Exhibit 10.15
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered in this
25th day of November, 1998, by and between REGENERATION TECHNOLOGIES, INC., a
Florida corporation (the "Corporation") having its principal address at 0
Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 and Xxxxxxxxx Xxxxxx ("Employee").
WHEREAS, the Corporation operates a tissue processing /
manufacturing facility in Alachua, Florida; and
WHEREAS, the Corporation desires to employ Employee and Employee
desires to accept such employment during the term of this Agreement and upon the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and the benefits
accruing to the parties hereto, the parties agree as follows:
1. Employment. The Corporation hereby agrees to employ Employee, and
Employee hereby agrees to accept such employment, to render services on behalf
of the Corporation as General Manager. The duties of Employee shall be those
established by the Corporation's Board of Directors, or its officers, from time
to time.
2. Devotion to Employment. During the term of this Agreement,
Employee shall devote his full time on behalf of the Corporation, and Employee
shall not engage in any other gainful employment without written consent of the
Corporation; provided, however, that nothing contained herein shall prohibit
Employee from investing or trading in stocks, bonds, commodities or other forms
of investment, including real property.
3. Term of Agreement. The effective date of this Agreement shall be
the
Subj: Employment Agreement ICO Xxxxxxxxx Xxxxxx
date of this Agreement, and it shall continue in full force and effect for a
period of five (5) years unless sooner terminated as hereinafter provided.
4. Compensation.
(a) Annual Salary. The Corporation shall pay to Employee as
compensation for Employee's services a salary of $125,000 per year, payable in
installments in accordance with the payroll policies of the Corporation in
effect from time to time during the Employment Term. Employee's salary shall be
reviewed annually by the Corporation's Board of Directors, at which time
Employee's salary may be adjusted as mutually agreed upon by Employee and the
Corporation's Board of Directors.
(b) Performance Bonus. To provide greater incentive for
Employee by rewarding him with additional compensation, a cash bonus may be paid
to Employee at any time during the year, or after the close of the year, based
upon the performance of the Corporation and the performance of Employee during
such year; provided, however, that the payment of any such bonus and the amount
thereof shall be within the sole discretion of the Corporation's Board of
Directors. Bonus agreements made as indicated by the initial employment offer
shall be honored provided all conditions and responsibilities remain the same.
In making bonus determinations, the Directors will consider the following:
(i) The net profit of the Corporation for the year;
(ii) The base salary of Employee;
(iii) Employee's overall performance as an employee of the
Corporation;
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(iv) A comparison of Employee's performance with the
performance of the other employees of the Corporation; and
(v) Such other matters as may be considered appropriate by the
Directors.
(c) Stock Options. Employee shall be granted an option to
purchase seventeen thousand five hundred (17,500) shares of common stock of
Regeneration Technologies, Inc. ("RTI") at the exercise price of Six and 25/100
Dollars ($6.25) per share, subject to approval of the Board of Directors and
subject to such vesting and other requirements as are set forth in the Omnibus
Stock Plan, the Employee Restricted Stock Agreement and the Incentive Stock
Option Grant Agreement between RTI and Employee as additional consideration for
services rendered to RTI.
(d) Withholding, FICA, FUTA. Employee's salary and performance
bonus, if any, shall be subject to, and reduced by, applicable federal income
tax withholding and FICA tax, and any other taxes imposed by law.
5. Other Benefits. The Employee shall be entitled to such vacation
days, sick days, insurance and other benefit programs as are established for all
other employees of the Corporation, on the same basis as such other employees
are entitled thereto, it being understood that the establishment, termination,
or change of any such program shall be at the instance of the Company, in
exercise of its sole discretion, from time to time, and any such termination or
change in any such program shall not affect this Agreement.
6. Fringe Benefits. During the term of this Agreement, Employee
shall be
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entitled to all fringe benefits offered generally to the Corporation's
managerial employees as established or modified from time to time by the
Corporation, pro-rated based on the percentage of time Employee devotes to the
Corporation, subject always to the rules in effect regarding participation in
such plans. Employee shall not by entitled to any fringe benefits as a result of
his employment with the Corporation.
7. Business Expenses. Except as otherwise provided herein, the
Corporation shall pay, either directly or by reimbursement to Employee, such
reasonable and necessary business expenses incurred by Employee in the course of
his employment by the Corporation as are consistent with the Corporation's
policies in existence from time to time, subject to such dollar limitations and
verification and record keeping requirements as may be established from time to
time by the Corporation.
8. Vacation and Sick Leave. Employee shall be entitled to such paid
vacation time and paid sick leave each year, as shall be authorized by the
Corporation from time to time. All vacations shall be taken by Employee at such
time or times as may be approved by the Corporation. There will be no carryover
of unused vacation time or sick leave from one year to another, and Employee
shall not be entitled to any pay for unused vacation or sick leave.
9. Time Off. Employee shall be entitled to such time off with pay
for attendance at seminars, courses, meetings and conventions as is authorized
by the Corporation from time to time. The specific seminars, courses, meetings
and conventions to be attended by Employee shall be subject to the Corporation's
prior approval.
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10. Termination of Employment.
(a) Voluntary Termination. Employee or the Corporation may
voluntarily terminate Employee's employment with the Corporation (and, expect as
otherwise specifically provided hereunder, this Agreement) at any time, by
delivering to the other party written notice of such intention not less than
thirty (30) days prior to the effective date of termination. Notwithstanding the
foregoing, if notice of termination is given by Employee to the Corporation,
then the Corporation shall have the option of advancing the effective date of
such termination to any date after receipt of such notice from Employee, which
option shall be exercised by the Corporation within three (3) business days of
receipt of such notice.
(b) Termination for Cause. The Corporation may immediately terminate
Employee's employment with the Corporation (and, except as otherwise
specifically provided hereunder, this Agreement) for "cause" by giving written
notice (without regard to the thirty (30) day period provided above) of such
termination to Employee specifying the grounds therefor. A termination for
"cause" shall only be for any one or more of the following reasons:
(i) Willfully or negligently damaging the Corporation's
property, business, reputation or goodwill;
(ii) Willfully injuring any employee of the Corporation;
(iii) Willfully injuring any person in the course of the
performance of services for the Corporation;
(iv) Lawfully charged with commission of a felony;
(v) Stealing, dishonesty, fraud or embezzlement;
(vi) Deliberate and continuous neglect of duty;
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(vii) Failure to properly perform Employee's duties;
(viii) Use of alcohol or narcotics to the extent it prevents,
in the sole judgement of the Corporation's Board of Directors, Employee from
effectively performing the duties set forth in Paragraph I above;
(ix) Violating the covenants set forth in Paragraph 11 or 12
of this Agreement.
The decision to terminate Employee's employment for "cause"
shall be made by the Corporation's Board of Directors in its sole discretion.
(c) Termination Upon Death, Incompentency or Disability.
Notwithstanding Subparagraph 9(a) above, the Corporation shall have the right to
terminate Employee's employment with the Corporation (and, expect as otherwise
specifically provided hereunder, this Agreement) immediately and without prior
written notice to Employee in the event that the Employee dies, or is
adjudicated incompetent, or is "permanently disabled", as hereinafter denied. As
used herein, the term "permanently disabled" shall mean that Employee is unable
to adequately perform his regular duties hereunder as a result of sickness or
accident and such condition appears to be permanent. The determination of
"permanent disability" shall be made by the Corporation's Board of Directors in
its sole and absolute discretion and its decision shall be final and binding on
Employee unless found to be arbitrary or capricious by a court of competent
jurisdiction.
(d) Performance of Duties During Notice Period. In the event that
Employee terminates Employee's employment with the Corporation in accordance
with the terms of Subparagraph 9(a), Employee, if requested by the Corporation,
shall continue to render services
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hereunder on behalf of the Corporation for the thirty (30) day period until the
effective date of termination, and shall, in such event, be paid the
compensation due Employee hereunder for the remainder of such period.
11. Confidential Information. Employee acknowledges and recognizes
that, in connection with the performance of Employee's duties and obligations
for the Corporation, Employee has and will have access to certain confidential
information of the Corporation, including, but not limited to, any intellectual
property of the Corporation, the identity of the Corporation's clients, the
identity of prospective clients, the existence of negotiations with prospective
clients of the Corporation, all drawings, records, sketches, models, financial
information, customer information, trade secrets, and trade secrets relating to
services of the Corporation, and products being developed by the Corporation
(the "Confidential Information"). Employee hereby acknowledges that the
maintenance of the confidentiality of the Confidential Information and
restrictions on the use of the Confidential Information is essential to the
Corporation. Employee shall not, at any time, whether during the term of this
Agreement or after the termination of Employee's employment with the Corporation
for any reason whatsoever, divulge or reveal any of the Confidential Information
to any person, party or entity, directly or indirectly. In addition, Employee
shall not utilize any of the Confidential Information for Employee's own
benefit, or for the benefit of any subsequent employer or competitor of the
Corporation. Employee shall maintain the Confidential Information in strict
confidence and shall not copy, duplicate or otherwise reproduce, in whole or in
part, such Confidential Information, except as necessary for Employee to perform
services for the Corporation. Upon the termination of Employee's employment by
the Corporation, or at the earlier request of the
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Corporation, Employee shall immediately surrender to the Corporation any and all
memoranda, records, files or other documents and any other materials (including
photocopies or other reproductions) relating to the Confidential Information.
Employee shall indemnify and hold the Corporation harmless from any loss,
damage, expense, cost or liability arising out of any unauthorized use or
disclosure of the Confidential Information by Employee. The provisions of this
Paragraph 11 shall survive the termination of Employee's employment with the
Corporation and the termination of this Agreement.
12. Employee Developments. Employee is aware and understands that
during the term of Employee's employment with the Corporation or with the
financial and other assistance that may be provided by the Corporation, Employee
may invent, create, develop and improve certain valuable property such as, but
not limited to, patents, trademarks, inventions, other patentable inventions and
other trade secrets and formula ("Employee Developments"). Employee agrees that
all Employee Developments that may be developed or produced by Employee during
Employee's employment by the Corporation are and will be the property of the
Corporation and that Employee further agrees that she will, at the request of
the Corporation, execute such documents as the Corporation may reasonably
request from time to time, to assign and transfer all of the right, title and
interest in Employee Developments that are the property of the Corporation to
the Corporation and she will cooperate with the Corporation in connection with
any patent applications. In this regard, Employee will, at all times, fully
advise and inform the Corporation of all matters that Employee may be developing
or working on while employed by the Corporation. Employee further agrees that
upon the termination of her employment with the Corporation for any reason
whatsoever, Employee shall immediately deliver and surrender to
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Subj: Employment Agreement ICO Xxxxxxxxx Xxxxxx
the Corporation any and all plans, documents and other materials of any nature
relating to the Employee Developments. The Corporation may provide additional
compensation to Employee as consideration for Employee Developments in
accordance with any patent policy of the Corporation. The provisions of this
Paragraph 12 shall survive the termination of this Agreement.
13. Limitation of Employment.
(a) In the event of the termination of Employee's employment with
the Corporation either by the Corporation for cause (as defined in Subparagraph
10(b) above) or voluntarily by Employee, Employee agrees that for a period of
three (3) years following the effective date of such termination, Employee will
not engage in or be employed by any business which engages in the business of
manufacturing or distributing products from bone tissue in the United States.
(b) In the event of the termination of Employee's employment with
the Corporation by the Corporation without cause, Employee agrees that for a
period of one (1) year following the effective date of such termination,
Employee will not engage in or be employed by any business which engages in the
business of manufacturing or distributing products from bone tissue within the
United States. In the event Employee is terminated by the Corporation without
cause, the Corporation will provide severance compensation to Employee as
follows:
(1) The Corporation provides no severance compensation in the
event of termination prior to the end of four (04) months of full time
employment;
(2) The Corporation provides one month of basic annual salary
if Employee has served five months of full time employment upon termination.
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(3) The Corporation provides Employee two (2) months of basic
annual salary upon termination, if the Employee has served six (06) full months
of employment, to be paid monthly;
(4) the Corporation provides Employee three (3) months of
basic annual salary if Employee has served at least (08) full months of
employment upon termination, to be paid out monthly;
(5) The Corporation provides Employee four (4) months of basic
annual salary if Employee has served at least (09) months of employment upon
termination, to be paid out monthly;
(6) The Corporation provides Employee five (5) months of basic
annual salary if Employee has served at least (10) months of employment upon
termination, to be paid out monthly;
(7) The Corporation provides Employee six (6) months of basic
annual salary if Employee has served at least (12) months of employment upon
termination, to be paid out monthly.
(b) Employee acknowledges that this restrictive covenant is
reasonably necessary to protect the Corporation's legitimate business interests,
which are represented by, among other things, the substantial relationships
between the Corporation and its licensees and tissue sources, as well as the
goodwill established by the Corporation with licensees and tissue sources in the
United States and other countries where the Corporation's tissues are
distributed over a protracted period.
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(c) Employee recognizes the fact that the Corporation would not sign
this Agreement without the inclusion of this covenant, and Employee confirms the
sufficiency of the consideration received by Employee, in the form of employment
by the Corporation, in accepting this covenant as a material term of the
Agreement.
(d) It is agreed that the Corporation will be entitled to specific
performance of this provision, and to injunctive relief, in view of the fact
that the actual harm is not readily ascertainable or compensable by money
damages.
(e) The period set forth in subparagraph (a) above will be tolled
during any time in which Employee is in violation of the restrictive covenant
contained in this Paragraph 13, and that period will begin to run again from the
date Employee ceases such violation.
(f) This Paragraph 13 will survive the termination of this Agreement
and the termination of Employee's employment with the Corporation.
14. Remedies For Breach. It is understood and agreed by the parties
that no amount of money would adequately compensate the Corporation for damages
which the parties acknowledge would be suffered as a result of a violation by
the Employee of the covenants contained in Paragraphs 12 and 13 above, and that,
therefore, the Corporation shall be entitled, upon application to a court of
competent jurisdiction, to obtain injunctive relief to enforce the provisions of
Paragraphs 12 and 13, which injunctive relief shall be in addition to any other
rights or remedies available to the Corporation. If such a violation occurs,
Employee shall be responsible for the payment of reasonable attorney's fees and
other costs and expenses incurred by the Corporation in enforcing the covenants
contained in Paragraphs 12 and 13 above, whether
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Subj: Employment Agreement ICO Xxxxxxxxx Xxxxxx
incurred at the trial level or in any appellate proceeding. The provisions of
this Paragraph 14 shall survive the termination of this Agreement.
15. Limitations on Authority. Without the express written consent of
the Corporation's Board of Directors, Chief Executive Officer, or the Vice
President of Business Development, Employee shall have no apparent or implied
authority to do any of the following:
(a) Pledge the credit of the Corporation or any of its other
employees;
(b) Bind the Corporation under any contract, agreement, note,
mortgage or other obligation, except in the performance of his/her functional
duties relating to Director, Sales and in conjunction with signature of CEO or
VP of Business Development;
(c) Release or discharge any debt due the Corporation unless
the Corporation has received the full amount thereof; or
(d) Sell, mortgage, transfer or otherwise dispose of any
assets of the Corporation.
16. Severability. If any provision of this Agreement shall be
declared invalid or unenforceable by a court of competent jurisdiction the
invalidity or unenforceability of such provision shall not affect the other
provisions hereof, and this Agreement shall be construed and enforced in all
respects as if such invalid or unenforceable provision was omitted.
17. Attorney's Fees and Costs. Except as provided in Paragraph 14
above, in the event a dispute arises between the parties hereto and suit is
instituted, the prevailing party in such litigation shall be entitled to recover
reasonable attorney's fees and other costs and expenses from the nonprevailing
party, whether incurred at the trial level or in any appellate proceeding.
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18. Governing Law; Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, and venue for any
legal proceeding or action at law arising out of or construing this Agreement
shall lie in the state courts of Alachua County, Florida, or the United States
District Court for the Northern District of Florida, Gainesville Division.
19. Completeness of Agreement. All understandings and agreements
heretofore made between the parties hereto with respect to the subject matter of
this Agreement are merged into this document which alone fully and completely
expresses their agreement. No change or modification may be made to this
Agreement except by instrument in writing duly executed by the parties hereto
with the same formalities as this document.
20. Notices. Any and all notices or other communications provided
for herein shall be given in writing and shall be hand delivered or sent by
United States mail, postage prepaid, registered or certified, return receipt
requested, addressed as follows:
If to the Corporation:
Regeneration Technologies, Inc.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: President
If to Employee:
Xxxxxxxxx Xxxxxx
/s/ Xxxxxxxxx Xxxxxx
------------------------------
------------------------------
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provided, however, that any party may, from time to time, give notice to the
other party of some other address to which notices or other communications to
such party shall be sent, in which event, notices or other communications to
such party shall be sent to such address. Any notice or other communication
shall be deemed to have been given and received hereunder as of the date the
same is actually hand delivered or, if mailed, when deposited in the United
States mail, postage prepaid, registered or certified, return receipt requested.
21. Assignment. Neither party to this Agreement may assign its
rights or obligations hereunder without the prior written consent of the other
party.
22. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the respective parties hereto, their heirs, legal
representatives, successors and permitted assigns.
23. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all of which shall
constitute but one and the same instrument.
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24. Captions. The captions appearing in this Agreement are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of any provisions of this Agreement or in any way
affect this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date and year set forth above.
WITNESSES: "CORPORATION"
Regeneration Technologies, Inc.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------- -------------------------------------
Witness Xxxxx X. Xxxxxxx Date
Title: VP Business Development
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"EMPLOYEE"
Xxxxxxxxx Xxxxxx
/S/ ILLEGIBLE By: /s/ Xxxxxxxxx Xxxxxx
----------------------------------- -------------------------------------
Witness Xxxxxxxxx Xxxxxx (Signature / Date)
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[DRIVERS LICENSE OF XXXXXXXXX XXXXXX]
[BIRTH CERTIFICATE OF XXXXXXXXX XXXXXX]
[LETTERHEAD OF REGENERATION TECHNOLOGIES]
December 8, 1998
Xx. Xxxxxxxxx Xxxxxx
00 Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Dear Xxxx:
I am pleased to learn that you have verbally accepted our November 25 1998
letter of offer with two modifications. Xxxxx Xxxxxx has directed me to
outline these modifications as follows:
1. Employee Benefit Program -- RTI will reimburse Xx. Xxxxxx for current
health insurance policies (providing they are not Cobra) during the
initial ninety (90) days of employment.
2. Severance Compensation/Protection - (In addition to standard compensation
package and to be included in employment contract drafted by counsel.) If
during Xx. Xxxxxx' employment the controlling interest(s) of the
corporation should change and, if Xx. Xxxxxx is terminated for any reason
other than cause during the six month period from the date of change of
said control, then Xx. Xxxxxx will be entitled to six (6) months salary
compensation as severance.
We look forward to seeing you on Monday, December l4th. Hotel accommodations
(directions attached) and car rental has been arranged as follows:
XxXxxxxx Inn. 000 XX 00xx Xxxxxxx, Xxxxxxxxxxx (X-00 & Xxxxxxxx Road)
Phone # 000-000-0000 / Confirmation # 66912446 / December 13 & 14
Avis Rental Car: Jacksonville Airport; approximately noon
Confirmation #: 3305134US1 - 1 Week at rate of $159-00
Yours truly,
/s/ Xxxxxxxx
Xxxxxxxx X. Xxxxx
Executive Administator
Enc.
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