RETIREMENT AGREEMENT
This Agreement is executed on the dates set forth below by and between
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), residing at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, and OSTEOTECH, INC. ("Osteotech"), located at ▇▇ ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
In consideration of the mutual covenants and obligations hereinafter set
forth, ▇▇▇▇▇▇▇▇ and Osteotech agree as follows:
1. ▇▇▇▇▇▇▇▇ and Osteotech confirm that (i) ▇▇▇▇▇▇▇▇ shall retire from his
employment at Osteotech upon the close of business on December 31, 2005 (the
"Retirement Date"); (ii) ▇▇▇▇▇▇▇▇ shall resign as a Director of Osteotech,
effective December 31, 2005; and (iii) ▇▇▇▇▇▇▇▇ shall resign as a Director of
any Osteotech subsidiary companies, effective December 31, 2005.
2. Following ▇▇▇▇▇▇▇▇' retirement in accordance with Section 1 hereof,
▇▇▇▇▇▇▇▇ will have the right commencing on, and not before, January 1, 2006 to
receive an amount equal to 15 months of his base salary in the sum of three
hundred seventy-seven thousand five hundred dollars ($377,500.00). Such payment
shall be made by check in twenty-eight (28) semi-monthly installments, between
January 15, 2006 and March 1, 2007, each in the amount of twelve thousand five
hundred eighty three dollars and thirty four cents ($12,583.34) gross, plus a
final payment that shall be made by no later than March 15, 2007 in the amount
of twenty five thousand one hundred sixty six dollars and sixty eight cents
($25,166.68) gross, all subject to applicable deductions. In December 2005,
▇▇▇▇▇▇▇▇ shall receive compensation corresponding to all unused vacation pay
that ▇▇▇▇▇▇▇▇ will have accrued as of December 31, 2005. In the event that
Osteotech files for bankruptcy protection in the U.S. Bankruptcy Court prior to
March 15, 2007, then, at ▇▇▇▇▇▇▇▇' option, all of the above amounts unpaid at
the time of such filing shall be accelerated and become immediately due and
payable.
3. Consistent with past practice, including the payment of a portion of the
premiums by ▇▇▇▇▇▇▇▇, following ▇▇▇▇▇▇▇▇' retirement, in accordance with Section
1 hereof, ▇▇▇▇▇▇▇▇' participation in Osteotech's medical, dental and life
insurance plans, and Osteotech's payment of premiums for ▇▇▇▇▇▇▇▇' medical,
dental, and life insurance coverage (including coverage of his family), shall
continue through March 31, 2007. Commencing April 1, 2007, Osteotech shall pay
all COBRA premiums on behalf of ▇▇▇▇▇▇▇▇, through the earlier of (i) such time
that ▇▇▇▇▇▇▇▇ becomes eligible to receive Medicare benefits, or (ii) eighteen
months after April 1, 2007. The premium payments for such coverage through March
31, 2007 and the COBRA premium payments represent employer provided coverage
under a health plan, and, in accordance with Internal Revenue Code Section 106,
will not be taxable income to ▇▇▇▇▇▇▇▇. Accordingly, ▇▇▇▇▇▇▇▇ shall not receive
a form 1099 on account of such payment of premiums by Osteotech. Osteotech shall
provide ▇▇▇▇▇▇▇▇ with the opportunity to make an application for portability or
conversion of any life insurance policy on his life as of March 31, 2007.
4. ▇▇▇▇▇▇▇▇ agrees that no additional compensation of any kind shall be
paid to him, and the benefits provided to him under this Agreement shall be in
full payment and satisfaction of any and all financial obligations due to him
from Osteotech. ▇▇▇▇▇▇▇▇ shall be entitled to receive 100% of the bonus
payments, if any, that are awarded to ▇▇▇▇▇▇▇▇ for the year ending December 31,
2005 in accordance with the Management Performance Bonus Plan, regardless of
when such bonus is awarded. Such bonus payments shall be paid to ▇▇▇▇▇▇▇▇ in
accordance with the Management Performance Bonus Plan and past practice. This
will confirm that all stock options to purchase Osteotech stock issued to
▇▇▇▇▇▇▇▇ have vested and are fully exercisable as of the date hereof. On the
eighth day after ▇▇▇▇▇▇▇▇ has signed this Agreement and provided ▇▇▇▇▇▇▇▇ has
not cancelled or revoked this Agreement as provided in Section 14 hereof, all of
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the stock options to purchase Osteotech stock held by ▇▇▇▇▇▇▇▇ shall be amended
to provide that such stock options will remain exercisable through the original
expiration date thereof, notwithstanding any provisions thereof which would
limit the exercise period of such stock options following the termination of
▇▇▇▇▇▇▇▇' employment. A copy of ▇▇▇▇▇▇▇▇' Osteotech, Inc. Stock Option Detail
Report, as of July 13, 2005, is attached hereto as Exhibit A.
5. All inquiries received by Osteotech concerning ▇▇▇▇▇▇▇▇ from potential
or future employers or other business associations shall be directed to ▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ of Osteotech, or his successor, for response. Should any
potential or future employer or other business associations contact Osteotech
for a reference concerning ▇▇▇▇▇▇▇▇, Osteotech shall verify only ▇▇▇▇▇▇▇▇' job
title and dates of employment.
6. (a) In exchange for Osteotech's agreement to provide ▇▇▇▇▇▇▇▇ the
benefits provided by this Agreement, ▇▇▇▇▇▇▇▇, for himself, his heirs,
administrators, executors, representatives and/or assigns, hereby voluntarily
discharges and releases Osteotech and its affiliates, parent and subsidiary
companies, officers, directors, employees, agents, representatives, successors
and assigns (collectively the "Osteotech Releasees") from any and all claims or
liabilities of any kind or description, known or unknown, suspected or
unsuspected, fixed or contingent, which ▇▇▇▇▇▇▇▇ ever had, now has or hereafter
may have against each or any of the Osteotech Releasees by reason of any matter
whatsoever arising out of or resulting from ▇▇▇▇▇▇▇▇' employment at Osteotech
through the date of this Agreement, his agreement to retire from his employment
at Osteotech and his retirement from such employment. This release of claims
specifically includes, but is not limited to, any claim of discrimination,
including any claim arising under, or based upon, the Age Discrimination in
Employment Act (or the Older Workers Benefit Protection Act), Title VII of the
Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the
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New Jersey Conscientious Employee Protection Act and/or the New Jersey Law
Against Discrimination, and any and all contract, quasi-contract, estoppel, tort
or statutory claims under federal, state or local law arising out of or
resulting from ▇▇▇▇▇▇▇▇' employment at Osteotech and/or his retirement from such
employment.
(b) ▇▇▇▇▇▇▇▇ agrees to execute and deliver to Osteotech, on the Retirement
Date, a further General Release in the form of Exhibit B to this Agreement. The
benefits set forth in this Agreement (except for the amendment to ▇▇▇▇▇▇▇▇'
stock options) shall not be paid to ▇▇▇▇▇▇▇▇ until seven (7) days have passed
after he signs such General Release, and in the absence of revocation by him of
such General Release.
(c) In exchange for the benefits provided to Osteotech by this Agreement,
Osteotech, for itself, its officers, directors, successors, agents,
representatives and assigns, hereby voluntarily discharges and releases ▇▇▇▇▇▇▇▇
and his heirs, administrators, executors, representatives and/or assigns
(collectively the "▇▇▇▇▇▇▇▇ Releasees"), from any and all claims or liabilities
of any kind or description, known or unknown, suspected or unsuspected, fixed or
contingent, which Osteotech ever had, now has or hereafter may have against each
or any of the ▇▇▇▇▇▇▇▇ Releasees by reason of any matter whatsoever arising out
of or resulting from ▇▇▇▇▇▇▇▇' employment at Osteotech through the date of this
Agreement, and his retirement from such employment.
(d) Osteotech agrees to execute and deliver to ▇▇▇▇▇▇▇▇, on the Retirement
Date, a further General Release in the form of Exhibit C to this Agreement.
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(e) The terms and conditions of this Agreement shall be binding on the
parties hereto as of the date the Agreement has been signed and delivered by
both parties and this Agreement may not be unilaterally terminated, revoked or
amended by either party except as provided herein. Notwithstanding the
foregoing, except for the agreement set forth in Section 1 hereof, the portions
of Section 4 regarding the amendment to ▇▇▇▇▇▇▇▇' stock options and the bonus
payout, and the releases set forth in Sections 6(a) and 6(c) hereof, the
provisions of this Agreement shall not be effective unless and until ▇▇▇▇▇▇▇▇
retires on the Retirement Date in accordance with Section 1. Until such
provisions of this Agreement become effective immediately after the Retirement
Date, the terms of the Employment Agreement by and between Osteotech and
▇▇▇▇▇▇▇▇ effective as of January 1, 1998 (the "Employment Agreement") shall
remain in effect and shall govern the terms of ▇▇▇▇▇▇▇▇' employment with
Osteotech and the termination of ▇▇▇▇▇▇▇▇' employment with Osteotech prior to
the effectiveness of such provisions of this Agreement. Upon the effectiveness
of such provisions of this Agreement immediately after the Retirement Date, the
Employment Agreement shall terminate and be of no further force and effect. None
of the releases contained in Section 6(a) and 6(c) of this Agreement or Exhibits
B and C hereto shall be deemed to be a release of any of the obligations of
Osteotech or ▇▇▇▇▇▇▇▇ under the Employment Agreement or this Agreement.
(f) Unless and until such provisions of this Agreement become effective
immediately after the Retirement Date, the terms and conditions of the Employee
Confidential Information, Invention and Non-Competition Agreement, dated January
22, 1990, signed by ▇▇▇▇▇▇▇▇ (the "Non-Competition Agreement"), shall remain in
full force and effect. Upon the effectiveness of this Agreement immediately
after the Retirement Date, the Non-Competition Agreement shall terminate and be
of no further force and effect. None of the releases contained in Sections 6(a)
and 6(c) of this Agreement or Exhibits B and C hereto shall be deemed to be a
release of any of the obligations of Osteotech or ▇▇▇▇▇▇▇▇ under the
Non-Competition Agreement or this Agreement.
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(g) Notwithstanding anything to the contrary contained herein, if Osteotech
signs a preliminary or definitive agreement agreeing to, or Osteotech's board of
directors authorizes Osteotech's management to pursue, a transaction or series
of transactions that would constitute a "Change in Control" (a "Change in
Control Transaction") under the Change in Control Agreement dated as of
September 8, 2002, as may be amended to comply with IRC Section 409A or other
applicable law and regulations, by and between Osteotech and ▇▇▇▇▇▇▇▇ (the
"Change in Control Agreement") subsequent to September 30, 2005, or if a public
announcement is made by a third party that it is pursuing a transaction which if
consummated would constitute a Change in Control Transaction subsequent to
September 30, 2005, and such Change in Control Transaction shall be consummated
on or before the Retirement Date, this Agreement shall not become effective
(except for the portion of Section 4 regarding the amendment to ▇▇▇▇▇▇▇▇ stock
options and the releases set forth in Sections 6(a) and (b) hereof), the Change
of Control Agreement shall remain in full force and effect and shall govern the
terms and conditions of ▇▇▇▇▇▇▇▇' employment with Osteotech, the termination of
▇▇▇▇▇▇▇▇' employment with Osteotech and the exercise of ▇▇▇▇▇▇▇▇ stock options
in connection with or following the Change in Control Transaction and the
Non-Competition Agreement shall remain in full force and effect.
(h) Notwithstanding anything to the contrary contained herein, if Osteotech
signs a preliminary or definitive agreement agreeing to, or Osteotech's board of
directors authorizes Osteotech's management to pursue, a transaction or series
of transactions that would constitute a Change in Control Transaction on or
before September 30, 2005, or if a public announcement is made by a third party
that it is pursuing a transaction which if consummated would constitute a Change
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in Control Transaction on or before September 30, 2005, and such Change in
Control Transaction shall be consummated subsequent to the Retirement Date, the
Change in Control Agreement shall terminate and this Agreement shall become
effective in accordance with its terms, except that ▇▇▇▇▇▇▇▇ shall receive the
payments due to him under Section 2 of this Agreement until such time as such
Change in Control Transaction is consummated, at which time (i) the payments
under Section 2 of this Agreement and the benefits under Section 3 of this
Agreement shall cease, (ii) in the place of the payments and benefits referred
to in subsection 6(h)(i) above, ▇▇▇▇▇▇▇▇ shall be entitled to receive the
benefits provided by Section 4(b)(ii) of the Change in Control Agreement and the
payments provided by Section 4(b)(iii) and Section 4(d) of the Change in Control
Agreement, provided that any such payments payable to ▇▇▇▇▇▇▇▇ under Section
4(b)(iii) of the Change in Control Agreement will be reduced by the amount of
payments received by ▇▇▇▇▇▇▇▇ under Section 2 of this Agreement, (iii) the last
two paragraphs of Section 4(b) of the Change in Control Agreement shall apply to
the payments payable to ▇▇▇▇▇▇▇▇ under Section 4(b)(iii) of the Change in
Control Agreement and (iv) Section 2(c)(vii) of the Change in Control Agreement
shall govern the exercise of ▇▇▇▇▇▇▇▇ stock options rather than Section 4 of
this Agreement.
(i) None of the releases contained in Sections 6(a) and 6(c) of this
Agreement or Exhibits B and C hereto shall be deemed to be a release of any of
the obligations of Osteotech or ▇▇▇▇▇▇▇▇ under the Change in Control Agreement.
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(j) Notwithstanding anything contained in this Agreement, the terms and
conditions of the Indemnity Agreement by and between Osteotech and ▇▇▇▇▇▇▇▇,
dated March 20, 1997 (the "Indemnity Agreement") shall remain in full force and
effect in accordance with its terms, provided that ▇▇▇▇▇▇▇▇ shall be entitled to
coverage under the Indemnity Agreement in connection with his employment with
Osteotech, his service on the board of directors of Osteotech and any activities
undertaken by ▇▇▇▇▇▇▇▇ in connection with Osteotech's business pursuant to this
Agreement or any subsequent agreement between Osteotech and ▇▇▇▇▇▇▇▇. None of
the releases contained in Sections 6(a) and 6(c) of this Agreement or Exhibits B
and C hereto shall be deemed to be a release of any of the obligations of
Osteotech or ▇▇▇▇▇▇▇▇ under the Indemnity Agreement.
(k) In connection with ▇▇▇▇▇▇▇▇' responsibilities under this Agreement,
Osteotech agrees to add or continue, as appropriate, ▇▇▇▇▇▇▇▇ as an additional
insured under Osteotech's Directors and Officers insurance coverage, and to
provide a copy of such policy to him upon his request.
(l) The release by ▇▇▇▇▇▇▇▇ provided in this Agreement shall not be deemed
to apply to any individual releasee who has not released ▇▇▇▇▇▇▇▇, in the event
that such releasee shall bring a claim against ▇▇▇▇▇▇▇▇.
7. In further recognition of the benefits provided to ▇▇▇▇▇▇▇▇ under this
Agreement, ▇▇▇▇▇▇▇▇ agrees to consult with Osteotech with respect to matters
which occurred during the period of ▇▇▇▇▇▇▇▇' employment at Osteotech, and to
cooperate with Osteotech on an ongoing basis in connection with the defense of
any claim or proceeding made or filed against Osteotech (or any officer,
director or employee thereof) or the prosecution of any claim or proceeding made
or filed by Osteotech, in each case relating to Osteotech's business during the
period of his employment at Osteotech. ▇▇▇▇▇▇▇▇ agrees to make himself available
at reasonable times and upon reasonable notice, consistent with his other
business and personal commitments, and assuming ▇▇▇▇▇▇▇▇ is physically able to
do so, to be interviewed or deposed or to otherwise testify concerning any such
claim or proceeding. ▇▇▇▇▇▇▇▇ further agrees to promptly notify ▇▇. ▇▇▇▇▇▇▇ ▇.
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▇▇▇▇▇, or his successor or designee, if ▇▇▇▇▇▇▇▇ receives any legal notices or
requests for information from any person or entity, other than a representative
of Osteotech, concerning matters involving Osteotech which arose during the
period of his employment at Osteotech. Osteotech agrees to reimburse ▇▇▇▇▇▇▇▇
for reasonable out-of-pocket expenses incurred in connection with the
satisfaction of his obligations under this Section 7. However, ▇▇▇▇▇▇▇▇ shall
seek advance approval from ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or his successor or designee,
before incurring any significant expense for which ▇▇▇▇▇▇▇▇ shall seek
reimbursement from Osteotech, which approval shall not be unreasonably withheld
or delayed. Also in connection with the satisfaction of his obligations under
this Section 7, Osteotech shall provide, at ▇▇▇▇▇▇▇▇' option, either legal
counsel on behalf of ▇▇▇▇▇▇▇▇ (subject to ▇▇▇▇▇▇▇▇' written approval), or
reimburse ▇▇▇▇▇▇▇▇ for the reasonable fees and costs of legal counsel that
▇▇▇▇▇▇▇▇ has retained in this regard (which selection of counsel shall be
subject to written approval by Osteotech), which reimbursement shall not be
unreasonably withheld or delayed. Prior to March 31, 2007, ▇▇▇▇▇▇▇▇ agrees to
fulfill the above obligations without any associated compensation. Subsequent to
March 31, 2007, if Osteotech desires that ▇▇▇▇▇▇▇▇ provide future consulting
services to Osteotech, any such services shall be provided pursuant to a
mutually satisfactory agreement to be negotiated at such time between Osteotech
and ▇▇▇▇▇▇▇▇.
8. At ▇▇▇▇▇▇▇▇' option, ▇▇▇▇▇▇▇▇ agrees to continue to serve on the AATB
Board unless he is not reelected to such Board. Osteotech will reimburse
▇▇▇▇▇▇▇▇ for any reasonable and necessary out-of-pocket expenses related to this
activity.
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9. ▇▇▇▇▇▇▇▇ will not disclose or provide to any person, firm, corporation
or entity (except when authorized by Osteotech in writing) any information,
materials, biologics or animals which are owned by Osteotech or which came into
the possession of Osteotech from a third party under an obligation of
confidentiality, including without limitation, information relating to trade
secrets, business methods, products, processes, procedures, development or
experimental projects, suppliers, customer lists or the needs of customers or
prospective customers, clients, etc. (collectively "Confidential Information"),
which Confidential Information came into his possession or knowledge during the
course of his employment by Osteotech, and ▇▇▇▇▇▇▇▇ will not use such
Confidential Information for his own purpose or for the purpose of any person,
firm, corporation or entity, other than Osteotech. The provisions of this
section shall not apply to Confidential Information which: (i) at the time of
disclosure is already in the public domain; (ii) ▇▇▇▇▇▇▇▇ can demonstrate was in
his possession or known to him prior to the effective date of the commencement
of his employment by Osteotech; (iii) subsequently becomes part of the public
domain through no fault of ▇▇▇▇▇▇▇▇; (iv) becomes known to ▇▇▇▇▇▇▇▇ through a
third party who is under no obligation of confidentiality to Osteotech; and (v)
is required to be disclosed by law or by judicial or administrative proceedings.
10. ▇▇▇▇▇▇▇▇ agrees that, by no later than December 31, 2005, he shall
deliver to ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ of Osteotech, or his successor or designee, all
books, records, notes, documents and other written or computer generated
materials of any nature whatsoever relating to Osteotech's business and any
other Osteotech property in his possession or within his control (e.g., laptop
computer, Blackberry, credit cards, equipment, office keys). ▇▇▇▇▇▇▇▇ agrees
that he shall not keep in his possession or under his control any of Osteotech's
property of any kind. Nothing herein shall require ▇▇▇▇▇▇▇▇ to return to
Osteotech the Board minutes that have been provided to him as a director of
Osteotech. ▇▇▇▇▇▇▇▇ will keep any such minutes confidential in accordance with
paragraph 9 of this Agreement.
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11. ▇▇▇▇▇▇▇▇ agrees that, through March 31, 2007, he shall not directly or
indirectly be engaged in or assist others in engaging in any business or
activity which is involved in selling products, processes or services which
compete with any significant product, process or service which Osteotech is
developing, marketing or selling at the time of ▇▇▇▇▇▇▇▇' retirement, whether
his involvement shall be as an owner (except for passive ownership of up to five
percent (5%) of the securities of a public company), officer, director,
employee, consultant, partner or agent. For purposes of this provision,
products, processes or services which Osteotech is marketing or selling shall be
deemed "significant" if sales of such products, processes or services exceed ten
percent (10%) of Osteotech's total sales, or, with respect to products under
development as of the Retirement Date, Osteotech is actively engaged in
developing such products and has invested funds in the development of such
products in the sum of at least $200,000 in direct costs. Upon ▇▇▇▇▇▇▇▇'
retirement on the Retirement Date, Osteotech shall provide ▇▇▇▇▇▇▇▇ with a list
of each product, process and service which has been sold, marketed or is under
development by Osteotech as of the Retirement Date.
12. ▇▇▇▇▇▇▇▇ agrees that the restrictions imposed upon him in this
Agreement are reasonable and that they are appropriate and necessary to protect
Osteotech's legitimate business interests. ▇▇▇▇▇▇▇▇ further agrees that such
restrictions do not and will not impose an undue hardship upon him.
13. ▇▇▇▇▇▇▇▇ acknowledges and represents that he fully understands this
Agreement, that he has had adequate and reasonable opportunity to review this
Agreement, that he was advised to consult with independent counsel of his choice
before signing it, that he did in fact consult with independent counsel of his
choice before signing it, and that he is signing it voluntarily.
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14. ▇▇▇▇▇▇▇▇ acknowledges and agrees that he has been given at least
twenty-one (21) days to consider this Agreement. ▇▇▇▇▇▇▇▇ further acknowledges
and agrees that he may cancel or revoke this Agreement within seven (7) days
after signing it. To be effective, any notice of cancellation or revocation must
be in writing and delivered either by hand or mail within such seven (7) day
period to ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ at Osteotech. If delivered by mail, the notice of
cancellation or revocation must be (a) post-marked within the seven (7) day
period; (b) properly addressed to ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Osteotech, Inc., ▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; and (c) sent by certified mail, return
receipt requested. ▇▇▇▇▇▇▇▇ acknowledges and agrees that, if he exercises his
right of cancellation or revocation, Osteotech shall be relieved of all
obligations undertaken in this Agreement.
15. The terms and conditions of this Agreement may not be altered, amended
or modified except by a writing duly executed by both ▇▇▇▇▇▇▇▇ and Osteotech.
16. The terms and conditions of this Agreement are personal to ▇▇▇▇▇▇▇▇ and
Osteotech and may not be assigned by either party to any person or entity
without the prior written consent of the other party. However, in the event of
▇▇▇▇▇▇▇▇' untimely death between December 31, 2005 and March 31, 2007, the
balance of any outstanding payments owed to ▇▇▇▇▇▇▇▇ under this Agreement shall
be made to his wife, and, in the event of her untimely death subsequent to
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▇▇▇▇▇▇▇▇ death, prior to March 31, 2007, the balance of such payments shall be
made to ▇▇▇▇▇▇▇▇' legal heirs. 17. Except as otherwise stated herein, this
Agreement contains the entire understanding between ▇▇▇▇▇▇▇▇ and Osteotech with
respect to the retirement of ▇▇▇▇▇▇▇▇ from his employment at Osteotech. There
are no covenants, representations or undertakings with respect to such
retirement other than those expressly set forth or referenced in this Agreement.
18. If any portion of this Agreement is found by a court of competent
jurisdiction to be void and unenforceable, such portion shall be deemed to be
severable from this Agreement and shall have no effect on the remaining sections
of this Agreement.
19. This Agreement shall be governed and construed in accordance with the
laws of the State of New Jersey without regard to its choice of law or conflicts
of law rules.
20. This Agreement has been reviewed and negotiated by both ▇▇▇▇▇▇▇▇ and
Osteotech, and no provision of this Agreement shall be construed against either
party on the ground that such party was the drafter of that provision of this
Agreement.
21. This Agreement shall be binding upon ▇▇▇▇▇▇▇▇ and Osteotech upon its
execution by them and shall inure to the benefit of their respective heirs,
successors and permitted assigns.
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IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
dates set forth below.
OSTEOTECH, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
Date: July 26, 2005
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Date: July 26, 2005
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EXHIBIT A
EXHIBIT B
GENERAL RELEASE
In exchange for the benefits provided to ▇▇▇▇▇▇▇▇ by the Retirement
Agreement dated as of July 26, 2005 (the "Retirement Agreement") by and
between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and Osteotech, Inc. ("Osteotech"),
▇▇▇▇▇▇▇▇, for himself, his heirs, administrators, executors, representatives
and/or assigns, hereby voluntarily discharges and releases Osteotech and its
affiliates, parent and subsidiary companies, officers, directors, employees,
agents, representatives, successors and assigns (collectively the "Osteotech
Releasees") from any and all claims or liabilities of any kind or description,
known or unknown, suspected or unsuspected, fixed or contingent, which ▇▇▇▇▇▇▇▇
ever had, now has or hereafter may have against each or any of the Osteotech
Releasees by reason of any matter whatsoever arising out of or resulting from
▇▇▇▇▇▇▇▇' employment at Osteotech, his agreement to retire from such employment
and his retirement from such employment. This release of claims specifically
includes, but is not limited to, any claim of discrimination, including any
claim arising under, or based upon, the Age Discrimination in Employment Act (or
the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of
1964, as amended, the Americans with Disabilities Act, the New Jersey
Conscientious Employee Protection Act and/or the New Jersey Law Against
Discrimination, and any and all contract, quasi-contract, estoppel, tort or
statutory claims under federal, state or local law arising out of or resulting
from ▇▇▇▇▇▇▇▇' employment at Osteotech, his agreement to retire from such
employment and/or his retirement from such employment.
▇▇▇▇▇▇▇▇ acknowledges and agrees that he has been given at least twenty-one
(21) days to consider this General Release. ▇▇▇▇▇▇▇▇ further acknowledges and
agrees that he may cancel or revoke this General Release within seven (7) days
after signing it. To be effective, any notice of cancellation or revocation must
be in writing and delivered either by hand or mail within such seven (7) day
period to ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ at Osteotech. If delivered by mail, the notice of
cancellation or revocation must be (a) post-marked within the seven (7) day
period; (b) properly addressed to ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Osteotech, Inc., ▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; and (c) sent by certified mail, return
receipt requested. ▇▇▇▇▇▇▇▇ acknowledges and agrees that, if he exercises his
right of cancellation or revocation, Osteotech shall be relieved of all
obligations undertaken in the Retirement Agreement.
▇▇▇▇▇▇▇▇ acknowledges and agrees that he fully understands this General
Release, that he was advised by Osteotech of his right to consult with
independent counsel of his choice before signing it, and that he is signing it
voluntarily.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Date: _________________________
15
EXHIBIT C
GENERAL RELEASE
In exchange for the benefits provided to Osteotech, Inc. ("Osteotech") by
the Retirement Agreement dated as of July [__], 2005 (the "Retirement
Agreement") by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") and Osteotech,
Osteotech, for itself, its officers, directors, successors, agents,
representatives and assigns, hereby voluntarily discharges and releases ▇▇▇▇▇▇▇▇
and his heirs, administrators, executors, representatives and/or assigns
(collectively the "▇▇▇▇▇▇▇▇ Releasees"), from any and all claims or liabilities
of any kind or description, known or unknown, suspected or unsuspected, fixed or
contingent, which Osteotech ever had, now has or hereafter may have against each
or any of the ▇▇▇▇▇▇▇▇ Releasees by reason of any matter whatsoever arising out
of or resulting from ▇▇▇▇▇▇▇▇' employment at Osteotech through the date hereof,
and his retirement from such employment.
OSTEOTECH, INC.
By: ___________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
Date:
16
