EMPLOYEE CONFIDENTIAL INFORMATION,
AND
INVENTION AND NON-COMPETITION AGREEMENT
This Agreement,
is made and entered into on the 1ST day of November 2000 by
and between Mark H. Burroughs, hereinafter "Employee", and Osteotech, Inc. a
Delaware corporation, with its principal
place of business located at Eatontown,
New Jersey including any and all current
and future subsidiary
and/or affiliate
companies hereinafter "Corporation".
WHEREAS,
Employee desires to
establish an employment relationship and may
receive certain benefits including stock
options to be issued to Employee; and
WHEREAS, by
reason of employment by Corporation, Employee will receive the
value and advantage of confidential
information and special training and skills,
and the expert knowledge and experience of the
contacts with other
Corporation
employees; and
WHEREAS,
the granting of stock
options represents a
distinct advantage to
Employee and was conditioned upon Employee
entering into this Agreement.
NOW THEREFORE, in exchange for good and valuable consideration, the
sufficiency and receipt of which is hereby
acknowledge, it is agreed as follows:
1
<PAGE>
1. Covenant Not
to Compete
(a) Employee will not, from and after the date hereof through the
Employee's employment and for twenty-four (24) months after the Employee's
termination for any reason whatsoever including but not limited to
involuntary
termination (with or without cause) and/or
voluntary termination,
(i) directly
or indirectly engage in, represent in any way, or be connected with, any
business or activity which markets,
sells or is developing
products or services
which compete with the products or services
marketed, sold or being developed by
the Corporation at the time of such
termination (such business or activity being
hereinafter sometimes called a "Competing
Business"), within any
state in which
the Corporation transacts business or sells its products or
services, whether
such engagement by the Employee shall be as an officer, principal, agent,
director, owner, employee, partner,
affiliate,
consultant or other
participant
in any Competing Business, (ii) assist others in engaging in any Competing
Business in any manner described in the foregoing clause (i), or (iii) induce
other employees of the Corporation to terminate their employment with the
Corporation or engage in any Competing
Business.
(b) The Employee
understands
that the foregoing restrictions may limit
his/her ability to earn a livelihood in a
business competitive
to the business
of the Corporation, but he/she nevertheless believes that he/she has
received
and will receive sufficient consideration and other benefits
in connection with
the Corporation's issuance of certain stock options
to the Employee as well as
other benefits to clearly justify such
restrictions
which, in any event
(given
his/her education, skills and ability), the Employee does not believe would
prevent him/her from earning a living.
2
<PAGE>
2. Protection of
Information
Employee hereby
covenants with
Corporation
that, throughout the term of
his/her employment by Corporation, Employee will serve Corporation's best
interests loyally and diligently. Throughout the course of employment by
Corporation and thereafter, Employee will not disclose to any person,
firm,
corporation or entity (except when
authorized by
Corporation)
any information
relating to Corporation's business, 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., and will not use such
information for his/her own purpose or for the purpose of any person,
firm,
corporation or entity, except the
Corporation.
3. Corporation
Right to Inventions.
The Employee
shall promptly
disclose, grant and assign ownership to the
Corporation for its sole use and benefit
any and all
inventions,
improvements,
technical information and suggestions
relating in any way to the business of the
Corporation (whether patentable o
