Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On December 3, 2021, Athersys, Inc. (the "Company") entered into updated
employment agreements ("Updated Employment Agreements") with each of Mr. William
Lehmann, the Company's President and Chief Operating Officer (and current
Interim Chief Executive Officer), Mr. Ivor Macleod, the Company's Chief
Financial Officer, and Dr. John Harrington, the Company's Executive Vice
President and Chief Scientific Officer (collectively, the "Officers"). The
Updated Employment Agreements will become effective on December 31, 2021, and
are expected to continue until either the Officer or the Company terminates the
Officer's employment for any reason.
The prior employment agreements with Mr. Lehmann and Dr. Harrington were first
entered into more than 17 years ago, without many updates since that time. The
Updated Employment Agreements are intended to modernize, by superseding and
replacing, the Officers' prior employment agreements (the "Prior Employment
Agreements"). While Mr. Macleod's Prior Employment Agreement was entered into in
January 2020, he also entered into an Updated Employment Agreement so that his
agreement's terms are materially consistent with those for Mr. Lehmann and Dr.
Harrington.
Under the Updated Employment Agreements, certain changes were made to modernize
and update the Prior Employment Agreements to reflect current market practices.
However, the Officers' annual base salary rates and annual cash incentive
compensation program ("Annual Incentive Program") participation levels remain
unchanged from currently effective 2021 levels. Those salary rates are $453,486
(Mr. Lehmann), $422,300 (Mr. Macleod), and $453,287 (Dr. Harrington), and those
target Annual Incentive Program opportunities (the "Annual Incentive
Opportunities") are (as a percentage of annual base salary) 45% for Mr. Lehmann,
40% for Mr. Macleod, and 45% for Dr. Harrington, with no minimum payment
guaranteed for any Officer.
The Officers will continue to be eligible to participate in the Company's annual
stock-based award program as determined annually at the discretion of the Board
of Directors of the Company (the "Board") or the Compensation Committee of the
Board. The Officers will also be eligible to participate in the Company's
employee benefit plans, programs, and policies for Company executive officers,
including four weeks of paid vacation per year (pro-rated for partial years of
employment).
In particular, the Updated Employment Agreements provide that each Officer will
be eligible to receive severance benefits (subject to execution of a general
release of claims against the Company) upon certain qualifying terminations of
employment, including termination of the Officer's employment by the Company
without "Cause" or by the respective Officer for "Good Reason" (as such terms
are defined in the Updated Employment Agreement). In general, the severance
benefits will consist of: (1) for a qualifying termination not within 12 months
after a "Change in Control" of the Company (as defined in the Updated Employment
Agreement), certain accrued obligations, plus 12 months of salary continuation
(18 months for Dr. Harrington) and (subject to applicable enrollment) 12 months
of COBRA premiums (18 months for Dr. Harrington); and (2) for a qualifying
termination within 12 months after such Change in Control, certain accrued
obligations, 12 months of salary continuation (18 months for Dr. Harrington),
one times the Officer's target Annual Incentive Opportunity for the year of
termination (1.5 times for Dr. Harrington), a pro-rata payment under the Annual
Incentive Program for the year of termination based on actual achievement, and,
subject to applicable enrollment, 12 months of COBRA premiums (18 months for Dr.
Harrington). The Change in Control severance benefits under the Updated
Employment Agreements are "double triggered," requiring first a Change in
Control and then a qualifying termination of employment, rather than
constituting "single trigger" benefits.
The Officers will be subject to customary restrictive covenants, including
non-competition and non-solicitation obligations that remain in effect both
during the employment term and for 12 months following termination of
employment, as well as other customary restrictive covenants that remain in
effect indefinitely, such as confidentiality provisions.

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