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Exhibit
10.2
SEVERANCE
AGREEMENT
AGREEMENT, made and entered
into as of January 22, 2008, by and between TUTOGEN MEDICAL,
INC., a Florida corporation (the “Company”), and L.
Robert Johnson, Jr. (the “Employee”).
WHEREAS, the Company desires
to provide the Employee with severance payments in the event there
is a sale of the Company (a “Transaction”—which
is defined in Section 10(c) below), and Employee is terminated
for cause or resigns for good reason within 24 months of such
Transaction, in consideration of Employee’s release of claims
and certain agreements by Employee with respect to non-competition,
non-solicitation, and non-disparagement, among other
things.
NOW THEREFORE, the parties
agree as follows:
1. Severance
Protection . (a) If a Transaction occurs and if, before
the second anniversary of the date on which the Transaction is
consummated, the Company or any successor entity (the
“Employer”) terminates Employee’s employment
without “Cause” or such employment is terminated by the
Employee for “Good Reason” (as both such terms are
defined below), then, within ten days following such termination of
employment (a “Severance Termination”), the Employee
will be entitled to receive from the Employer an amount equal to
the difference between: (a) 12 months (the “Severance
Period”) of the Employee’s then current salary, and
(b) any severance Employee has become entitled to receive as a
result of such Transaction or the termination of the
Employee’s employment pursuant to that certain letter
agreement, dated December 28, 2005, by and between the Company
and Employee (the “Letter Agreement”), in equal
biweekly installments during the 24 month period subsequent to such
termination, payable in accordance with the Employer’s normal
payroll practices. If after 24 months of such transaction the
Employee is terminated without cause or due to a change of control,
the Employee will be entitled to 6 months of salary in accordance
with the Letter Agreement.
(b) In the event of a
Severance Termination, the Company agrees to reimburse Employee for
the Consolidated Omnibus Reconciliation Act (“COBRA”)
continuation premium to continue the Employee’s current
health/dental insurance coverage through the earlier of:
(i) the end of the maximum period subsequent to such
termination provided for under COBRA, (ii) the end of the
Severance Period, (iii) such date that the Employee becomes
eligible for enrollment for other health/dental care coverage, as
the case may be, under another group health/dental plan prior to
the end of this period. To be eligible for such reimbursement of
COBRA continuation premium payments by the Company, the Employee
must elect COBRA continuation coverage when contacted by the
Company or the Company’s provider of COBRA services. If COBRA
continuation coverage is elected by Employee, he or she must pay
the monthly premiums and provide Company with evidence of payment
for reimbursement. After the end of the Severance Period, if the
Employee is still eligible under COBRA and wishes to maintain COBRA
continuation coverage beyond such date, the Employee will be
responsible for all COBRA continuation premium payments after such
date.
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(c) In the event of a
Severance Termination, the Company agrees to pay the Employee for
any accrued, unused paid time off leave time, to be paid to
Employee 10 days after termination of employment. The Employee will
not accrue any additional paid time off leave after such
date.
(d) In the event of a
Severance Termination, the Employee will be allowed to continue
vesting in any unvested stock/option grants made by the Company, or
any successor, to Employee until the end of the Severance Period.
Any and all other remaining unvested stock/option grants as of the
end of the Severance Period, will be forfeited. Any vested options
must be exercised within 90 days of the end of the Severance
Period.
2. Effect of Other
Agreements . If the Employee becomes entitled to receive
severance payments under this Agreement, such payments will be in
lieu of and not in addition to the benefits, severance payments or
other payments to which Employee may otherwise have been entitled
under any prior change of control, severance or other agreement
between the Company and Employee.
3. Release of Claims .
Notwithstanding anything to the contrary contained herein, the
Employer shall have the right to condition Employee’s right
to receive severance payments and benefits under Section 1 of
this Agreement upon the execution and delivery by the Employee (or
Employee’s beneficiary) of a general release in favor of
Company, Employer and its successors and affiliates, and their
officers, directors and employees, in such form as the Employer may
specify. Any payment or benefit that is so conditioned may be
deferred until the expiration of the seven day revocation period
prescribed by the Age Discrimination in Employment Act of 1967, as
amended (or any similar revocation period then in
effect).
4. Non-Competition
.
(a) The Employee
acknowledges, recognizes and understands that, in connection with
the Employee’s employment with the Employer, the Employee has
and will have access to certain proprietary, sensitive and
confidential information of the Employer including but not limited
to: the identity of the Employer’s clients, prospective
clients, and other client information; the existence of
negotiations with prospective clients of the Employer; marketing
data and plans; financial information and financial data not
publicly disclosed; all drawings, records, sketches, and models;
trade secrets and trade secrets relating to services of the
Employer; and, products sold or being developed by the Employer
(“Confidential Information”). Employee also
acknowledges, recognizes and understands that the Employer owns or
has access to various types of intellectual property that are
protected or may be protected by copyright, trademark, patent,
trade secret, or other laws. The types of intellectual property
that are considered proprietary to the Employer and that must be
protected include but are not limited to: patent applications;
trademarks; programs; source and relocatable code for all programs;
engineering, research, and technical documents; unpublished product
specifications; products sold or under development; and,
information belonging to other companies that is provided to the
Employer under confidentiality agreements (“Intellectual
Property”).
(b) Employee recognizes that
the Employer possesses several valuable and legitimate business
interests such as Confidential Information and Intellectual
Property,
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substantial relationships with current
or prospective customers, clients or vendors, and customer, client
or vendor goodwill associated with the Employer business. In
recognition of these interests, and the Employee’s exposure
to these interests, in the event of the termination of the
Employee’s employment with the Employer, the Employee agrees
that for a period of two (2) years following the effective
date of the termination (the “Restricted Period”), the
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