EXHIBIT 10.3
AGREEMENT
THIS AGREEMENT, dated as of the 29th day of February, 2000, is by and
between BIOMATRIX, INC., a Delaware corporation with its principal place of
business at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "Employer"),
and Xxxxx X. Xxxxxx, an individual residing at 000 Xxx Xxxxxxxx Xxxx, Xxxx Xxx,
Xxx Xxxxxx 00000 (the "Employee").
ss. 1. Prior Agreements. All prior agreements between the parties relating
to the employment of the Employee, including, without limitation, the agreement
between the parties dated as of December 30, 1988 (as amended), are hereby
terminated and superceded by this Agreement, provided, however, that this
Agreement shall not affect in any manner the Change in Control Agreement between
the parties dated on or about the date hereof..
ss. 2. Compensation. The Employee has agreed to be an at-will employee of
the Employer and that the Employees' compensation for the services rendered by
the Employee to the Employer shall be determined each year by the Employer's
Compensation Committee.
ss. 3. Agreement Not to Compete. The Employee agrees that during the term
of his employment with the Employer and for a period of eighteen months
thereafter (the "post termination period"), the Employee shall not, within the
United States of America or its Territories or Possessions, or within any other
country in which the Employer conducts its business or distributes any of its
products (determined in each case as of the date of termination of the
Employee's employment), engage in business with, be employed by, or consult or
advise for any commercial entity which develops, manufactures, sells, or
distributes products that compete with products then manufactured, sold, or
distributed or the development of which is being actively pursued by the
Employer, to the extent that such products of the Employer are based upon any
Confidential Information (as defined below) or covered by patents issued or
pending on the date of termination of the Employee's employment, provided,
however, (i) that during the post termination period the severance arrangements
(if any) of the Employee shall be determined by the Compensation Committee of
the Employer, and (ii) that, with respect to the post-termination employment
period, any such employment or consulting by the Employee shall be prohibited
only if it relates to the commercial development, commercial application or
other commercial exploitation of products that compete with products
manufactured, sold, or distributed or the development of which is being actively
pursued by the Employer as of the date of termination of the Employee's
employment.
Confidential Information shall mean all nonpublic information which relates
directly to the present business of the Employer, including but not limited to
any ideas, formulae, processes, know-how, data, test results, raw materials,
techniques, models, computer programs, plans, schedules, sketches, notebooks,
drawings, process sheets, customer or supplier lists, and financial information.
ss. 4. Miscellaneous. This Agreement represents the entire understanding
and agreement between the parties as to the subject matter hereof. No prior,
concurrent or subsequent agreement, whether written or oral, shall be construed
to change, amend, alter, repeal or invalidate this Agreement, unless this
Agreement is specifically identified in and made subject to such other written
agreement. This Agreement may be amended only by a written instrument executed
in one or more counterparts by the parties hereto. This Agreement shall be
governed by and enforced, determined and construed in accordance with the laws
of the State of New Jersey (other than those relating to its conflicts of laws
rules).
IN WITNESS WHEREOF, this Agreement has been executed by the Employer, by
its duly authorized officer, and by the Employee, as of the date first above
written.
BIOMATRIX, INC.
By:
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H. Xxxxxx Xxxxxxxx Xxxxx X. Xxxxxx
Chairman of the Compensation Committee
and of the Board of Directors