3) years which shall commence on August 23, 2004 and end on August 22, 2007 (subject to adjustment to an earlier start date and termination date by mutual agreement); unless terminated earlier as provided below in section 5.4. Compensation . Employer shall pay to or provide compensation to Employee as set forth in this section 4. All compensation of every description shall be subject to the customary withholding tax and other employment taxes as required with respect to compensation paid to an employee. 4.1. Base Salary . Employer shall pay Employee a base salary of One Hundred Seventy-Five Dollars ($175,000) per year commencing on August 23, 2004 (" Base Salary" ). Employee' s Base Salary shall be payable in accordance with Employer' s regular pay schedule, but not less frequently than twice per month. 4.2. Annual Review . On the date of Employer' s annual meeting of stockholders and on each subsequent annual meeting of stockholders during the term of this Agreement, or at such other time as Employer may establish in its discretion, Employer shall review the previous year' s performance of Employee for the purpose of making reasonable increases to Employee' s Base Salary; provided that Employer shall not be required to increase Employee' s Base Salary, but may do so at its discretion. 4.3. Cash/Stock Bonuses . In addition to the Base Salary provided for in sections 4.1 and 4.2, Employee is eligible to receive discretionary bonuses based on Employer performance and Employee' s attainment of objectives periodically established by Employer. Such discretionary bonuses may be paid in cash, through issuance of stock or grant of stock options, or any combination thereof, subject to Board discretion. Annual bonuses that may be awarded to Employee shall not exceed twenty-five percent (25%) of Employee' s Base Salary then in effect in any given year. 4.4. Stock Option Grants . In addition to Base Salary provided for in sections 4.1 and 4.2, Employee is eligible to receive, in addition to any cash bonus provided for in section 4.3, an award of stock options as may be determined from time to time by Employer' s Compensation Committee which consists of disinterested directors who administer Employer' s Amended 1994 Stock Option Plan and Amended 1998 Employee Equity Incentive Plan. At the inception of this Agreement, and subject to Plan requirements, Employee shall be granted an initial option to acquire 60,000 shares of the Company' s common stock, five (5)-year vesting. Incident to the provisions of Section 4.3., Employer' s Compensation Committee will establish an incentive program whereby Employee may earn and be granted additional options.

2


4.5. Vacation and Sick Leave . Employee shall be entitled to accrue up to three (3) weeks vacation annually; provided, however, that vacation time may not accrue beyond two weeks of accrued and unused time. Vacation pay shall not accrue beyond two (2) weeks at any given time. Employee shall be entitled to sick leave in accordance with Employer' s sick leave policy, as amended from time to time. At the end of each calendar year, subject to the limit on two weeks accrued and unused vacation, all such unused and accrued vacation time shall be paid in cash. 4.6. Other Fringe Benefits . Employee shall participate in all of Employer' s fringe benefit programs in substantially the same manner and to substantially the same extent as other similar employees of Employer, excluding only those benefits expressly modified by the terms hereof. 4.7. Expenses . Employee shall be reimbursed for his reasonable business expenses; subject to the presentation of evidence of such expenses in accordance with established policies adopted by Employer from time to time. 4.8. Compensation From Other Sources . Any proceeds that Employee shall receive by virtue of qualifying for disability insurance, disability benefits, or health or accident insurance shall belong to Employee. Employee shall not be paid Base Salary in any period in which he receives benefits as determined and paid under Employer' s long-term disability policy. Benefits paid to Employee under Employer' s short-term disability policy shall reduce, by the same amount, Base Salary payable to Employee for such period. 4.9. Initial Signing Bonus . Employee shall be paid an initial signing bonus of $30,000, which shall be paid on the first full payroll following Employee' s commencement of services under this Agreement.5. Early Termination . Employee' s employment with Employer may be terminated prior to the expiration of the term of this Agreement, upon any of the following events: (i) the mutual agreement of Employer and Employee in writing; (ii) the disability of Employee, which shall, for the purposes of this Agreement, mean Employee' s inability, for a period exceeding three (3) months as determined by a qualified physician, and which qualifies Employee for benefits under Employer' s long-term disability policy, to perform in the usual manner the material duties usually and customarily pertaining to Employee' s long-term employment; (iii) Employee' s death; (iv) notice of termination by Employer for cause; (v) Employer' s cessation of business; (vi) written notice of termination by Employer without cause upon fourteen (14) days' notice, subject to the provisions for compensation upon early termination in section 5.3(b); (vii) debarment by any federal agency that would limit or prohibit Employee from serving in his capacity for Employer under this Agreement, or (viii) upon a Change in Control (as defined below) of Employer (as defined in and under the circumstances describe ...