Exhibit 10.17
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered in this
day of November, 1998, by and between REGENERATION TECHNOLOGIES, INC., a Florida
corporation (the "Corporation") having its principal address at 0 Xxxxxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxx 00000 and Xxxxx X. Xxxxxxx ("Employee").
WHEREAS, the Corporation operates a tissue processing / manufacturing
facility in Alachua, Florida; and
WHEREAS, the Corporation desires to employ Employee and Employee desires
to accept such employment during the term of this Agreement and upon the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and the benefits
accruing to the parties hereto, the parties agree as follows:
1. Employment. The Corporation hereby agrees to employ Employee, and
Employee hereby agrees to accept such employment, to render services on behalf
of the Corporation as Director of Sales. The duties of Employee shall be those
established by the Corporation's Board of Directors, or its officers, from time
to time.
2. Devotion to Employment. During the term of this Agreement,
Employee shall devote his full time on behalf of the Corporation, and Employee
shall not engage in any other gainful employment without written consent of the
Corporation; provided, however, that nothing contained herein shall prohibit
Employee from investing or trading in stocks, bonds, commodities or other forms
of investment, including real property.
3. Term of Agreement. The effective date of this Agreement shall be
the
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
date of this Agreement, and it shall continue in full force and effect for a
period of five (5) years unless sooner terminated as hereinafter provided.
4. Compensation.
(a) Annual Salary. The Corporation shall pay to Employee as
compensation for Employee's services a salary of $150,000 per year, payable in
installments in accordance with the payroll policies of the Corporation in
effect from time to time during the Employment Term. Employee's salary shall be
reviewed annually by the Corporation's Board of Directors, at which time
Employee's salary may be adjusted as mutually agreed upon by Employee and the
Corporation's Board of Directors.
(b) Performance Bonus. To provide greater incentive for
Employee by rewarding him with additional compensation, a cash bonus may be paid
to Employee at any time during the year, or after the close of the year, based
upon the performance of the Corporation and the performance of Employee during
such year; provided, however, that the payment of any such bonus and the amount
thereof shall be within the sole discretion of the Corporation's Board of
Directors. The Corporation may offer a quarterly incentive consideration as a
percentage of the sales of the Corporation. Bonus agreements made as indicated
by the initial employment offer shall be honored provided all conditions and
responsibilities remain the same. In making bonus determinations, the Directors
will consider the following:
(i) The net profit of the Corporation for the year;
(ii) The base salary of Employee;
(iii) Employee's overall performance as an employee of
the Corporation;
2
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
(iv) A comparison of Employee's performance with the
performance of the other employees of the Corporation; and
(v) Such other matters as may be considered appropriate
by the Directors.
(c) Stock Options. Employee shall be granted an option to
purchase seventeen thousand (17,000) shares of common stock of Regeneration
Technologies, Inc. ("RTI") at the exercise price of Six and 25/100 Dollars
($6.25) per share, subject to approval of the Board of Directors and subject to
such vesting and other requirements as are set forth in the Omnibus Stock Plan,
the Employee Restricted Stock Agreement and the Incentive Stock Option Grant
Agreement between RTI and Employee as additional consideration for services
rendered to RTI.
(d) Withholding, FICA, FUTA. Employee's salary and performance
bonus, if any, shall be subject to, and reduced by, applicable federal income
tax withholding and FICA tax, and any other taxes imposed by law.
5. Other Benefits. The Employee shall be entitled to such vacation
days, sick days, insurance and other benefit programs as are established for all
other employees of the Corporation, on the same basis as such other employees
are entitled thereto, it being understood that the establishment, termination,
or change of any such program shall be at the instance of the Company, in
exercise of its sole discretion, from time to time, and any such termination or
change in any such program shall not affect this Agreement.
6. Fringe Benefits. During the term of this Agreement, Employee
shall be
3
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
entitled to all fringe benefits offered generally to the Corporation's
managerial employees as established or modified from time to time by the
Corporation, pro-rated based on the percentage of time Employee devotes to the
Corporation, subject always to the rules in effect regarding participation in
such plans. Employee shall not by entitled to any fringe benefits as a result of
his employment with the Corporation.
7. Business Expenses. Except as otherwise provided herein, the
Corporation shall pay, either directly or by reimbursement to Employee, such
reasonable and necessary business expenses incurred by Employee in the course of
his employment by the Corporation as are consistent with the Corporation's
policies in existence from time to time, subject to such dollar limitations and
verification and record keeping requirements as may be established from time to
time by the Corporation.
8. Vacation and Sick Leave. Employee shall be entitled to such paid
vacation time and paid sick leave each year, as shall be authorized by the
Corporation from time to time. All vacations shall be taken by Employee at such
time or times as may be approved by the Corporation. There will be no carryover
of unused vacation time or sick leave from one year to another, and Employee
shall not be entitled to any pay for unused vacation or sick leave.
9. Time Off. Employee shall be entitled to such time off with pay
for attendance at seminars, courses, meetings and conventions as is authorized
by the Corporation from time to time. The specific seminars, courses, meetings
and conventions to be attended by Employee shall be subject to the Corporation's
prior approval.
4
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
10. Termination of Employment.
(a) Voluntary Termination. Employee or the Corporation may
voluntarily terminate Employee's employment with the Corporation (and, expect as
otherwise specifically provided hereunder, this Agreement) at any time, by
delivering to the other party written notice of such intention not less than
thirty (30) days prior to the effective date of termination. Notwithstanding the
foregoing, if notice of termination is given by Employee to the Corporation,
then the Corporation shall have the option of advancing the effective date of
such termination to any date after receipt of such notice from Employee, which
option shall be exercised by the Corporation within three (3) business days of
receipt of such notice.
(b) Termination for Cause. The Corporation may immediately terminate
Employee's employment with the Corporation (and, except as otherwise
specifically provided hereunder, this Agreement) for "cause" by giving written
notice (without regard to the thirty (30) day period provided above) of such
termination to Employee specifying the grounds therefor. A termination for
"cause" shall only be for any one or more of the following reasons:
(i) Willfully or negligently damaging the Corporation's
property, business, reputation or goodwill;
(ii) Willfully injuring any employee of the Corporation;
(iii) Willfully injuring any person in the course of the
performance of services for the Corporation;
(iv) Lawfully charged with commission of a felony;
(v) Stealing, dishonesty, fraud or embezzlement;
(vi) Deliberate and continuous neglect of duty;
5
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
(vii) Failure to properly perform Employee's duties;
(viii) Use of alcohol or narcotics to the extent it prevents,
in the sole judgement of the Corporation's Board of Directors, Employee from
effectively performing the duties set forth in Paragraph 1 above;
(ix) Violating the covenants set forth in Paragraph 11 or 12
of this Agreement.
The decision to terminate Employee's employment for "cause"
shall be made by the Corporation's Board of Directors in its sole discretion.
(c) Termination Upon Death, Incompentency or Disability.
Notwithstanding Subparagraph 9(a) above, the Corporation shall have the right to
terminate Employee's employment with the Corporation (and, expect as otherwise
specifically provided hereunder, this Agreement) immediately and without prior
written notice to Employee in the event that the Employee dies, or is
adjudicated incompetent, or is "permanently disabled", as hereinafter denied. As
used herein, the term "permanently disabled" shall mean that Employee is unable
to adequately perform his regular duties hereunder as a result of sickness or
accident and such condition appears to be permanent. The determination of
"permanent disability" shall be made by the Corporation's Board of Directors in
its sole and absolute discretion and its decision shall be final and binding on
Employee unless found to be arbitrary or capricious by a court of competent
jurisdiction.
(d) Performance of Duties During Notice Period. In the event that
Employee terminates Employee's employment with the Corporation in accordance
with the terms of Subparagraph 9(a), Employee, if requested by the Corporation,
shall continue to render services
6
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
hereunder on behalf of the Corporation for the thirty (30) day period until the
effective date of termination, and shall, in such event, be paid the
compensation due Employee hereunder for the remainder of such period.
11. Confidential Information. Employee acknowledges and recognizes
that, in connection with the performance of Employee's duties and obligations
for the Corporation, Employee has and will have access to certain confidential
information of the Corporation, including, but not limited to, any intellectual
property of the Corporation, the identity of the Corporation's clients, the
identity of prospective clients, the existence of negotiations with prospective
clients of the Corporation, all drawings, records, sketches, models, financial
information, customer information, trade secrets, and trade secrets relating to
services of the Corporation, and products being developed by the Corporation
(the "Confidential Information"). Employee hereby acknowledges that the
maintenance of the confidentiality of the Confidential Information and
restrictions on the use of the Confidential Information is essential to the
Corporation. Employee shall not, at any time, whether during the term of this
Agreement or after the termination of Employee's employment with the Corporation
for any reason whatsoever, divulge or reveal any of the Confidential Information
to any person, party or entity, directly or indirectly. In addition, Employee
shall not utilize any of the Confidential Information for Employee's own
benefit, or for the benefit of any subsequent employer or competitor of the
Corporation. Employee shall maintain the Confidential Information in strict
confidence and shall not copy, duplicate or otherwise reproduce, in whole or in
part, such Confidential Information, except as necessary for Employee to perform
services for the Corporation. Upon the termination of Employee's employment by
the Corporation, or at the earlier request of the
7
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
Corporation, Employee shall immediately surrender to the Corporation any and all
memoranda, records, files or other documents and any other materials (including
photocopies or other reproductions) relating to the Confidential Information.
Employee shall indemnify and hold the Corporation harmless from any loss,
damage, expense, cost or liability arising out of any unauthorized use or
disclosure of the Confidential Information by Employee. The provisions of this
Paragraph 11 shall survive the termination of Employee's employment with the
Corporation and the termination of this Agreement.
12. Employee Developments. Employee is aware and understands that
during the term of Employee's employment with the Corporation or with the
financial and other assistance that may be provided by the Corporation, Employee
may invent, create, develop and improve certain valuable property such as, but
not limited to, patents, trademarks, inventions, other patentable inventions and
other trade secrets and formula ("Employee Developments"). Employee agrees that
all Employee Developments that may be developed or produced by Employee during
Employee's employment by the Corporation are and will be the property of the
Corporation and that Employee further agrees that she will, at the request of
the Corporation, execute such documents as the Corporation may reasonably
request from time to time, to assign and transfer all of the right, title and
interest in Employee Developments that are the property of the Corporation to
the Corporation and she will cooperate with the Corporation in connection with
any patent applications. In this regard, Employee will, at all times, fully
advise and inform the Corporation of all matters that Employee may be developing
or working on while employed by the Corporation. Employee further agrees that
upon the termination of her employment with the Corporation for any reason
whatsoever, Employee shall immediately deliver and surrender to
8
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
the Corporation any and all plans, documents and other materials of any nature
relating to the Employee Developments. The Corporation may provide additional
compensation to Employee as consideration for Employee Developments in
accordance with any patent policy of the Corporation. The provisions of this
Paragraph 12 shall survive the termination of this Agreement.
13. Limitation of Employment.
(a) In the event of the termination of Employee's employment
with the Corporation either by the Corporation for cause (as defined in
Subparagraph 10(b) above) or voluntarily by Employee, Employee agrees that for a
period of three (3) years following the effective date of such termination,
Employee will not engage in or be employed by any business which engages in the
business of manufacturing or distributing products from bone tissue in the
United States.
(b) In the event of the termination of Employee's employment
with the Corporation by the Corporation without cause, Employee agrees that for
a period of one (1) year following the effective date of such termination,
Employee will not engage in or be employed by any business which engages in the
business of manufacturing or distributing products from bone tissue within the
United States. In the event Employee is terminated by the Corporation without
cause, the Corporation will provide severance compensation to Employee as
follows:
(1) The Corporation provides no severance compensation
in the event of termination prior to the end of four (04) months of full time
employment;
(2) The Corporation provides one month of basic annual
salary if Employee has served four months of full time employment upon
termination.
9
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
(3) The Corporation provides Employee two (2) months of
basic annual salary upon termination, if the Employee has served six (06) full
months of employment, to be paid monthly;
(4) the Corporation provides Employee three (3) months
of basic annual salary if Employee has served at least (08) full months of
employment upon termination, to be paid out monthly;
(5) The Corporation provides Employee four (4) months of
basic annual salary if Employee has served at least (09) months of employment
upon termination, to be paid out monthly;
(6) The Corporation provides Employee five (5) months of
basic annual salary if Employee has served at least (10) months of employment
upon termination, to be paid out monthly;
(7) The Corporation provides Employee six (6) months of
basic annual salary if Employee has served at least (12) months of employment
upon termination, to be paid out monthly.
(b) Employee acknowledges that this restrictive covenant is
reasonably necessary to protect the Corporation's legitimate business interests,
which are represented by, among other things, the substantial relationships
between the Corporation and its licensees and tissue sources, as well as the
goodwill established by the Corporation with licensees and tissue sources in the
United States and other countries where the Corporation's tissues are
distributed over a protracted period.
10
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
(c) Employee recognizes the fact that the Corporation would
not sign this Agreement without the inclusion of this covenant, and Employee
confirms the sufficiency of the consideration received by Employee, in the form
of employment by the Corporation, in accepting this covenant as a material term
of the Agreement.
(d) It is agreed that the Corporation will be entitled to
specific performance of this provision, and to injunctive relief in view of the
fact that the actual harm is not readily ascertainable or compensable by money
damages.
(e) The period set forth in subparagraph (a) above will be
tolled during any time in which Employee is in violation of the restrictive
covenant contained in this Paragraph 13, and that period will begin to run again
from the date Employee ceases such violation.
(f) This Paragraph 13 will survive the termination of this
Agreement and the termination of Employee's employment with the Corporation.
14. Remedies For Breach. It is understood and agreed by the parties
that no amount of money would adequately compensate the Corporation for damages
which the parties acknowledge would be suffered as a result of a violation by
the Employee of the covenants contained in Paragraphs 12 and 13 above, and that,
therefore, the Corporation shall be entitled, upon application to a court of
competent jurisdiction, to obtain injunctive relief to enforce the provisions of
Paragraphs 12 and 13, which injunctive relief shall be in addition to any other
rights or remedies available to the Corporation. If such a violation occurs,
Employee shall be responsible for the payment of reasonable attorney's fees and
other costs and expenses incurred by the Corporation in enforcing the covenants
contained in Paragraphs 12 and 13 above, whether
11
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
incurred at the trial level or in any appellate proceeding. The provisions of
this Paragraph 14 shall survive the termination of this Agreement.
15. Limitations on Authority. Without the express written consent of
the Corporation's Board of Directors, Chief Executive Officer, or the Vice
President of Business Development, Employee shall have no apparent or implied
authority to do any of the following:
(a) Pledge the credit of the Corporation or any of its other
employees;
(b) Bind the Corporation under any contract, agreement, note,
mortgage or other obligation, except in the performance of his/her functional
duties relating to Director, Sales and in conjunction with signature of CEO or
VP of Business Development;
(c) Release or discharge any debt due the Corporation unless
the Corporation has received the full amount thereof; or
(d) Sell, mortgage, transfer or otherwise dispose of any
assets of the Corporation.
16. Subject to the terms and conditions set forth herein, RTI
indemnifies Employee if Employee is made a party to any lawsuit initiated by
Encore Orthopedics, Inc. ("Encore") which is based primarily on Employee taking
employment with Regeneration Technologies, Inc. (RTI). This indemnification
covers expenses (including attorneys' fees) actually and reasonably incurred by
Employee in connection with the defense or settlement of such action. In the
event that RTI has the obligation to indemnify Employee under this agreement,
then RTI shall have the right to designate the counsel that will handle the
litigation. RTI will not have a duty to provide indemnification if Employee has
not fully disclosed to RTI his contractual obligations to RTI, or if Employee
breaches any confidentiality arrangements
12
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
(contractual or otherwise) that he has with RTI. It is RTI's understanding that
the only contractual obligation Employee has with Encore regarding employment
with Encore or concerning obligations owed to Encore after his termination of
employment with Encore is the Indemnification Agreement dated August 16, 1995,
the Employment Agreement dated August 17, 1995, and the Severance Agreement
dated September 19, 1995, between Employee and Encore. Employee must disclose to
RTI and, prior to his commencement of employment with RTI, provide RTI with a
copy of those agreements and any other agreements that he has with Encore.
As a condition of RTI's promise to indemnify Employee, Employee agrees not to
take any actions that may be deemed by a reasonable person to breach any
confidentiality agreements you have with Encore. These prohibited actions
include, but are not limited to, making copies of internal, confidential lists
of customers, sales agents or distributors of Encore, removing from Encore any
property of Encore, or disclosing to any current or future employee of RTI any
information that Employee knows to be a trade secret or protected confidential
information of Encore. Employee's failure to fully comply with this condition
will nullify RTI's obligation to indemnify Employee.
17. Severability. If any provision of this Agreement shall be
declared invalid or unenforceable by a court of competent jurisdiction, the
invalidity or unenforceability of such provision shall not affect the other
provisions hereof, and this Agreement shall be construed and enforced in all
respects as if such invalid or unenforceable provision was omitted.
18. Attorney's Fees and Costs. Except as provided in Paragraph 14
above, in
13
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
the event a dispute arises between the parties hereto and suit is instituted,
the prevailing party in such litigation shall be entitled to recover reasonable
attorney's fees and other costs and expenses from the nonprevailing party,
whether incurred at the trial level or in any appellate proceeding.
19. Governing Law; Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, and venue for any
legal proceeding or action at law arising out of or construing this Agreement
shall lie in the state courts of Alachua County, Florida, or the United States
District Court for the Northern District of Florida, Gainesville Division.
20. Completeness of Agreement. All understandings and agreements
heretofore made between the parties hereto with respect to the subject matter of
this Agreement are merged into this document which alone fully and completely
expresses their agreement. No change or modification may be made to this
Agreement except by instrument in writing duly executed by the parties hereto
with the same formalities as this document.
14
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
21. Notices. Any and all notices or other communications provided
for herein shall be given in writing and shall be hand delivered or sent by
United States mail, postage prepaid, registered or certified, return receipt
requested, addressed as follows:
If to the Corporation:
Regeneration Technologies, Inc.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: President
If to Employee:
Xxxxx X. Xxxxxxx
000 XX 000xx Xx
XXXXXXXXXXX, XX
provided, however, that any party may, from time to time, give notice to the
other party of some other address to which notices or other communications to
such party shall be sent, in which event, notices or other communications to
such party shall be sent to such address. Any notice or other communication
shall be deemed to have been given and received hereunder as of the date the
same is actually hand delivered or, if mailed, when deposited in the United
States mail, postage prepaid, registered or certified, return receipt requested.
22. Assignment. Neither party to this Agreement may assign its
rights or obligations hereunder without the prior written consent of the other
party.
23. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the respective parties hereto, their heirs, legal
representatives, successors and permitted assigns.
15
Subj: Employment Agreement ICO Xxxxx X. Xxxxxxx
24. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all of which shall
constitute but one and the same instrument.
25. Captions. The captions appearing in this Agreement are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or intent of any provisions of this Agreement or in any way
affect this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date and year set forth above.
WITNESSES: "CORPORATION"
Regeneration Technologies, Inc.
[ILLEGIBLE] By: /s/ Xxxxx X. Xxxxxxx 11/28/98
------------------------------- ----------------------------------
Witness Xxxxx X. Xxxxxxx Date
Title: VP Bus. Development
-------------------------------
[ILLEGIBLE]
"EMPLOYEE"
Xxxxx X. Xxxxxxx
[ILLEGIBLE] By: /s/ Xxxxx X. Xxxxxxx
------------------------------- ----------------------------------
Witness Xxxxx X. Xxxxxxx (Signature/Date)
16
Proposal for compensation for the position of V.P. Sales:
Salary: $175,000 per year
Car Allowance: $550 per month
Club Dues: Local golf course
Stock Options: 50,000 shares total
Year-End Bonus Program: 15% of salary based on Top Line Revenue achievement
10% of salary based on Profitability Performance
5% of salary based on Expense Budget Performance
Quarterly Override: .2% of sales from dollar one on all sports medicine and oral
maxilliofacial products.
.02% of sales from dollar one on conventional tissue sales.
Presidents discretion: Bonus based on increase in all RTI direct products as a
percentage of overall sales as Compared to SDG sales.
1) Salary is based on current salary as Director of sales of $150k per year
and promotion to V.P. level. This figure is very consistent with salary
ranges of vice presidents in the health care profession. This would be the
current bottom of a range that caps around 5225K.
2) Car allowance is a perk of most sales executives that are entertaining
clients. 3l cents per mile is much less cost effective. I currently have
only utilized this mileage charge if I have traveled over 200 miles.
3) Club dues follow the same path as perks for sales executives. I have been
informed tat we have been paying dues for certain executives at the
Heritage club. It is more effective for us to have a membership at a golf
club for entertaining surgeons and distributors.
4) Stock options bring me in line with other vice presidents and several
directors. My original negotiations were based on outstanding stock of 2
million shares. The current outstanding stock is 4 million, this gives me
just at 1% of current outstanding shares.
5) Bonus Program should reflect every Vice Presidents efforts to achieve
revenue profitability and budget control. I would suggest that we make
this a standard program for all of us and recognize this with stock
options or profit sharing of some type.
6) The president should retain the ability to compensate sales and marketing
executives with a discretionary bonus based on achievements. This is a
personal goal to succeed at a faster rate than Xxxxx.
I have the greatest ability of anyone in the company to affect sales and top
line performance. My compensation is currently heavily weighted towards sales of
all partner products. This seems to have been conceived in an attempt to
justify getting me to an overall compensation dollar amount that we agreed upon
for my hire of 100k in bonus. This is good for me, but may not be in the
companies best interest.
My 1998 total W-2 was over $312,000. W-2 is available for your review. The
current compensation structure is attached for your review. This new
compensation structure enclosed should be very similar to the current
compensation program with the addition of a salary raise.
Coming to work with RTI has been a great career move for me and my family. We
are enjoying Gainesville and appreciate the confidence you have shown in
promoting me to Vice President. We will be successful in developing the company
into the market leader in Allograft\Xenograft tissue.
Net Sales Net Sales
Product Line Budget Over Base Old Rate New Rate New Incentive Old Incentive
------------ ---------- ---------- -------- -------- ------------- -------------
MDDowel - SDG 10,910.540 0.100% 10,910.54 13,638 18
SR - SDG 2,313,525 0.100% 2,313.53 2891.91
PLIF - SDG 3,942,720 0.100% 3,942.72 4,928.40
Opteform - Exactech 4,461,275 0.100% 4,461.28 5,576.59
Osteofil - SDG 8,923,599 0.100% 8,923.60 11,154.50
FasLata - Bard 2,049,260 0.100% 2,049.26 2,561.58
Osteofil - RTI 873,738 2.000% 17,474.76 17,474.76
Conventional* 13,000,000 7,000,000 0.212% 14,840.00
Interference Screw 807,040 2% 1.750% 14,123.20 16,141
Maxillofacial 110,400 2% 1.750% 1,932.00 2,208
Cortical Bone Pins 93,000 2% 1.750% 1,627.50 1,860
Suture Anchors 571,200 2% 1.750% 9,996.00 11,424
Fib Shafts & Wedges 965,050 2% 1.750% 16,888.38 19.301
--------------------------------------------------------------------------------------------
49,021,347 109,482.75 109,159.72
============================================================================================
Incentive based on net sales over base of 500,000/month * 12 months = $6,000,000
UFTB will support the conventional tissue incentive monthly until this tissue
transfers to RTI
/s/ Xxxxx Xxxxxxx
------------------
Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
------------------
Xxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxx
------------------
Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxx
------------------
Xxxxxxx Xxxx
25-Mar-99
Regeneration Technologies, Inc.
Incentive Analysis
2nd Half Gross 2nd Half (B) Suggested Adjusted
Product Line Forecast Net Forecast Rate Incentive
------------ -------------- ------------ --------- ---------
MD Dowel - SDG -- 0.00% --
SR - SDG -- 0.00% --
PLIF - SDG -- 0.00% --
Opteform - Exactech 900,180 900,180 0.50% 4,500.90
Osteofil - SOG 6,581,494 2,632,598 0.50% 13,162.99
FasLata - Bard 0.00% --
Conventional - (A) 4,712.975 1,327,556 2.50% 33,188.89
Osteofil - RTI - Italy 304,218 304.218 2.50% 7,605.45
Osteofil - RTI 525,116 406,965 2.50% 10,174.12
Regenaform 160,550 124,426 2.50% 3,110.66
Regenafil 258,060 199,997 2.50% 4,999.91
Interference Screw 514,800 398,970 2.50% 9,974.25
Maxillofacial Screw 65,000 50,375 2.50% 1,259.38
Cortical Bone Pins 101,280 78,492 2.50% 1,962.30
Suture Anchors & Spears 278,000 215,450 2.50% 5,386.25
Fib Shafts & Wedges -- -- 2.50% --
----------
Total Q3 & Q4 95,325.10
Q1 & Q2 Incentive 20,000.00
Total Potential Incentive for Year 115,325.10
==========
(A) - Incremental over base of 500,000 per month
(B) - 2nd Half forecast is after Mgmt Fees or Distributor Commissions, where
applicable.
/s/ Xxxxx Xxxxxxx July 7, 1999
-------------------
Xxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxx July 7, 1999
-------------------
Xxxxxxx Xxxxx
/s/ Xxxxx Xxxxxx July 7, 1999
-------------------
Xxxxx Xxxxxx
Terms of Employment
for
Xxx Xxxxxxx, Director of Sales
November 3, 1998
Salary: $150,000
Bonus: $15,230
Initially, 1% of estimated fourth quarter 98 RTI sales to be available for down
payment on house
Year 1 - 1% sales, net distribution and management service fees for 1999
Years 2-5 to be determined in concert with salary cap
RTI options
Initially, 17,000 @ $6.25, subject to approval of the board of directors
Additional options will be available at a later date
Employment Agreement
5 years
Indemnification from Encore non-compete
Salary for years 2-5 to include cap to leave combined total of salary and sales
bonus consistent with other executive salaries at RTI.
Transition Incidentals: $5,000
Includes transportation, lodging, meals in relation to finding living quarters
and preparation for house sale
Moving:
AUSTIN - Estimates to be supplied for approval
No more than the actual cost will be reimbursed
Packing, unpacking, insurance, storage, if necessary, vehicle transfer Realtor's
fees @ 6% of sale of home
GAINESVILLE-- Temporary housing up to 90 days for Xx. Xxxxxxx. If family is
included in the 90 days temporary housing, Xx. Xxxxxxx will pay the difference.
Closing costs and one (1) point towards loan on new home
Please remit receipts for reimbursement of all moving expenses, except the
$5,000 for Transition Incidentals.
In addition to the compensation cited above, Xx. Xxxxxxx will be eligible for
the RTI 401 (k) retirement plan, life and health insurance benefits, annual and
sick leave.
