Exhibit 10.60
RETIREMENT AGREEMENT
This Agreement is executed on the dates set forth below by and between
XXXXXXX X. XXXXX ("Xxxxx"), residing at 0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx
Xxxxxx 00000, and OSTEOTECH, INC. ("Osteotech"), located at 00 Xxxxx Xxx,
Xxxxxxxxx, Xxx Xxxxxx 00000.
WITNESSETH:
In consideration of the mutual covenants and obligations hereinafter set
forth, Xxxxx and Osteotech agree as follows:
1. Xxxxx and Osteotech confirm that Xxxxx shall retire from his employment
at Osteotech upon the close of business on December 31, 2005 (the "Retirement
Date").
2. If Xxxxx retires in accordance with Section 1 hereof, Xxxxx shall
receive a payment of thirty-four thousand nine hundred sixteen dollars and
sixty-seven cents ($34,916.67), an amount which is equal to his gross base
salary for one month, on each of January 15, 2006, February 15, 2006 and March
15, 2006 for a total of one hundred four thousand seven hundred fifty dollars
($104,750.00) and on July 1, 2006 Xxxxx shall receive a payment of one hundred
four thousand seven hundred fifty dollars ($104,750.00), which is equal to three
months of his gross base salary. Commencing on and including July 15, 2006,
Xxxxx shall receive payments equal to 18 months of his gross base salary in the
total sum of six hundred twenty eight thousand five hundred dollars
($628,500.00). Such payments shall be made by check in thirty-six (36)
semimonthly installments, between July 15, 2006 and December 31, 2007, each in
the gross amount of seventeen thousand four hundred fifty-eight dollars and
thirty-three cents
($17,458.33). In addition, on December 30, 2005, Osteotech shall pay to Xxxxx a
transition payment in the amount of forty-six thousand six hundred eighty-five
dollars and thirty-four cents ($46,685.34) for the purpose of establishing an
office, arranging logistical support and arranging Xxxxx'x affairs so as to be
in a position to assist the Company in the duties envisioned by this Agreement
and to permit Xxxxx to transition from full time employment to such duties. On
December 30, 2005, Xxxxx shall receive compensation corresponding to all unused
vacation pay that Xxxxx will have accrued as of December 30, 2005. All payments
made to Xxxxx pursuant to this Agreement shall be subject to applicable
deductions in accordance with Osteotech's standard payroll practice.
3. Consistent with past practice, including the payment of a portion of the
premiums by Xxxxx, following Xxxxx'x retirement, in accordance with Section 1
hereof, Xxxxx'x participation in Osteotech's medical, dental and life insurance
plans, and Osteotech's payment of premiums for Xxxxx'x medical, dental, and life
insurance coverage (including coverage of his family), shall continue through
the later of (i) December 31, 2007 and (ii) the date Xxxxx ceases serving on
Osteotech's Board of Directors (the date in (i) or (ii) above being the
"Insurance Termination Date"). Commencing on the Insurance Termination Date,
Osteotech shall pay all COBRA premiums on behalf of Xxxxx, through the earlier
of (i) such time that Xxxxx becomes eligible to receive Medicare benefits, or
(ii) eighteen months after the Insurance Termination Date. The premium payments
for such coverage through the Insurance Termination Date and the COBRA premium
payments represent employer provided coverage under a health plan, and, in
accordance with Internal Revenue Code Section
2
106, will not be taxable income to Xxxxx. Accordingly, Xxxxx shall not receive a
form 1099 on account of such payment of premiums by Osteotech. Osteotech shall
provide Xxxxx with the opportunity to make an application for portability or
conversion of any life insurance policy on his life as of December 31, 2007. For
so long as Xxxxx serves on Osteotech's Board of Directors prior to December 31,
2007, he will not be eligible to receive cash Board fees, but will be eligible
to receive options and stock paid to the members of the Board upon their
re-election to the Board by the stockholders in each year that Xxxxx is
re-elected to the Board. For so long as Xxxxx serves on Osteotech's Board of
Directors after December 31, 2007, Xxxxx will be eligible to receive Board fees
in the same form, whether cash, options or stock, as other non-employee Board
members.
4. Xxxxx 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. Xxxxx shall be entitled to receive 100% of the bonus payments, if
any, that are awarded to Xxxxx 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 Xxxxx in accordance with
the Management Performance Bonus Plan and past practice.
5. A copy of Xxxxx'x Osteotech, Inc. Stock Option Detail Report, as of
October 31, 2005, is attached hereto as Exhibit A.
6. All inquiries received by Osteotech concerning Xxxxx from potential or
future employers or other business associations shall be directed to Xx. Xxxxxxx
X. Xxxxx, Vice President of Human Resources of Osteotech, or his successor, for
response. Should
3
any potential or future employer or other business associations contact
Osteotech for a reference concerning Xxxxx, Osteotech shall verify only Xxxxx'x
job title, dates of employment and the reason for termination being his
voluntary retirement.
7. (a) In exchange for Osteotech's agreement to provide Xxxxx the benefits
provided by this Agreement, Xxxxx, 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 Xxxxx 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 Xxxxx'x 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 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 Xxxxx'x employment
at Osteotech and/or his retirement from such employment.
4
(b) Xxxxx 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 shall not be paid to Xxxxx pursuant to the
terms of this Agreement 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 Xxxxx
and his heirs, administrators, executors, representatives and/or assigns
(collectively the "Xxxxx 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 Xxxxx Releasees by reason of any matter whatsoever arising out of
or resulting from Xxxxx'x employment at Osteotech through the date of this
Agreement, and his retirement from such employment.
(d) Osteotech agrees to execute and deliver to Xxxxx, on the Retirement
Date, a further General Release in the form of Exhibit C to this Agreement.
(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 bonus payout, and the releases set forth in Sections
7(a) and 7(c) hereof, the provisions of this Agreement
5
shall not be effective unless and until Xxxxx 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 Xxxxx effective as of December 4, 1998,
as amended (the "Employment Agreement"), which Employment Agreement has been
renewed automatically for every two years for an additional two year term, shall
remain in effect and shall govern the terms of Xxxxx'x employment with Osteotech
and the termination of Xxxxx'x 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 7(a) and 7(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 Xxxxx under the Employment Agreement or this Agreement.
(f) 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 Xxxxx (the "Change
in Control Agreement"), 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, and such
6
Change in Control Transaction shall be consummated on or before the Retirement
Date, this Agreement shall not become effective (except for the releases set
forth in Sections 7(a) and (c) hereof), the Change of Control Agreement shall
remain in full force and effect and shall govern the terms and conditions of
Xxxxx'x employment with Osteotech and the termination of Xxxxx'x employment with
Osteotech, and Sections 12, 13 and 14 of the Employment Agreement shall remain
in full force and effect.
(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 Transaction on or
before the Retirement Date, 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 on or before the Retirement Date, 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 Xxxxx 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 7(g)(i) above, Xxxxx 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
7
such payments payable to Xxxxx under Section 4(b)(iii) of the Change in Control
Agreement will be reduced by the amount of payments received by Xxxxx 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 Xxxxx
under Section 4(b)(iii) of the Change in Control Agreement.
(h) None of the releases contained in Sections 7(a) and 7(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 Xxxxx under the Change in Control Agreement.
(i) Notwithstanding anything contained in this Agreement, the terms and
conditions of the Indemnity Agreement by and between Osteotech and Xxxxx, dated
March 20, 1997 (the "Indemnity Agreement") shall remain in full force and effect
in accordance with its terms, provided that Xxxxx 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 Xxxxx in connection with Osteotech's business pursuant to this Agreement or
any subsequent agreement between Osteotech and Xxxxx. Without limiting the
foregoing, Osteotech confirms that it will continue to defend Xxxxx and provide
him with indemnification in accordance with the terms of the Indemnity Agreement
in connection with the pending lawsuit by Xxxx Xxxxx against Osteotech and
Xxxxx. None of the releases contained in Sections 7(a) and 7(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 Xxxxx under the Indemnity Agreement.
8
(j) The release by Xxxxx provided in this Agreement shall not be deemed to
apply to any individual releasee who has not released Xxxxx, in the event that
such releasee shall bring a claim against Xxxxx.
8. In further recognition of the benefits provided to Xxxxx under this
Agreement, Xxxxx agrees to consult with Osteotech with respect to matters which
occurred during the period of Xxxxx'x 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. Xxxxx agrees to make himself available at
reasonable times and upon reasonable notice, consistent with his other business
and personal commitments, and assuming Xxxxx is physically able to do so, to be
interviewed or deposed or to otherwise testify concerning any such claim or
proceeding. Xxxxx further agrees to promptly notify Osteotech's Chief Executive
Officer ("CEO") or his designee if Xxxxx 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 Xxxxx for
reasonable out-of-pocket expenses incurred in connection with the satisfaction
of his obligations under this Section 8. However, Xxxxx shall seek advance
approval from the CEO or his designee, before incurring any significant expense
for which Xxxxx shall seek reimbursement from Osteotech, which approval shall
not be unreasonably withheld or delayed. Also in connection with the
9
satisfaction of his obligations under this Section 8, Osteotech shall provide,
at Xxxxx'x option, either legal counsel on behalf of Xxxxx (subject to Xxxxx'x
written approval), or reimburse Xxxxx for the reasonable fees and costs of legal
counsel that Xxxxx 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 January 1, 2008, Xxxxx agrees to
fulfill the above obligations without any associated compensation. Subsequent to
December 31, 2007, if Osteotech desires that Xxxxx provide future consulting
services to Osteotech, any such services shall be provided pursuant to a
mutually satisfactory agreement to be negotiated between Osteotech and Xxxxx.
9. Xxxxx 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 Xxxxx 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) Xxxxx can demonstrate was in his
possession or known to him prior to the effective date of the
10
commencement of his employment by Osteotech; (iii) subsequently becomes part of
the public domain through no fault of Xxxxx; (iv) becomes known to Xxxxx 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. Xxxxx agrees that, by no later than December 31, 2005, he shall deliver
to Xx. Xxxxxxx X. Xxxxx 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). Xxxxx 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 Xxxxx to return to Osteotech the Board
minutes that have been provided to him as a director of Osteotech. Xxxxx will
keep any such minutes confidential in accordance with paragraph 8 of this
Agreement.
11. Xxxxx agrees that, through December 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 Xxxxx'x 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
11
"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 Xxxxx'x
retirement on the Retirement Date, Osteotech shall provide Xxxxx 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. Xxxxx 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. Xxxxx further agrees that such
restrictions do not and will not impose an undue hardship upon him.
13. Xxxxx 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.
14. Xxxxx acknowledges and agrees that he has been given at least
twenty-one (21) days to consider this Agreement. Xxxxx 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
Mr. Xxxxxxx Xxxxx or his successor or designee at Osteotech. If delivered by
mail, the notice of cancellation or revocation must
12
be (a) post-marked within the seven (7) day period; (b) properly addressed to
Mr. Xxxxxxx Xxxxx, Osteotech, Inc., 00 Xxxxx Xxx, Xxxxxxxxx, Xxx Xxxxxx 00000;
and (c) sent by certified mail, return receipt requested. Xxxxx 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 Xxxxx and Osteotech.
16. The terms and conditions of this Agreement are personal to Xxxxx 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
Xxxxx'x untimely death between December 31, 2005 and December 31, 2007, the
balance of any outstanding payments owed to Xxxxx under this Agreement shall be
made to his wife, and, in the event of her untimely death subsequent to Xxxxx
death, prior to December 31, 2007, the balance of such payments shall be made to
Xxxxx'x legal heirs.
17. Except as otherwise stated herein, this Agreement contains the entire
understanding between Xxxxx and Osteotech with respect to the retirement of
Xxxxx 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
13
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 Xxxxx 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 Xxxxx and Osteotech upon its
execution by them and shall inure to the benefit of their respective heirs,
successors and permitted assigns.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
dates set forth below.
OSTEOTECH, INC.
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxx Xxxxx-Akyaw
------------------------------------- ------------------------------------
Xxxxxxx X. Xxxxx Xxx Xxxxx-Akyaw
Its: President and Chief Operating
Officer
Date: November 22, 2005 Date: November 22, 2005
14
EXHIBIT A
OSTEOTECH INC.
STOCK OPTION DETAIL STATUS REPORT
AS OF NOVEMBER 15, 0000
XXXXXXX X. XXXXX
XXXXXXXXX # XXXX XX GRANT DATE EXPIRATION DATE TYPE PRICE $ GRANTED EXERCISED OUTSTANDING
----------- ------- ---------- --------------- ---- ------- ------- --------- -----------
1044 1991 12/7/1995 12/7/2005 ISO 4.4170 30,000 22,500 7,500
1073 1991 12/5/1996 12/5/2006 NQ 6.6670 150,000 75,000 75,000
1065 1991 12/6/1996 12/6/2006 ISO 3.8330 37,500 18,750 18,750
1099 1991 7/31/1997 7/30/2007 NQ 8.5000 265,250 0 265,250
1163 1991 12/3/1998 12/3/2008 NQ 20.6670 37,500 0 37,500
1206 1991 12/9/1999 12/9/2009 ISO 15.8750 15,000 0 15,000
1304 2000 12/7/2000 12/7/2010 NQ 3.5000 25,000 0 25,000
1246 2000 12/7/2000 12/7/2010 ISO 3.5000 25,000 0 25,000
1391 2000 8/2/2002 8/2/2012 NQ 8.9000 40,000 0 40,000
1527 2000 12/18/2003 12/18/2013 NQ 7.9600 30,000 0 30,000
1551 2000 12/16/2004 12/16/2014 NQ 5.3500 28,500 0 28,500
------- ------- -------
TOTALS 683,750 116,250 567,500
======= ======= =======
15
EXHIBIT B
GENERAL RELEASE
In exchange for the benefits provided to Xxxxx by the Retirement Agreement
dated as of _________, 2005 (the "Retirement Agreement") by and between Xxxxxxx
X. Xxxxx ("Xxxxx") and Osteotech, Inc. ("Osteotech"), Xxxxx, 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 Xxxxx 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 Xxxxx'x 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 Xxxxx'x employment at
Osteotech, his agreement to retire from such employment and/or his retirement
from such employment.
Xxxxx acknowledges and agrees that he has been given at least twenty-one
(21) days to consider this General Release. Xxxxx 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 Mr. Xxxxxxx Xxxxx 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 Mr. Xxxxxxx Xxxxx, Osteotech, Inc., 00 Xxxxx
Xxx, Xxxxxxxxx, Xxx Xxxxxx 00000; and (c) sent by certified mail., return
receipt requested. Xxxxx 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.
Xxxxx 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.
-------------------------------------
XXXXXXX X. XXXXX
Date:
------------------
16
EXHIBIT C
GENERAL RELEASE
In exchange for the benefits provided to Osteotech, Inc. ("Osteotech") by
the Retirement Agreement dated as of _________, 2005 (the "Retirement
Agreement") by and between Xxxxxxx X. Xxxxx ("Xxxxx") and Osteotech, Osteotech,
for itself, its officers, directors, successors, agents, representatives and
assigns, hereby voluntarily discharges and releases Xxxxx and his heirs,
administrators, executors, representatives and/or assigns (collectively the
"Xxxxx 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 Xxxxx Releasees by reason of any matter whatsoever arising out of or
resulting from Xxxxx'x employment at Osteotech through the date hereof, and his
retirement from such employment.
OSTEOTECH, INC.
By:
---------------------------------
-------------------------------------
Its
---------------------------------
Date:
-------------------------------
17
