8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2007 (April 24, 2007)

THERMOGENESIS CORP.

(Exact name of registrant as specified in its charter)

Delaware	333-82900	94-3018487
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2711 Citrus Road
Rancho Cordova, California 95742
(Address and telephone number of principal executive offices) (Zip Code)

(916) 858-5100
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

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

     (b). Resignation of President

     Mr. Kevin Simpson resigned as ThermoGenesis Corp.’s (the “Company”) President and General Manager of Surgical Wound Care effective April 30, 2007, to pursue personal interests. Mr. Simpson will receive severance pay equal to six months of his annual salary or $115,000 for transition activities and his efforts and dedication to the Company.

     (c). Appointment of President and Chief Operating Officer

     Effective April 26, 2007, the Company appointed Dr. William R. Osgood, age 61, as President and Chief Operating Officer. Since January 1, 2007, Dr. Osgood has served as the Company’s General Manager of Operations pursuant to an employment agreement entered into in December 2006. The employment agreement has been amended to reflect Dr. Osgood’s new position in the Company, and to provide for further payments in the event Dr. Osgood is terminated as a result of actions taken by a new Chief Executive Officer. Dr. Osgood’s salary has been increased to $290,000. All other terms of the employment agreement remain the same.

     Prior to joining the Company, Dr. Osgood worked for or was responsible to The Sorin Group, which holds a conglomerate of companies dedicated to medical technology and product development for treatment of cardiovascular and renal disease. Of such companies held by Sorin Group, from June 2001 to March 2006 Dr. Osgood was the Vice President/General Manager of COBE Cardiovascular, Inc., a $140 million division headquartered in Milan, Italy. In March 2006 Dr. Osgood was promoted to Senior Vice President, Cardiopulmonary Business Line. Dr. Osgood holds the following degrees from University of California, Los Angeles: BS in Engineering, MS in Control Theory, MBA and Ph.D. in Systems Engineering.

     There have been no related party transactions between Dr. Osgood and the Company. During the last fiscal year Dr. Osgood has not been a party to any transaction or proposed transaction, to which the Company is or was to be a party, in which Dr. Osgood would have a direct or indirect material interest. Dr. Osgood has no family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers.

     (e). Contracts

     Effective April 26, 2007, the Company and Mr. Matt Plavan, the Company’s Chief Financial Officer, agreed to increase Mr. Plavan’s salary and consolidate additional duties under his responsibilities. In addition to his current duties, Mr. Plavan will assume the duties of managing investor relations for the Company. The Company will increase Mr. Plavan’s annual base salary to $230,000 and issue 10,000 shares of the Company’s restricted common stock to Mr. Plavan, one-half vesting immediately and the remainder on the first anniversary of the grant date.

     On April 24, 2007, the Company and Mr. Philip H. Coelho, Chairman and Chief Executive Officer of the Company, entered into a new three year employment agreement to further the Company’s strategic goal for succession planning (the “Agreement”). In accordance with the Agreement, (i) the prior employment agreement between Mr. Coelho and the Company as of June 2002 is terminated; (ii) Mr. Coelho will remain as Chief Executive Officer of the Company until his replacement is identified and retained, at which time he will serve as the Chief Technology Architect of the Company; and (iii) Mr. Coelho will continue to serve as Chairman of the Board for a period of 3 years.

     Mr. Coelho will be paid an annual salary of $360,000 and granted 500,000 shares of restricted common stock, 33 1/3 vesting after the first anniversary of the grant date and the remainder, monthly over two years. Mr. Coelho is eligible to receive stock options and bonuses based on his performance and the attainment of objectives established by the Company; provided, however, his bonuses shall not exceed 35% of his base salary in effect for any given year and shall be subject to Compensation Committee oversight for meeting stated objectives. Cash bonuses will only be paid when the Company attains positive cash flow and net income. The Agreement may be terminated prior to the expiration of the Agreement, upon the mutual agreement of the Company and Mr. Coelho. In addition, the Agreement provides that in the event Mr. Coelho is involuntarily terminated without cause, Mr. Coelho will be paid the greater of 12 months of his salary or his entire salary remaining under the term of the Agreement.

     For more information, see the Agreement attached as Exhibit 10 and the Press Release attached as Exhibit 99.1.

Section 9 — Financial Statements and Exhibits

Section 9.01 Financial Statements and Exhibits

Exhibit No.		Exhibit Description
	10	Executive Employment Agreement dated April 24, 2007
	99.1	Press release dated April 25, 2007, titled “ThermoGenesis Announces Record Revenues and Key Executive Changes”

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THERMOGENESIS CORP., a Delaware Corporation
Dated: April 30, 2007	/s/ Matthew Plavan
	Matthew Plavan,
	Chief Financial Officer

Exhibit No.		Exhibit Description
	10	Executive Employment Agreement dated April 24, 2007
	99.1	Press release dated April 25, 2007, titled “ThermoGenesis Announces Record Revenues and Key Executive Changes”

EX-10

Exhibit 10

THERMOGENESIS CORP.

EXECUTIVE EMPLOYMENT AGREEMENT

     THERMOGENESIS CORP. (“Employer”) and Philip H. Coelho (“Executive”), agree as follows:

1. Employment. Employer employs Executive and Executive accepts employment with Employer on the terms and conditions set forth in this Employment Agreement (“Agreement”).

2. Position; Scope of Employment. Executive shall have the position of Chief Executive Officer, and the position will transition upon Employer’s engagement of a new Chief Executive Officer, at which time Executive shall serve as Chief Technology Architect. Executive agrees to perform such services customary to such offices as shall be assigned to him by the Board of Directors. Executive shall report directly to Employer’s Board of Directors. Upon assuming the role of Chief Technology Architect, Executive shall report directly to the Governance and Nominating Committee of the Board of Directors and perform such services customary to such office, including those provided on the attached Exhibit A. In addition, Executive will agree to serve as Chairman of the Board, at the Board’s discretion, for a period of three years. It is contemplated that Executive may serve in the role of Chief Executive Officer for a period not to exceed 12 months from the effective date of this Agreement, and shall assist the transition of the office to a new Chief Executive Officer over a period of at least 6 months from the date a new Chief Executive Officer is engaged. Executive’s prior Employment Agreement is hereby terminated and superseded in whole by this Employment Agreement.

     2.1. Entire Time and Effort. Executive shall devote Executive’s full working time, attention, abilities, skill, labor and efforts to the performance of his employment. Executive 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 Executive’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 Executive may join the board of directors of no more than three unaffiliated corporations so long as such corporations are not directly competitive to the current or future operations of Employer.

     2.2. Rules and Regulations. Executive agrees to observe and comply with Employer’s rules and regulations (including Employer’s code of ethics and insider trading policy) 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. In his capacity as Chief Executive Officer, Executive shall not engage in any of the following actions on behalf of

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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 One Hundred thousand Dollars ($100,000) in market value in any single transaction or exceeding Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate during any one fiscal year; (iv) execute any lease for real 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 April 24, 2007 and end on April 23, 2010 (subject to adjustment to an earlier start date and termination date by mutual agreement); unless terminated earlier as provided below in Section 5. This Agreement shall be renewable in two one-year (1-year) extensions by mutual agreement.

4. Compensation. Employer shall pay to or provide compensation to Executive 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 Executive a base salary Three Hundred Sixty Thousand Dollars ($360,000) per year commencing on April 24, 2007 (“Base Salary”). Executive’s Base Salary shall be payable in accordance with Employer’s regular pay schedule, but not less frequently than twice per month.

     4.2. Review. Executive’s base salary and duties shall be reviewed by the Compensation Committee of the Board of Directors at least annually, and upon any transition to Chief Technology Architect. During the review, duties will be outlined, prior year performance assessed, and compensation may be adjusted up or down accordingly, at the discretion of the Compensation Committee. 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 the Governance and Nominating Committee may establish in its discretion, Governance and Nominating Committee shall review the previous year’s performance of Executive.

     4.3. Cash/Stock Bonuses. In addition to the Base Salary provided for in sections 4.1 and 4.2, Executive is eligible to receive discretionary bonuses based on Employer performance and Executive’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 Executive shall be up to thirty-five percent (35%) of Executive’s Base Salary then in effect in any given year. Cash bonus will be paid only when the Employer attains positive cash flow and net income.

     4.4. Stock Option Grants/Stock Grants. In addition to Base Salary provided for in

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Sections 4.1 and 4.2, Executive is eligible to receive 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 Equity Incentive Plans. All previously issued options shall continue to vest, consistent with the terms of such option agreements. In addition, Executive shall be granted 500,000 shares of stock pursuant to the Company’s 2006 Equity Incentive Plan and the form of Stock Grant Agreement attached to this Employment Agreement, which shares shall vest over three years, with acceleration of vesting under terms and conditions stated in the Stock Grant Agreement.

     4.5. [omitted]

     4.6. Vacation; Sick Leave; Insurance. Executive shall be entitled to three (3) weeks of vacation annually; provided, however, that vacation time may not accrue beyond two weeks of accrued and unused time with any unused balance to be paid in cash at the end of each calendar year, and further provided that accrued vacation pay shall not accrue beyond three (3) weeks at any given time without the unused balance being paid in cash. Executive shall be entitled to sick leave in accordance with Employer’s sick leave policy, as amended from time to time. During the term of this Agreement, Employer shall maintain in force current key man life insurance policies on Executive for which Employer and Executive’s wife are beneficiaries.

     4.7. Other Fringe Benefits. Executive 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.

     4.8. Expenses. Executive shall be reimbursed for his reasonable business expenses, subject to the presentation of evidence that such expenses are made in accordance with established policies adopted by Employer from time to time.

     4.9. Compensation From Other Sources. Any proceeds that Executive shall receive by virtue of qualifying for disability insurance, disability benefits, or health or accident insurance shall belong to Executive. Executive 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 Executive under Employer’s short-term disability policy shall reduce, by the same amount, Base Salary payable to Executive for such period.

5. Early Termination. Executive’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 Executive in writing; (ii) the disability of Executive due to physical or mental illness, which shall, for the purposes of this Agreement, mean Executive’s inability, for a period exceeding three (3) months, to substantially perform such duty on a full time basis; (iii) Executive’s death; (iv) notice of termination by Employer for “cause” (as defined in Section 5.1); (v) Employer’s cessation of business; (vi) written notice of termination by Employer without cause upon six months notice, subject to the provisions for compensation upon early termination in Section 5.3(b); (vii) upon a Change in Control (as defined below) of Employer (as defined in and under the circumstances described in Section 5.4);or resignation by Executive upon six (6) months prior written notice.

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     5.1. Definition of Cause. For purposes of this Agreement, any of the following shall constitute cause: (i) fraud, deliberate injury or intentional material misrepresentation by Executive to Employer or any others; (ii) embezzlement, theft or conversion by Executive; (iii) unauthorized disclosure or other use of Employer’s trade secrets, customer lists or confidential information; (iv) habitual misuse of alcohol or any non-prescribed drug or intoxicant; (v) willful misconduct that causes material harm to Employer, (vi) intentional violation of any other standards of conduct as set forth in Employer’s employee manual and policies, (vii) conviction of or plea of guilty or nolo contendere to a felony or to a misdemeanor involving moral turpitude, (viii) continuing failure to communicate and fully disclose material information to the Board of Directors, the failure of which would adversely impact the Company or may result in a violation of state or federal securities laws, or (ix) debarment by any federal agency that would limit or prohibit Executive from serving in his capacity for Employer under this Agreement.

     5.2. Damages. If Employer terminates Executive for cause, Employer shall be entitled to damages and all other remedies to which Employer may otherwise be entitled.

     5.3. Compensation Upon Early Termination.

(a)	If Executive resigns during the term of this Agreement (without mutual consent of Employer), or if this Agreement is terminated by Employer for cause, Executive shall be entitled only to all accrued but unpaid Base Salary and vacation pay accrued through the date of delivery of the notice of termination. All non-vested options and restricted stock shall be deemed canceled as of that date.
(b)	If Executive is involuntarily terminated without cause, as defined in Section 5.1 above, Employer shall pay to Executive as liquidated damages and in lieu of any and all other claims which Executive may have against Employer, the greater of twelve (12) months of Executive’s salary or the remaining term of this Agreement for Executive’s salary, excluding any amounts for benefits, payable over that period on each payroll period. Employer’s payment pursuant to this subparagraph shall fully and completely discharge any and all obligations of Employer to Executive arising out of or related to this Agreement and shall constitute liquidated damages in lieu of any and all claims which Executive may have against Employer not including any obligation under the workers’ compensation laws including Employer’s liability provisions.
	Initials: Executive ___Employer ___
(c)	If Executive’s employment is terminated as a result of death or total disability, Executive shall accrue all pay and benefits described herein until the date of termination. The date of termination shall be deemed the date of death or, in the event of disability, the date Executive qualified for total disability payments under Employer’s long-term disability plan.
(d)	If Executive’s employment is terminated involuntarily without cause or voluntarily from a breach of this Agreement by Employer, as a result of a Change in

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Control of Employer, Executive shall be entitled to a lump-sum payment equal to two times Executive’s Base Salary at the time; provided, however, if terminated involuntarily without cause, Executive agrees to remain for a transition period not to exceed six (6) months if requested by Employer. A “Change in Control” shall mean an event involving one transaction or a related series of transactions in which one of the following occurs: (i) Employer issues securities equal to 33% or more of Employer’s issued and outstanding voting securities, determined as a single class, to any individual, firm, partnership or other entity, including a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934; (ii) Employer issues securities equal to 33% or more of the issued and outstanding common stock of Employer in connection with a merger, consolidation or other business combination; (iii) Employer is acquired in a merger or other business combination transaction in which Employer is not the surviving company; (iv) all or substantially all of Employer’s assets are sold or transferred; or (v) there is a change in the members constituting a majority of the Board in any given year.

(e)

Except as expressly provided in paragraph (d) above, all compensation described in this Section 5.3 shall be due and payable in installments at least twice monthly or at the time of the delivery of notice of termination, at Employer’s sole discretion and election.

6. Confidential Information of Customers of Employer. Executive during the course of his duties will be handling financial, accounting, statistical, marketing and personnel information of customers of Employer. All such information is confidential and shall not be disclosed, directly or indirectly, or used by Executive in any way, either during the term of this Agreement or at any time thereafter except as required in the course of Executive’s employment with Employer.

7. Unfair Competition. During the term of this Agreement, Executive shall not, directly or indirectly, whether as a partner, employee, creditor, stockholder, or otherwise, promote, participate, or engage in any activity or other business which is directly competitive to the current operations of Employer or the currently contemplated future operations of Employer. The obligation of Executive not to compete with Employer shall not prohibit Executive from owning or purchasing any corporate securities that are regularly traded on a recognized stock exchange or on over-the-counter market. In order to protect the trade secrets of Employer, after the term, or upon earlier termination of this Agreement, Executive shall not, directly or indirectly, either as an employee, employer, consultants, agent, principal, partner, stockholder, corporate officer, director, or any other individual or representative capacity, engage or participate in any business that is in direct competition with the business of Employer for a period of one (1) year from the date of the expiration of this Agreement. Executive acknowledges that Employer’s business is not limited by geographical scope, is operating throughout the world and that the effect of this section may be to prevent Executive from working in a competitive business after termination of employment hereunder, and agrees that the limitations stated herein are fair in light of Executive’s past involvement with Employer’s trade secrets, intellectual property, and business plans, and is a reasonable restriction in consideration for the payments provided and the risks of exposure to Employer’s confidential information.

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8. Trade Secrets. Executive shall not disclose to any others, or take or use for Executive’s own purposes or purposes of any others, during the term of this Agreement or at any time thereafter, any of Employer’s trade secrets, including without limitation, confidential information, customer lists, computer programs or computer software of Employer. Executive agrees that these restrictions shall also apply to (i) trade secrets belonging to third parties in Employer’s possession and (ii) trade secrets conceived, originated, discovered or developed by Executive during the term of this Agreement. Information of Employer shall not be considered a trade secret if it is lawfully known outside of Employer by anyone who does not have a duty to keep such information confidential.

9. Inventions; Ownership Rights. Executive agrees that all ideas, techniques, inventions, systems, formulas, discoveries, technical information, programs, know-how, prototypes and similar developments (“Developments”) developed, created, discovered, made, written or obtained by Executive in the course of or as a result, directly or indirectly, of performance of his duties hereunder, and all related industrial property, copyrights, patent rights, trade secrets, moral rights and other forms of protection thereof, shall be and remain the property of Employer. Executive agrees to execute or cause to be executed such assignments and applications, registrations and other documents and to take such other action as may be requested by Employer to enable Employer to protect its rights to any such Developments. If Employer requires Executive’s assistance under this Section 9 after termination of this Agreement, Executive shall be compensated for his time actually spent in providing such assistance at an hourly rate equivalent to the prevailing rate for such services and as agreed upon by the parties.

10. Non-Solicitation; Post-Termination Cooperation.

10.1	Customers. While employed by Employer, and for a period of one (1) year thereafter, Executive agrees not to divert or attempt to divert (by solicitation or other means), whether directly or indirectly, Employer’s customers existing at the time Executive’s employment with Employer terminates.
10.2	Employees. While employed by Employer, and for a period of one (1) year thereafter, Executive will not solicit or encourage, or cause others to solicit or encourage, any employees of Employer to terminate their employment with Employer; provided, however, this obligation will not affect any responsibility Executive may have as an employee of Employer with respect to the bona fide hiring and firing of Employer personnel.
10.3	Post-Termination Cooperation. For a period of six months following any termination of this Agreement, Executive will make himself available and assist Employer, as reasonably requested, with respect to prior services, transition of duties, and intellectual property filings and protection.

11. Arbitration; Remedies. Any disputes regarding the rights or obligations of the parties under this Agreement shall be conclusively determined by binding arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association conducted in Sacramento, California, and judgment upon the award rendered by the

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arbitrator(s) may be entered in any court having jurisdiction thereof. THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP. Notwithstanding the previous sentence, the parties agree that, in the event of the breach or threatened breach of Sections 6-10 of this Agreement by Executive, monetary damages alone would not be an adequate remedy to Employer for the injury that would result from such breach, and that Employer shall be entitled to apply to any court of competent jurisdiction for specific performance and/or injunctive relief (without posting bond or other security) in order to enforce or prevent any violation of such provisions of this Agreement. Executive further agrees that any such injunctive relief obtained by Employer shall be in addition to monetary damages.

12. Actions Contrary to Law; Blue Pencil. Nothing contained in this Agreement shall be construed to require the commission of any act contrary to law, and whenever there is any conflict between any provision of this Agreement and any statute, law, ordinance, or regulation, contrary to which the parties have no legal right to contract, then the latter shall prevail; but in such event, the provisions of this Agreement so affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. The parties hereby acknowledge that the restrictions set forth in Sections 6-10 have been specifically negotiated and agreed to by the parties hereto and if the scope or enforceability of any such section is in any way disputed at any time, and should a court find that such restrictions are overly broad, the court may modify and enforce the covenant to the extent that it believes to be reasonable under the circumstances.

13. Internal Revenue Code.

     13.1 Section 280G. Notwithstanding any other provision of this Agreement to the contrary, if the right to receive or benefit from any payments under this Agreement, including Section 5.2(d), either alone or together with other payments that Executive has a right to receive from Employer, would constitute a “parachute payment” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), all such payments will be reduced to the largest amount that will result in no portion being subject to the excise tax imposed by Section 4999 of the Code.

14. Miscellaneous.

     14.1. Notices. All notices and demands of every kind shall be personally delivered or sent by first class mail to the parties at the addresses appearing below or at such other addresses as either party may designate in writing, delivered or mailed in accordance with the terms of this Agreement. Any such notice or demand shall be effective immediately upon personal delivery or three (3) days after deposit in the United States mail, as the case may be.

EMPLOYER:	ThermoGenesis Corp. 2711 Citrus Road Rancho Cordova, California 95742
EXECUTIVE:	Philip H. Coelho 1550 12th Avenue

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Sacramento, CA 95818

     14.2. Attorneys’ Fees; Prejudgment Interest. If the services of an attorney are required by any party to secure the performance hereof or otherwise upon the breach or default of another party to this Agreement, or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Agreement or the rights and duties of any person in relation thereto, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and other expenses, in addition to any other relief to which such party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law.

     14.3. Choice of Law, Jurisdiction, Venue. This Agreement is drafted to be effective in the State of California, and shall be construed in accordance with California law. The exclusive jurisdiction and venue of any legal action by either party under this Agreement shall be the County of Sacramento, California.

     14.4. Amendment, Waiver. No amendment or variation of the terms of this Agreement shall be valid unless made in writing and signed by Executive and Employer. A waiver of any term or condition of this Agreement shall not be construed as a general waiver by Employer. Failure of either Employer or Executive to enforce any provision or provisions of this Agreement shall not waive any enforcement of any continuing breach of the same provision or provisions or any breach of any provision or provisions of this Agreement.

     14.5. Assignment; Succession. It is hereby agreed that Executive’s rights and obligations under this Agreement are personal and not assignable. This Agreement contains the entire agreement and understanding between the parties to it and shall be binding on and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties hereto.

     14.6. Independent Covenants. All provisions herein concerning unfair competition and confidentiality shall be deemed independent covenants and shall be enforceable without regard to any breach by Employer unless such breach by Employer is willful and egregious.

     14.7. Entire Agreement. This document constitutes the entire agreement between the parties, all oral agreements being merged herein, and supersedes all prior representations. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties relating to the subject matter of this Agreement that are not fully expressed herein.

     14.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

     14.9. Captions. All captions of sections and paragraphs in this Agreement are for reference only and shall not be considered in construing this Agreement.

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     THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH AFFECTS YOUR LEGAL RIGHTS AND MAY BE ENFORCED BY THE PARTIES.

EMPLOYER: THERMOGENESIS CORP.
By:
	Matthew Plavan, Chief Financial Officer

By:
	Hubert Huckel, MD, Chairman, Compensation Committee

EMPLOYEE:
By:
	Philip H. Coelho, an Individual

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EXHIBIT A

PRINCIPAL RESPONSIBILITIES OF
CHIEF TECHNOLOGY ARCHITECT

     Work with the Advanced Development group to accomplish the following:

a)	analyze and evaluate development of the next platform technology to extend the current cell therapy product portfolio further into the future;
b)	assist with patents and protection of intellectual property rights to protect existing and future products;
c)	engage relationships with clinicians and research scientists whose support will be critical in the insertion of the Employer’s enabling products into important cell therapy clinical trials;
d)	analyze and evaluate collaboration relationships with academic institutions of regenerative medicine which advance the revenue and profit goals of the Employer’s strategic plan;
e)	evaluate potential acquisitions for technology that is accretive to existing product lines

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EX-99.1

Exhibit 99.1

ThermoGenesis Announces Record Revenues
and Key Executive Changes

Third Quarter Revenues Exceed $5 Million
CEO Philip Coelho to Become Chief Technology Architect, Remain Chairman
Board Retains DHR International for CEO Search
William Osgood Promoted to President & Chief Operating Officer

RANCHO CORDOVA, Calif., April 25, 2007 — ThermoGenesis Corp. (KOOL) today announced it achieved record revenues, exceeding $5 million, for its third fiscal quarter ended March 31, 2007, and key executive management change to support the Company’s strategy to accelerate penetration into the high-growth stem cell therapy and surgical wound care markets. Specifically, the Company announced that Chief Executive Officer (CEO) Philip H. Coelho has signed a new employment agreement to become Chief Technology Architect upon the appointment of a new CEO by the Company’s Board of Directors, a search for which is underway. Mr. Coelho will remain as Chairman of the Board and continue to serve as CEO until a new CEO is appointed, at which point he will work to ensure there is a smooth and orderly transition to his successor to create a foundation for corporate growth acceptable to the Board of Directors, as more fully described in the Company’s most recent Proxy Statement, dated October 26, 2006.

William Osgood, PhD., has been promoted to President and Chief Operating Officer. In his new position, Dr. Osgood will continue to oversee the Company’s operations and will add sales and marketing oversight of the cell therapy business to his responsibilities.

“Bill has done an exceptional job as General Manager of Operations since his arrival at ThermoGenesis in January and is a strong candidate for CEO. He has played a vital role in providing strong operations leadership and strengthening relationships with GE Healthcare and our major contract manufacturers,” said Mr. Coelho, “Bill has demonstrated that he has the proper skill set and experience to help drive the Company’s future growth.”

Dr. Osgood previously served as Senior Vice President of Sorin Group’s $250 million world wide cardiopulmonary business, where he managed commercial operations for its cardiopulmonary devices and disposables. Bill also led the industrial integration of cardiac surgery plants worldwide for Sorin. Dr. Osgood joined COBE Cardiovascular Inc before it became part of Sorin Group where he was General Manager. Prior to this, Dr. Osgood was Vice President for Baxter Healthcare’s $800 million CardioVascular Group, where he developed profitable

business relationships with leading academic medical centers, successfully re-engineered corporate business processes, and turned around their device manufacturing operations.

The Company also announced today that Kevin Simpson, General Manager of Surgical Wound Care, has decided to leave the Company, effective April 30^th, 2007, to pursue personal interests.

ThermoGenesis’ Governance and Nominating Committee, which consists of four independent board members, is directing DHR International to locate additional candidates to consider as Chief Executive Officer with proven success in leading a company from early stage through rapid and substantial top-line growth, having the requisite background to meet the demands of the Company’s many constituents including regulatory authorities, the public markets and the cell therapy and surgical wound care markets. DHR International is also conducting a search for the replacement of the General Manager of Surgical Wound Care and will be seeking two additional members for ThermoGenesis’ Board with commercial, regulatory, as well as, clinical expertise in regenerative medicine.

“Phil is a tremendous scientific leader who has done an outstanding job developing ThermoGenesis’ innovative technology platform that is changing the face of cell therapy and regenerative medicine. The Board is pleased that ThermoGenesis will continue to benefit from Phil’s experience as he leads the Company’s efforts to remain at the technology forefront and broaden its cell therapy and surgical wound care product lines,” said Mr. George Barry, Chairman of the Governance and Nominating Committee of the Board of Directors. “Management and the Board are focused on an orderly succession and transition to smoothly drive the Company’s expected growth as cell therapy becomes an increasingly important therapeutic platform.”

As Chief Technology Architect, Mr. Coelho will be responsible for maintaining and enhancing ThermoGenesis’ position as a technology leader in cell therapy and surgical wound care. He will collaborate with customers, partners and academia to conduct research, cultivate technology innovation and establish ThermoGenesis’ technology in clinical trials for cell therapy treatments. Additionally, he will work to expand and defend ThermoGenesis’ intellectual property patent portfolio and otherwise protect new technologies.

Conference Call and Webcast

Management will host a conference call Wednesday, April 25, 2007 at 2:00 PM Pacific (5:00 PM Eastern).

The call can be accessed by dialing 800-860-2442 within the U.S. or 412-858-4600 outside the U.S. and referencing, “ThermoGenesis.” William Osgood, President & Chief Operating Officer, Matthew Plavan, Chief Financial Officer and

Philip Coelho, Chief Executive Officer will host the call, followed by a Q&A session. Participants are asked to call the assigned number approximately 5 minutes before the conference call begins.

The conference call will also be available via the Internet at http://services.choruscall.com/links/thermogen070425.html

Replay

A replay of the conference call will be available two hours after the call for the following five business days by dialing 877-344-7529 within the U.S. or 412-317- 0088 outside the U.S. and entering the following account number when prompted ‘385107’.

About ThermoGenesis Corp.

ThermoGenesis Corp. (www.thermogenesis.com) is a leader in developing and manufacturing automated blood processing systems and disposable products that enable the manufacture, preservation and delivery of cell and tissue therapy products. These products include:

• The BioArchive^® System, an automated cryogenic device, is used by cord blood stem cell banks in more than 25 countries for cryopreserving and archiving cord blood stem cell units for transplant. GE Healthcare is the non-exclusive global distribution partner for the BioArchive System.

• The AutoXpress^™ System (AXP™) is a proprietary, semi-automated device and companion sterile blood processing disposable for harvesting stem cells from cord blood in a functionally closed system. GE Healthcare is the exclusive global distribution partner for the AXP AutoXpress System.

• The CryoSeal^® FS System, an automated device and companion sterile blood processing disposable, is used to prepare fibrin sealants from plasma in about an hour. Enrollment in a 150-patient U.S. pivotal clinical trial has been completed and a PMA is being reviewed by the FDA. The CryoSeal FS System has received the CE-Mark. From a marketing perspective, the CE Mark is the European equivalent to an FDA approval, in that it allows sales of the product throughout the European community. Asahi Medical is the exclusive distributor for the CryoSeal System in Japan and the Company markets through independent distributors in Europe and South America.

• The Thrombin Processing Device^TM (TPD™) is a sterile blood processing disposable that prepares activated thrombin from a small aliquot of plasma in less than 30 minutes. The CE-Marked TPD is currently being marketed in Europe by Biomet, Inc., subsidiary Biomet Biologics, Medtronic, Inc. and independent distributors.

This press release, including statements regarding financial information for future periods, contain forward-looking statements, and such statements are made pursuant to the safe

harbour provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual outcomes to differ materially from those contemplated by the forward-looking statements. Several factors, including timing of FDA approvals, changes in customer forecasts, our failure to meet customers’ purchase order and quality requirements, supply shortages, production delays, changes in the markets for customers’ products, introduction timing and acceptance of our new products scheduled for fiscal year 2007, and introduction of competitive products and other factors beyond our control, could result in a materially different revenue outcome and/or in our failure to achieve the revenue levels we expect for fiscal 2007. A more complete description of these and other risks that could cause actual events to differ from the outcomes predicted by our forward looking statements is set forth under the caption “Risk Factors” in our annual report on Form 10-K and other reports we file with the Securities and Exchange Commission from time to time, and you should consider each of those factors when evaluating the forward looking statements.

ThermoGenesis Corp.
Web site: http://www.ThermoGenesis.com
Contact: Matthew Plavan, CFO
+1-916-858-5100