Omrix Biopharmaceuticals, Inc.
1120 Avenue of the Americas
4th Floor
New York, NY 100036
Mr. Robert
Taub
c/o 1120 Avenue of the Americas
4th Floor
New York, NY 10036
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Re:
Employment Agreement Amendment
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This letter
agreement is in reference to the employment agreement between you
and Omrix Biopharmaceuticals, Inc. (the “Company”),
dated as of the 20th day of March 2006 (the “Employment
Agreement”). As you know, Johnson & Johnson, a New Jersey
corporation (“Parent”), Whitewater Acquisition Corp., a
wholly-owned subsidiary of Parent (“Sub”), and the
Company propose to enter into a merger agreement (the “Merger
Agreement”) that will (subject to the satisfaction of the
terms and conditions of the Merger Agreement) result in the Company
becoming wholly-owned by Parent upon the Closing (as defined in the
Merger Agreement) as a result of the Merger (as defined in the
Merger Agreement). As a condition to the willingness of Parent and
Sub to enter into the Merger Agreement, Parent has requested that
you enter into this letter agreement setting forth certain
modifications to your rights and obligations under the Employment
Agreement and any other agreement between you and the Company that
provides for severance or separation benefits. Capitalized terms
used but not otherwise defined herein will have the meanings
assigned thereto under the Employment Agreement, unless otherwise
expressly noted.
In consideration
of the merger consideration that would be provided to you in the
event of the Merger and for other good and valuable consideration,
which is hereby acknowledged and agreed by the undersigned, each of
the Company, Parent and you (each, a “party”) agrees as
follows:
1.
Effectiveness . This letter agreement will become effective
upon its execution by each of the parties; provided ,
however , that this letter agreement will be null and void
ab initio and of no further force or effect if the Merger Agreement
is terminated prior to the Closing (it being understood that Parent
and Sub shall have no liabilities or obligations hereunder unless
and until the Closing occurs).
2.
Termination of Employment and Employment Agreement . You
hereby agree that notwithstanding anything to the contrary in your
Employment Agreement, your
employment with
the Company and, except as described in Section 3 hereof, your
Employment Agreement shall terminate at the Closing. In
consideration for such termination and subject to you executing and
not revoking the Release described in Section 7(i) of the
Employment Agreement, you will be entitled to receive at or
reasonably promptly after Closing, in a one time lump sum payment,
the payments provided for in Sections 7(e)(3) and 7(d)(2) of
the Employment Agreement. In addition, you will receive health
insurance coverage for one year from your current private German
health insurance company, provided the premium for such coverage is
not to be materially greater than the premium you paid for such
coverage in 2008. At the Closing the Company shall execute and
deliver to you the Release described in Section 7(j) of the
Employment Agreement. Except for your entitlement to t
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