Exhibit 10.16
FORM OF EMPLOYMENT AGREEMENT
INTERPORE INTERNATIONAL, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made this ___ day of ______, ____,
("Agreement") between Interpore International, Inc., a Delaware corporation
("Interpore"), [Cross Medical Products, Inc., a Delaware corporation ("Cross")],
and ____________________ ("Executive").
Recitals
A. Interpore is the owner, directly or indirectly, of all of the issued
capital stock of Cross Medical Products, Inc., Interpore Orthopaedics, Inc., a
Delaware corporation, and Interpore Cross International, Inc., a California
corporation (collectively, the "Subsidiaries").
B. Interpore and its Subsidiaries (collectively, the "Company") design,
develop, test, assemble, license, manufacture, market and sell certain synthetic
bone graft materials for the orthopaedic, oral and maxillofacial markets,
certain spinal implant products and related parts and supplies.
C. The Executive is currently employed as an executive of the Company.
D. The Company considers the continued services of the Executive to be
in the best interest of the Company and desires to assure the continued services
of the Executive on behalf of the Company on an objective and impartial basis
and without distraction or conflict of interest in the event of an attempt to
obtain control of the Company.
E. The Executive is willing to remain in the employ of the Company upon
the understanding that the Company will provide income security in the event of
a change in control of the Company.
F. The Company and the Executive desire to enter into an employment
relationship upon the terms and conditions contained herein.
NOW, THEREFORE, the parties agree as follows:
1. EMPLOYMENT. The Company hereby employs the Executive and the
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Executive accepts such employment upon the terms and conditions hereinafter set
forth.
2. DUTIES. The Executive shall be employed on the terms and
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subject to the conditions hereof:
(a) to serve in the capacity set forth on Schedule A attached
hereto, and to serve in other capacities for the Company, if so
elected, subject to the authority and direction of the Board of
Directors of Interpore, as the case may be; and
(b) to perform such other duties and responsibilities similar
to those performed by the Executive prior hereto and exercise such
other authority, perform such other or additional duties and
responsibilities and have such other or different title (or have no
title) as the Board of Directors of Interpore may, from time to time,
prescribe.
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So long as he is employed under this Agreement, the Executive agrees to
devote his full time and efforts exclusively on behalf of the Company and to
competently, diligently, and effectively discharge his duties hereunder. The
Executive shall not be prohibited from engaging in such personal, charitable, or
other nonemployment activities as do not interfere with his full time employment
hereunder and which do not violate the other provisions of this Agreement. The
Executive further agrees to comply fully with all reasonable policies of the
Company as are from time to time in effect.
3. COMPENSATION.
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(a) As his entire compensation for all services rendered to
the Company pursuant to this Agreement, in whatever capacity rendered,
the Company shall pay to the Executive during the term hereof an annual
base salary as determined by the Board of Directors of Interpore from
time to time ("Basic Salary"), payable monthly or in other more
frequent installments, as determined by the Company.
(b) In addition, the Executive will be entitled to receive
incentive compensation, if any, including incentive bonuses and stock
options, pursuant to the terms of plans adopted by the Board of
Directors of Interpore from time to time. The Executive acknowledges
that such incentive compensation is to be granted, if at all, at the
sole discretion of the Board and that such incentive compensation need
not and may never be paid.
4. BUSINESS EXPENSES. The Company shall promptly pay directly, or
reimburse the Executive for, all business expenses to the extent such expenses
are paid or incurred by the Executive during the term of employment in
accordance with Company policy in effect from time to time and to the extent
such expenses are reasonable and necessary to the conduct by the Executive of
the Company's business and properly substantiated.
5. FRINGE BENEFITS. During the term of this Agreement and the
Executive's employment hereunder, the Company shall provide to the Executive
such insurance, vacation, sick leave and other like benefits as are provided
from time to time to the majority of its employees or to its other employees
holding equivalent executive positions with the Company in accordance with the
policy of the Company as may be established from time to time.
6. TERM; TERMINATION. Notwithstanding any other provision of this
Agreement, the Executive is employed by the Company "at will." The Executive's
employment may be terminated at any time. For purposes of this Section 6,
"Termination Date" shall mean the date on which any notice period required under
this Section 6 expires or, if no notice period is specified in this Section 6,
the effective date of the termination referenced in the notice.
(a) Termination by the Executive. The Executive may terminate
his employment upon giving at least 30 days' advance written notice to
the Company and the Company will pay the Executive the earned but
unpaid portion of the Executive's Basic Salary through the Termination
Date. If the Executive gives notice of termination hereunder, the
Company shall have the right to relieve the Executive, in whole or in
part, of his duties under this Agreement and to advance the Termination
Date from the date set by the Executive's notice to a date not less
than 14 days from the receipt of the Executive's notice of termination.
(b) Termination by Company Without Cause. The Company may
terminate the Executive's employment without cause upon giving 30 days'
advance written notice to the Executive. If the Executive's employment
is terminated without cause under this Section 6(b), the Company will
pay the Executive the earned but unpaid portion of the Executive's
Basic Salary plus payment for any vacation accrued but not taken, will
continue to pay the Executive his Basic Salary for 12 months following
the Termination Date ("Severance Period"), will pay the applicable
premiums for 12 months following the Termination Date if the Executive
elects to
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continue his group healthcare plan benefits in accordance with COBRA,
and will provide outplacement services at a cost to the Company not to
exceed the Executive's Basic Salary for one month; provided, however,
that the Company may terminate payment of the Basic Salary, may charge
the Executive for remaining group healthcare plan premiums, and may
terminate outplacement services during the Severance Period if the
Executive accepts other full-time employment or is in breach of
obligations under Sections 7 or 8 of this Agreement.
(c) Termination by Company For Good Cause. The Company may
terminate the Executive's employment upon a determination by the
Company that "Good Cause" exists for the Executive's termination and
the Company serves written notice of such termination upon the
Executive. As used in this Agreement, the term "Good Cause" shall refer
only to any one or more of the following actions by the Executive:
(i) commission of an act of dishonesty,
including, but not limited to, misappropriation of funds or
any property of the Company;
(ii) engagement in activities or conduct clearly
injurious to the reputation of the Company;
(iii) refusal to perform his assigned duties and
responsibilities;
(iv) gross insubordination;
(v) the clear violation of any of the material terms
and conditions of this Agreement or any written agreement or
agreements the Executive may from time to time have with the
Company (following 30-days' written notice from the Company
specifying the violation and the Executive's failure to cure
such violation within such 30-day period); or
(vi) commission of a misdemeanor involving an act of
moral turpitude or a felony. In the event of a termination under this
Section 6(c), the Company will pay the Executive the earned but unpaid
portion of the Executive's Basic Salary plus payment for any vacation
accrued but not taken.
(d) Termination upon Death or Permanent Disability. The
Executive's employment shall terminate upon the death or permanent
disability of the Executive. For purposes hereof, "permanent
disability," shall mean the inability of the Executive, as determined
by the Board of Directors of the Company, by reason of physical or
mental illness to perform the duties required of him under this
Agreement for more than 180 days in any 360-day period. Successive
periods of disability, illness or incapacity will be considered
separate periods unless the later period of disability, illness or
incapacity is due to the same or related cause and commences less than
six months from the ending of the previous period of disability. Upon a
determination by the Board of Directors of Interpore or the Subsidiary
that the Executive's employment shall be terminated under this Section
6(d), the Board of Directors shall give the Executive 30 days' prior
written notice of the termination. If a determination of the Board of
Directors under this Section 6(d) is disputed by the Executive, the
parties agree to abide by the decision of a panel of three physicians.
The Company will select a physician, the Executive will select a
physician and the physicians selected by the Company and the Executive
will select a third physician. The Executive agrees to make himself
available for and submit to examinations by such physicians as may be
directed by the Company. Failure to submit to any examination shall
constitute a breach of a material part of this Agreement. In the event
of a termination under this Section 6(d), the Company will pay
Executive or his duly appointed and qualified executor or
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other personal representative the earned but unpaid portion of the
Executive's Basic Salary plus payment for any vacation accrued but not
taken.
(e) Termination Following Change of Control. If a "Change in
Control", as defined in Section 6(e)(v), shall have occurred and in
anticipation of or within one year following such Change in Control the
Company terminates the employment of the Executive for other than Good
Cause, as defined in Section 6(c), or the Executive terminates his
employment for Good Reason, as that term is defined in Section
6(e)(vii), then the Executive shall be entitled to the benefits
described below:
(i) The Executive shall be entitled to the unpaid
portion of his Basic Salary plus payment for any vacation
accrued but not taken, plus 2 times the Executive's "Current
Annual Compensation" as defined in this Section 6(e)(i)
("Salary Termination Benefit"). For this purpose "Current
Annual Compensation" shall mean the total of Executive's
annual Basic Salary in effect at the Termination Date, plus
any performance bonuses received by Executive in the prior
twelve months, and shall not include the value of any stock
options granted or exercised, contributions to 401(k) or other
qualified plans, medical, dental, or other insurance benefits,
or other fringe benefits. The Salary Termination Benefit shall
be paid to the Executive, or in the event of his death to his
duly appointed and qualified executor or other personal
representative, in 24 equal consecutive monthly payments
commencing on the first day of the month after termination of
employment following a Change in Control.
(ii) All outstanding stock options issued to the
Executive shall become 100% vested and thereafter exercisable
in accordance with such governing stock option agreements and
plans.
(iii) The Company shall pay the applicable premiums
for 18 months following the Termination Date if the Executive
elects to continue his group healthcare plan benefits in
accordance with COBRA ("Fringe Termination Benefits";
collectively the Salary Termination Benefit and the Fringe
Termination Benefit are referred to as the "Termination
Benefits"); provided, however, that the Company may charge the
Executive for remaining group healthcare plan premiums if the
Executive accepts other full-time employment or is in breach
of obligations under Sections 7 or 8 of this Agreement.
(iv) The Termination Benefits shall be payable to the
Executive as severance pay in consideration of his past
service and of his continued services from the date hereof.
Executive shall have no duty to mitigate his damages by
seeking other employment, and the Company shall not be
entitled to set off against amounts payable hereunder any
compensation which the Executive may receive from future
employment.
(v) A "Change in Control" shall be deemed to have
occurred if and when, after the date hereof, (A) any Person
(as defined below) is or becomes the Beneficial Owner (as
defined below), directly or indirectly, of securities of
Interpore representing 50% or more of the combined voting
power of Interpore's then outstanding securities; (B) the
stockholders of Interpore approve a merger or consolidation of
Interpore with any corporation (or other entity), other than a
merger or consolidation which would result in the voting
securities of Interpore outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the
voting securities of Interpore or such surviving entity
outstanding immediately after such merger or consolidation;
(C) the stockholders of Interpore approve a plan of complete
liquidation of Interpore or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets; or (D) during any period of two consecutive
years during the term of this Agreement (not including any
period prior to the execution of this Agreement), individuals
who at
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the beginning of such period constitute the Board of Directors
of Interpore cease for any reason to constitute at least two-
thirds thereof, unless the election of each director who was
not a director at the beginning of such period has been
approved in advance by directors of Interpore representing at
least two-thirds of the directors then in office who were
directors at the beginning of the period.
(vi) If the payments and benefits provided under this
Agreement to the Executive, either alone or with other
payments and benefits, would constitute "excess parachute
payments" as defined in Section 280G of the Internal Revenue
Code of 1986, as amended ("Code"), then the payments and other
benefits under this Agreement shall be reduced to the extent
necessary so that no portion thereof shall be subject to the
excise tax imposed by Section 4999 of the Code. Either the
Company or the Executive may request a determination as to
whether the payments or benefits would constitute an excess
parachute payment and, if requested, such determination shall
be made by independent tax counsel selected by the Company and
approved by the Executive. At the Executive's election and to
the extent not otherwise paid, the Executive may determine the
amount of cash and/or elements of non-cash fringe benefits to
reduce so that such payments and benefits will not constitute
excess parachute payments.
(vii) As used in this Agreement, the term "Good
Reason" means, without the Executive's written consent,
(a) a change in status, position or
responsibilities which, in the Executive's reasonable
judgment, does not represent a promotion from
existing status, position or responsibilities as in
effect immediately prior to the Change in Control;
the assignment of any duties or responsibilities
which, in the Executive's reasonable judgment, are
inconsistent with such status, position or
responsibilities; or any removal from or failure to
reappoint or reelect the Executive to any of such
positions, except in connection with the termination
of employment for total and permanent disability,
death or Good Cause or by the Executive other than
for Good Reason;
(b) a reduction by the Company in the
Executive's base salary as in effect on the date
hereof or as the same may be increased from time to
time during the term of this Agreement or the
Company's failure to increase (within twelve months
of the Executive's last increase in base salary) the
Executive's base salary after a Change in Control in
an amount which at least equals, on a percentage
basis, the average percentage increase in base salary
for all executive and senior officers of the Company
effected in the preceding twelve months;
(c) the relocation of the Company's
principal executive offices to a location outside the
Orange County area or the relocation of the Executive
by the Company to any place other than the location
at which the Executive performed duties prior to a
Change in Control, except for required travel on the
Company's business to an extent substantially
consistent with business travel obligations at the
time of a Change in Control;
(d) the failure of the Company to continue
in effect any incentive, bonus or other compensation
plan in which the Executive participates, including
but not limited to the Company's stock option plans,
unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan), evidenced by
the Executive's written consent, has been made with
respect to such plan in connection with the Change in
Control, or the failure by the Company to continue
the Executive's participation therein, or any action
by the Company which would directly or indirectly
materially reduce participation therein;
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(e) the failure by the Company to continue
to provide the Executive with benefits substantially
similar to those enjoyed or entitled under any of the
Company's pension, profit sharing, life insurance,
medical, dental, health and accident, or disability
plans at the time of a Change in Control, the taking
of any action by the Company which would directly or
indirectly materially reduce any of such benefits or
deprive the Executive of any material fringe benefit
enjoyed or entitled to at the time of the Change in
Control, or the failure by the Company to provide the
number of paid vacation and sick leave days to which
the Executive is entitled on the basis of years of
service with the Company in accordance with the
Company's normal vacation policy in effect on the
date hereof;
(f) the failure of the Company to obtain
a satisfactory agreement from any successor or assign
of the Company to assume and agree to perform this
Agreement; or
(g) any request by the Company that the
Executive participate in an unlawful act or take any
action constituting a breach of what is considered in
the Executive's reasonable judgment to be a
professional standard of conduct. Notwithstanding
anything in this Section to the contrary, the
Executive's right to terminate the employment
pursuant to this Section shall not be affected by
incapacity due to physical or mental illness.
(viii) Upon any termination or expiration of this
Agreement or any cessation of the Executive's employment
hereunder, the Company shall have no further obligations under
this Agreement and no further payments shall be payable by the
Company to the Executive, except as provided in Sections 6(a),
6(b), 6(d) and 6(e) above and except as required under any
benefit plans or arrangements maintained by the Company and
applicable to the Executive at the time of such termination,
expiration or cessation of the Executive's employment,
including, without limitation thereto, salary, incentive
compensation, sick leave, and vacation pay.
(ix) Enforcement of Agreement. The Company is aware
that upon the occurrence of a Change in Control, the Board of
Directors or a shareholder of the Company may then cause or
attempt to cause the Company to refuse to comply with its
obligations under this Agreement, or may cause or attempt to
cause the Company to institute, or may institute litigation
seeking to have this Agreement declared unenforceable, or may
institute litigation seeking to have this Agreement declared
unenforceable, or may take or attempt to take other action to
deny the Executive the benefits intended under this Agreement.
In these circumstances, the purpose of this Agreement could be
frustrated. It is the intent of the Company that the Executive
not be required to incur the expenses associated with the
enforcement of any rights under this Agreement by litigation
or other legal action, nor be bound to negotiate any
settlement of any rights hereunder, because the cost and
expense of such legal action or settlement would substantially
detract from the benefits intended to be extended to the
Executive hereunder. Accordingly, if following a Change in
Control it should appear to the Executive that the Company has
failed to comply with any of its obligations under this
Agreement or in the event that the Company or any other person
takes any action to declare this Agreement void or
enforceable, or institutes any litigation or other legal
action designed to deny, diminish or to recover from the
Executive the benefits entitled to be provided to the
Executive hereunder, and that the Executive has complied with
all obligations under this Agreement, the Company irrevocably
authorizes the Executive from time to time to retain counsel
of the Executive's choice, at the expense of the Company as
provided in this Section, to represent the Executive in
connection with the initiation or defense of any litigation or
other legal action, whether such action is by or against the
Company or any Director, officer, shareholder, or other person
affiliated with the Company, in any jurisdiction. The
reasonable fees and expenses of counsel selected from time to
time by the Executive as hereinabove provided
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shall be paid or reimbursed to the Executive by the Company on
a regular, periodic basis upon presentation by the Executive
of a statement or statements prepared by such counsel in
accordance with its customary practices. Any legal expenses
incurred by the Company by reason of any dispute between the
parties as to enforceability of or the terms contained in this
Agreement, notwithstanding the outcome of any such dispute,
shall be the sole responsibility of the Company, and the
Company hereby waives, and agrees not to take, any action to
seek reimbursement from the Executive for such expenses.
(f) In addition to any other payments due to the Executive
hereunder, if the Executive's employment is terminated pursuant to
Section 6(b), 6(d) or 6(e) of this Agreement, the Company shall pay
promptly after the close of the Company's fiscal year in which the
termination of Executive's employment occurs, a prorated portion of any
unpaid bonus or other incentive compensation, if any, which the
Executive would have been entitled to receive pursuant to plans, if
any, adopted by the Board of Directors of Interpore. If the Executive's
employment is terminated following a Change of Control and the Company
ceases to function as a separate operating unit or for any other reason
the performance criteria set forth in the bonus or incentive plan, if
any, adopted by the Board of Directors of Interpore is no longer a
viable or accurate indicator of the performance of the Executive or the
Company, then for purposes of determining and payment of bonus or other
incentive compensation, the performance criteria shall be deemed to
have been met.
7. NON-COMPETITION.
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(a) The Executive agrees that he will not:
(i) during the term or any extension of this
Agreement while the Executive is so employed by the Company,
engage or participate, directly or indirectly, either as
principal, agent, employee, employer, consultant, stockholder
(except as the holder of not more than five percent of the
stock of any publicly traded corporation), or in any other
individual or representative capacity whatsoever, in the
operation, management or ownership of any business, firm,
corporation, association, or other entity engaged in the
design, license, manufacture, marketing, or sale of bone
biologics products or devices and instruments used in spinal
surgery or in any other business engaged in by the Company; or
(ii) for a period of 12 months after termination of
employment with the Company, whether such termination is
voluntary or involuntary or with Good Cause or without cause,
directly or indirectly, for himself or in conjunction with or
on behalf of any other individual or entity, solicit, divert,
take away or endeavor to take away from the Company any
customer, account or employee of the Company who was a
customer, account or employee of the Company at any time
during the 12 months prior to the date of the Executive's
termination of employment with the Company.
(b) In the event of a violation of this Section 7, the
non-competition time periods provided in Section 7(a) shall be tolled
during the time of such violation.
8. CONFIDENTIAL INFORMATION; ASSIGNMENT OF INVENTIONS. The Executive
agrees that that certain Invention and Secrecy Agreement between Interpore Cross
International and the Executive shall remain in full force and effect as if such
agreement originally were made by and between the Company and the Executive.
9. NO CONFLICTS. The Executive represents that the performance by the
Executive of all the terms of this Agreement does not and will not breach any
agreement as to which the Executive or the Company is or was a party and which
requires Executive to keep any information in confidence or in trust.
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The Executive has not entered into, and will not enter into, any agreement
either written or oral in conflict herewith.
10. REASONABLENESS OF RESTRICTIONS. The Executive acknowledges
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that the restrictions contained in this Agreement are reasonable, but should any
provisions of this Agreement be determined to be invalid, illegal or otherwise
unenforceable to its full extent, or if any such restriction is found by a court
of competent jurisdiction to be unreasonable under applicable law, then the
restriction shall be enforced to the maximum extent permitted by law, and the
parties hereto hereby consent and agree that such scope of protection, time or
geographic area (or any one of them, as the case may be) shall be modified
accordingly in any proceeding brought to enforce such restriction. The Executive
acknowledges that the validity, legality and enforceability of the other
provisions shall not be affected thereby. The Executive hereby acknowledges and
confirms that the business of the Company extends throughout the world and that,
without limitation of any remedies for breach of such covenant, the Company
shall be entitled to temporary and permanent injunctive relief.
11. REMEDIES; VENUE; PROCESS.
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(a) The Executive hereby acknowledges and agrees that the
Confidential Information disclosed to the Executive prior to and during
the term of this Agreement is of a special, unique and extraordinary
character, and that any breach of this Agreement will cause the Company
irreparable injury and damage, and consequently the Company shall be
entitled, in addition to all other remedies available to it, to
injunctive and equitable relief to prevent or cease a breach of
Sections 7 or 8 of this Agreement without further proof of harm and
entitlement; that the terms of this Agreement, if enforced by the
Company, will not unduly impair the Executive's ability to earn a
living or pursue his vocation; and further, that the Company may
withhold compensation and benefits if the Executive fails to comply
with this Agreement, without restricting the Company from other legal
and equitable remedies. The parties agree that the prevailing party
shall be entitled to all costs and expenses (including reasonable legal
fees and expenses) which it incurs in successfully enforcing this
Agreement and in prosecuting or defending any litigation (including
appellate proceedings) arising out of this Agreement.
(b) The parties agree that jurisdiction and venue in any
action brought pursuant to this Agreement to enforce its terms or
otherwise with respect to the relationships between the parties shall
properly lie in any federal or state court located in Orange County,
California. Such jurisdiction and venue is exclusive, except that the
Company may bring suit in any jurisdiction and venue where jurisdiction
and venue would otherwise be proper if Executive has breached Sections
7 or 8 of this Agreement. The parties further agree that the mailing by
certified or registered mail, return receipt requested, of any process
required by any such court shall constitute valid and lawful service of
process against them, without the necessity for service by any other
means provided by statute or rule of court.
12. WITHHOLDING. The Company may withhold from any payments to be
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made hereunder such amounts as it may be required to withhold under applicable
federal, state or other law, and transmit such withheld amounts to the
appropriate taxing authority.
13. ASSIGNMENT. This Agreement is personal to the Executive and
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the Executive may not assign or delegate any of his rights or obligations
hereunder. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the respective parties hereto, their heirs, executors,
administrators, successors and assigns.
14. WAIVER. The waiver by either party hereto of any breach or
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violation of any provision of this Agreement by the other party shall not
operate as or be construed to be a waiver of any subsequent breach by such
waiving party.
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15. NOTICES. Any and all notices required or permitted to be given
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under this Agreement will be sufficient and deemed effective three (3) days
following deposit in the United States mail if furnished in writing and sent by
certified mail to the Executive at the address set forth on Schedule A hereto,
and to the Company at:
Interpore International, Inc.
000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx
with a copy to:
Xxxxxx & Xxxxxxx
000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
16. GOVERNING LAW. This Agreement shall be interpreted, construed
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and governed according to the laws of the State of California applicable to
contracts made and to be wholly performed within such state.
17. AMENDMENT. This Agreement and the Schedules hereto may only
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be amended or supplemented by agreement in writing executed by both parties
hereto.
18. SECTION HEADINGS. Section headings contained in this
----------------
Agreement are for convenience only and shall not be considered in construing any
provision hereof.
19. ENTIRE AGREEMENT. This Agreement terminates, cancels and supersedes
----------------
all previous employment agreements or other agreements relating to the
employment of the Executive with the Company, written or oral, entered into
between the parties hereto, and this Agreement contains the entire understanding
of the parties hereto with respect to the subject matter of this Agreement. This
Agreement was fully reviewed and negotiated on behalf of each party and shall
not be construed against the interest of either party as the drafter of this
Agreement. This Agreement supersedes all prior agreements and understandings
between the Parties with respect to such subject matter. That certain Employment
Agreement dated as of August 17, 1998 between Executive [and], Interpore [and
Cross], as in existence prior to the execution hereof, is hereby terminated and
is and shall be after the date hereof null and void and of no further force and
effect. The Schedules to this Agreement are hereby incorporated by reference and
for all purposes shall constitute a part hereof as if included in the text of
the Agreement. THE EXECUTIVE ACKNOWLEDGES THAT, BEFORE PLACING HIS SIGNATURE
HEREUNDER, HE HAS READ ALL OF THE PROVISIONS OF THIS EMPLOYMENT AGREEMENT AND
HAS THIS DAY RECEIVED A COPY HEREOF.
20. SEVERABILITY. The invalidity or unenforceability of any one
------------
or more provisions of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement or parts thereof.
21. SURVIVAL. Sections 6 through 13 of this Agreement and this
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Section 21 shall survive any termination or expiration of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EXECUTIVE: INTERPORE INTERNATIONAL, INC.
__________________________ By:______________________________
Its:_____________________________
[CROSS MEDICAL PRODUCTS, INC.
By:______________________________
Its:______________________]
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