0001144204-12-069303 Sample Contracts

RESTRICTED SHARE UNIT AGREEMENT (Executive Officer)
Restricted Share Unit Agreement • December 21st, 2012 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”), hereby made between Derma Sciences, Inc., a Delaware corporation (the “Company”) and the individual named below (the “Awardee”) evidences a Restricted Share Unit award, pursuant to the Derma Sciences, Inc. 2012 Equity Incentive Plan (the “Plan”), and is in all respects limited as provided herein. Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Plan.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2012 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus

WHEREAS, Derma Sciences, Inc. (“Employer”) and Edward J. Quilty (“Employee”) are parties to that certain Employment Agreement dated as of March 7, 2012 (the “Agreement”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2012 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus

WHEREAS, Derma Sciences, Inc. (“Employer”) and John E. Yetter (“Employee”) are parties to that certain Employment Agreement dated as of March 7, 2012 (the “Agreement”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2012 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus

WHEREAS, Derma Sciences, Inc. (“Derma U.S.”), Derma Sciences Canada, Inc. (“Derma Canada”) and Frederic Eigner (“Employee”) are parties to that certain Employment Agreement dated as of March 12, 2012 (the “Agreement”).

PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT (Executive Officer)
Performance-Based Restricted Share Unit Agreement • December 21st, 2012 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”), hereby made between Derma Sciences, Inc., a Delaware corporation (the “Company”) and the individual named below (the “Awardee”) evidences a Restricted Share Unit award, pursuant to the Derma Sciences, Inc. 2012 Equity Incentive Plan (the “Plan”), and is in all respects limited as provided herein. Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Plan.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2012 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus

WHEREAS, Derma Sciences, Inc. (“Employer”) and Barry Wolfenson (“Employee”) are parties to that certain Employment Agreement dated as of March 8, 2012 (the “Agreement”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2012 • Derma Sciences, Inc. • Surgical & medical instruments & apparatus

WHEREAS, Derma Sciences, Inc. (“Employer”) and Robert C. Cole (“Employee”) are parties to that certain Employment Agreement dated as of March 7, 2012 (the “Agreement”).

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