SEVERANCE AGREEMENT
AGREEMENT,
made and entered into as of January 22, 2008, by and between
TUTOGEN MEDICAL, INC., a Florida corporation (the
“Company”), and Claude Pering
(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
8(c) below), and Employee is terminated without 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 12 months (the
“Severance Period”) of the Employee’s then
current salary in equal biweekly installments during the 24
month period subsequent to such termination, payable in
accordance with the Employer’s normal payroll
practices.
(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.
(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 30 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, 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 Employee will not be employed, either as
director, employee, owner, partner, contractor or consultant,
by any entity wh
