Exhibit 10.61
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 Xxxx X. Xxxxxxxxx (the "Employee").
WITNESSETH:
WHEREAS, the Corporation and the Employee have entered into that certain
Employment Agreement, effective as of November 1, 2000 (the "Employment
Agreement"), pursuant to which the Corporation retained the Employee as Vice
President, Finance and Treasurer; and
WHEREAS, the Corporation and the Employee now desire to retain the Employee
as Executive Vice President and Chief Financial 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 1 of the Employment Agreement is hereby amended and restated to
read in its entirety as follows:
"1. Employment. The Corporation hereby continues the employment of the
Employee, and the Employee hereby accepts continued employment by the
Corporation as Executive Vice President and Chief Financial Officer of the
Corporation upon the terms and conditions set forth herein."
2. Section 3 of the Employment Agreement is hereby amended and restated to
read in its entirety as follows:
"3. Duties. The Employee shall be employed in an executive capacity as
Executive Vice President and Chief Financial Officer of the Corporation.
The Employee shall be responsible for, among other things, the supervision
of certain operations of the Company and the financial and accounting
functions of the Company, and, subject to the general supervision of the
President and Chief Executive Officer, such other duties and
responsibilities as are not inconsistent with his position or with the
express terms of this Agreement. In furtherance of the foregoing, the
Employee hereby agrees to perform well and faithfully the aforesaid duties
and responsibilities and the other reasonable senior executive duties and
responsibilities assigned to him from time to time by the President and
Chief Executive Officer and the Board of Directors of the Corporation or
its designee. 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."
3. Section 5(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 $230,000, 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."
4. Section 10(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 10(a) hereof, plus an aggregate
amount equal to twelve (12) months Base Salary, payable in twelve (12)
equal monthly installments and the continuation of medical and dental
benefits and life insurance for the same twelve (12) 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 twelve (12) months as necessary."
5. Section 12 of the Employment Agreement is hereby amended and restated to
read in its entirety as follows:
"12. 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:
Xxxx X. Xxxxxxxxx
000 Xxxxxxxxx Xxxxx Xx.
Xx. Xxxxxx, Xxx Xxxxxx 00000
If to the Corporation:
Osteotech, Inc.
00 Xxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: President and Chief Executive Officer
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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."
6. 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.
7. 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.
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/ Xxx Xxxxx-Akyaw
------------------------------------
Name: Xxx Xxxxx-Akyaw
Title: President and Chief Executive
Officer
EMPLOYEE:
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxx
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