INDEMNITY AGREEMENT
Agreement
dated as of the 1st day of November, 2000, by and between
Osteotech, Inc., a Delaware corporation (the "Corporation"), and Mark H.
Burroughs ("Indemnitee").
Indemnitee
currently is serving
as an officer of the Corporation, and the
Corporation desires that Indemnitee continue to serve in such capacity.
Indemnitee is willing to continue to serve in
such capacity if
Indemnitee
is
adequately protected against the risks
associated with such service.
The Corporation and Indemnitee have concluded that the indemnities
available under the Corporation's
by-laws need to be
supplemented to more fully
protect Indemnitee against the risks
associated with Indemnitee's service to the
Corporation.
In consideration
of the premises and of the mutual agreements hereinafter
set forth, the parties hereto agree as
follows:
1. The
Corporation shall pay
on behalf of the Indemnitee and Indemnitee's
executors, administrators or assigns,
any amount that
Indemnitee is or becomes
legally obligated to pay as a result of any claim or claims made against
Indemnitee by reason of the fact that
Indemnitee
served as an
officer of the
Corporation or any Affiliate thereof or because of any actual
or alleged breach
of duty, neglect, error, misstatement,
misleading statement,
omission or other
act done, or suffered or wrongfully
attempted by
Indemnitee
in Indemnitee's
capacities as an officer of the Corporation or any Affiliate thereof. For
purposes of this Agreement, the term "Affiliate" shall mean any corporation
controlling, controlled by or under common
control with the
Corporation.
The
payments that the Corporation will be obligated to make
hereunder shall include
(without limitation) damages, judgments, settlements, costs and expenses of
investigation, costs and expenses of defense of legal actions, claims and
proceedings and appeals therefrom, and costs of attachments and
similar bonds;
provided, however, that the Corporation shall not be
obligated to pay fines or
other obligations or fees imposed by law or
otherwise that it is prohibited from
paying as indemnity by applicable law or
for any other reason.
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2. Costs and
expenses (including,
without limitations, attorneys' fees)
incurred by Indemnitee in defending or investigating any action, suit,
proceeding or claim referred to in Section 1 hereof shall be paid by the
Corporation in advance of the final
disposition of such matter upon receipt of a
written undertaking by or on behalf of Indemnitee to
repay any such amounts if
it is ultimately determined that Indemnitee is not
entitled to
indemnification
under the terms of this Agreement.
3. If a claim
under this Agreement is not paid by or on behalf of the
Corporation within ninety days after a written
claim has been
received by the
Corporation, Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if
successful
in
whole or in part, Indemnitee shall also be entitled to be paid the expense
of
prosecuting such claim.
4. In the event
of payment under this Agreement, the Corporation shall be
subrogated to the extent of such payment to all of the rights of
recovery of
Indemnitee, who shall execute all papers
required and sh
