Exhibit 10.62
OSTEOTECH, INC.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is effective as of the 1st day
of January 2006 (the "Effective Date") between OSTEOTECH, INC., a Delaware
corporation (the "Corporation") and Xxx Xxxxx-Akyaw (the "Employee").
WITNESSETH:
WHEREAS, the Corporation and the Employee have entered into that certain
Employment Agreement, effective as of July 2, 2004 (the "Employment Agreement"),
pursuant to which the Corporation retained the Employee as President and Chief
Operating Officer; and
WHEREAS, the Corporation and the Employee now desire to retain the Employee
as President and Chief Executive Officer and to maintain such employment upon
the terms and conditions set forth in the Employment Agreement, except as such
terms and conditions are modified in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
hereinafter set forth, the parties hereto agree as follows:
1. Section 2 of the Employment Agreement is hereby amended and restated to
read in its entirety as follows:
"2. Duties. The Employee shall be employed in an executive capacity as
the President and Chief Executive Officer of the Corporation. The Employee
shall perform such duties and services and shall be allocated such
resources, consistent with his position, as may be assigned to him from
time to time by the Board of Directors of the Corporation. In furtherance
of the foregoing, the Employee hereby agrees to perform well and faithfully
the aforesaid duties and responsibilities. During the Term of the
Employment, the Corporation shall provide the Employee with an office,
secretarial and other support services at its headquarters as may be
required for the Employee to perform the duties assigned to him hereunder."
2. Section 4(a) of the Employment Agreement is hereby amended and restated
to read in its entirety as follows:
"(a) During the Term of Employment, the Corporation (or at the
Corporation's option, any subsidiary or affiliate thereof) shall pay to the
Employee an annual base salary ("Base Salary") of Three hundred seventy
thousand dollars ($370,000), payable in installments as is the policy of
the Corporation with respect to employees of the Corporation at
substantially the same employment level as the Employee, but in no event
less frequently than once per month. Thereafter, the Base Salary shall be
subject to increase at the option and in the sole discretion of the Board
of Directors of the Corporation."
3. Section 4(b) of the Employment Agreement is hereby amended and restated
to read in its entirety as follows:
"(b) Employee shall be eligible for an annual bonus as determined by
the Board of Directors of the Corporation based on Employee's performance.
The bonus payment to Employee for a calendar year is contingent upon the
Employee being retained as an employee of the Corporation at the time such
payments are made. In calendar year 2006, the employee shall be eligible
for a target bonus of 50% of Base Salary, based upon the full calendar
year."
4. Section 4(f)(vi) of the Employment Agreement is hereby amended and
restated to read in its entirety as follows:
"(vi) A one-time relocation payment of two hundred thousand dollars
($200,000) to help defray the incidental expenses related to relocation.
This payment will be made upon Employee's physical relocation to New
Jersey, and will be considered regular income and taxed as such."
5. Section 6 of the Employment Agreement is hereby amended to delete the
phrase "or the Chief Executive Officer" from the second sentence thereof.
6. Section 9(c) of the Employment Agreement is hereby amended and restated
to read in its entirety as follows:
"(c) Upon the termination of the Employee's employment hereunder
pursuant to a Termination Without Cause, neither the Employee nor his
beneficiary or estate shall have any further rights or claims against the
Corporation under this Agreement except to receive a termination payment
equal to that provided for in Section 9(a) hereof, plus an aggregate amount
equal twenty-four (24) months Base Salary, payable in twenty-four (24)
equal monthly installments and the continuation of medical and dental
benefits and life insurance for the same twenty-four (24) month period to
the extent such benefits were being provided to Employee at the time of
termination. In addition, Employee will be eligible for outplacement
services for up to twenty-four (24) months as necessary."
7. Section 11 of the Employment Agreement is hereby amended and restated to
read in its entirety as follows:
"11. Notices. Notices and other communications hereunder shall be in
writing and shall be delivered personally or sent by air courier or first
class certified or registered mail, return receipt requested and postage
prepaid, addressed as follows:
If to the Employee:
Xxx Xxxxx-Akyaw
000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxx 00000
If to the Corporation:
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Osteotech, Inc.
00 Xxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: Executive Vice President & Chief
Financial Officer
Copy to:
Osteotech, Inc.
00 Xxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: Chairman of the Board
Copy to:
Xxxxx Xxxxxxx, Esq.
Xxxxxx Xxxxxx LLP
0 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have
been given on the date of delivery if personally delivered; on the business
day after the date when sent if sent by air courier; and on the third
business day after the date when sent if sent by mail, in each case
addressed to such party as provided in this Section or in accordance with
the latest unrevoked direction from such party."
8. Other than as set forth in this Amendment, all of the terms and
conditions of the Employment Agreement shall continue in full force and effect.
9. This Amendment shall be governed by and construed in accordance with the
laws of the State of New Jersey, without reference to the conflicts of laws of
the State of New Jersey or any other jurisdiction.
[signature page follows]
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IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to
Employment Agreement effective as of the date first above written.
OSTEOTECH, INC.
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Executive Vice President & Chief
Financial Officer
EMPLOYEE:
By: /s/ Xxx Xxxxx-Akyaw
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Xxx Xxxxx-Akyaw
