CHANGE IN CONTROL AGREEMENT
AGREEMENT by and between Osteotech, Inc., a Delaware corporation (the
"Company"), and Xxxx X. Xxxxxxxxx (the "Executive"), dated as of the 1st day of
November , 2000.
The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change in Control (as defined in Section
1(e)) of the Company. The Board believes it is imperative to diminish the
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change in Control, and to provide the
Executive with compensation and benefits arrangements upon a Change in Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and that such compensation and benefits are competitive with
those of other corporations. Therefore, in order to accomplish these objectives,
the Board has caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
For purposes of this Agreement:
(a) An "Affiliate" means any member of the same affiliated group (within
the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended
(the "Code"),determined without regard to Section 1504(b) of the Code), that
includes the Company.
(b) The Executive's "Base Period Compensation" is (i) the average annual
"compensation" (as defined below) which was includible in his gross income for
his base period (i.e., his most recent five taxable years or such lesser number
of taxable years or portions thereof during which the Executive performed
services for the Company ending before the date of the Change in Control); and
(ii) if Executive's base period includes a short taxable year or less than all
of a taxable year, compensation for such short or incomplete taxable year shall
be annualized for the base period. (In annualizing compensation, the frequency
with which payments are expected to be made over an annual period shall be taken
into account. Thus, any amount of compensation for such a short or incomplete
taxable year that represents a payment that would not be made more than once per
year shall not be annualized). For purposes of this definition, Executive's
"compensation" is the salary and any cash bonus which was paid or was payable to
him by the Company or an Affiliate.
(c) The "Commencement Date" shall mean the first date during the Change in
Control Period (as defined in Section 1(d)) that a Change in Control (as defined
in Section 1(e)) occurs.
(d) The "Change in Control Period" shall mean the period commencing on the
date hereof and ending on the third anniversary of the date hereof; provided,
however, that commencing on the first anniversary of the date hereof, and on
each successive annual anniversary of the date hereof (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"), the
Change in Control Period shall be automatically extended so as to terminate
three years from such Renewal Date, unless at least sixty (60) days prior to the
Renewal Date the Company shall give notice to the Executive that the Change in
Control Period shall not be so extended.
(e) "Change in Control" shall mean:
(i) a "Board Change" which, for purposes of this Agreement, shall have
occurred if a majority of the seats (not counting vacant seats) on the Company's
Board were to be occupied by individuals who were neither (A) nominated by a
majority of the Incumbent Directors nor (B) appointed by directors so nominated.
An "Incumbent Director" is a member of the Board who has been either (A)
nominated by a majority of the directors of the Company then in office or (B)
appointed by directors so nominated, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or
(ii) the acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the
"Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of a majority of the then
outstanding voting securities of the Company (the "Outstanding Company Voting
Securities"); provided, however, that the following acquisitions shall not
constitute a Change in Control: (A) any acquisition by the Company, or (B) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (C)
any public offering, private placement or other issuance by the Company of its
voting securities; or
(iii) a merger or consolidation of the Company with another entity in which
neither the Company nor a corporation that, prior to the merger or
consolidation, was a subsidiary of the Company, shall be the surviving entity;
or
(iv) a merger or consolidation of the Company following which (A) the
Company or a corporation that, prior to the merger or consolidation, was a
subsidiary of the Company shall be the surviving entity and (B) a majority of
the Outstanding Company Voting Securities is owned by a Person or Persons who
were not beneficial owners (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) of a majority of the Outstanding Company Voting Securities
immediately prior to such merger or consolidation; or
(v) a voluntary or involuntary liquidation of the Company; or
(vi) a sale or disposition by the Company of at least 80% of its assets in
a single transaction or a series of transactions (other than a sale or
disposition of assets to a subsidiary of the Company in a transaction not
involving a Change in Control or a change in control of such subsidiary).
2. Employment Period.
(a) Term of Employment. Commencing on the Commencement Date and ending on
the first anniversary of such date (the "Employment Period"), the Executive
hereby agrees to remain in the employ of the Company, and the Company hereby
agrees to continue the Executive in its employ, in accordance with, and subject
to, the terms and provisions of this Agreement, in the capacity of Vice
President, Finance and Treasurer, and subject to the general supervision of the
Chief Financial Officer such other duties and responsibilities as are not
inconsistent with the express terms of this Agreement.
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(b) Position and Duties.
(i) During the Employment Period, (A) the Executive's position (including
status, offices, titles and reporting requirements), authority, duties and
responsibilities shall be in accordance with Section 2(a) hereof and (B) the
Executive's services shall be performed at the location where the Executive was
employed immediately preceding the Commencement Date or any office which is the
headquarters of the Company and is less than fifteen (15) miles from such
location.
(ii) During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive agrees to
devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions, and (C) manage personal investments, so long
as such activities do not interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with this
Agreement.
(c) Compensation.
(i) Base Salary. During the Employment 'Period, the Executive shall receive
an annual base salary ("Annual Base Salary") in an amount at least equal to that
which he was receiving immediately prior to the Change in Control.
(ii) Incentive, Savings Retirement and Stock Option Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, savings, retirement and stock option plans, practices, policies and
programs applicable generally to other peer executives of the Company, but in no
event shall such plans, practices, policies and programs provide the Executive
with opportunities and benefits less favorable than those in effect and
applicable to the Executive immediately preceding the Change in Control.
(iii) Benefit Plans. During the Employment Period, the Executive and/or the
Executive's family, as the case may be, shall be eligible for participation in
and shall receive all benefits under welfare benefit plans, practices, policies
and programs provided by the Company (including, without limitation, medical,
prescription, dental, disability, salary continuance, employee life, group life,
accidental death and travel accident insurance plans and programs) to the extent
applicable generally to other peer executives of the Company, but in no event
shall such plans, practices, policies and programs provide the Executive with
benefits which are less favorable than such plans, practices, policies and
programs in effect and applicable to the Executive immediately preceding the
Change in Control.
(iv) Expenses. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable employment related
expenses incurred by the Executive in accordance with the policies, practices
and procedures of the Company which shall not be less favorable than those in
effect immediately preceding the Change in Control.
(v) Office and Support Staff. During the Employment Period, the Executive
shall be entitled to an office or offices of a size and with furnishings, and to
exclusive personal secretarial and other assistance, which shall be at least
equal to that provided to the Executive by the Company immediately preceding the
Change in Control.
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(vi) Vacation. During the Employment Period Executive shall be entitled to
paid vacations at least equal to that to which the Executive was entitled
immediately preceding the Change in Control.
(vii) Options. Upon a Change in Control all options to purchase shares of
the Company's Common Stock held by Executive (the "Options"), whether or not
vested, shall vest and become exercisable in accordance with their terms
immediately prior to the effective date of such Change in Control (and Executive
will be provided a reasonable opportunity to exercise such Options prior to such
effective date), notwithstanding anything to the contrary contained in the
option certificates or any plan covering the Options (collectively, the "Plan").
Upon a Change in Control all Options held by Executive shall be exercisable in
accordance with their terms for such securities or property to which Executive
would have been entitled had Executive exercised such Options prior to such
Change in Control, notwithstanding anything to the contrary contained in any
Plan covering such Options. Upon a Change in Control pursuant to Section
1(e)(iii) or 1(e)(v), all Options held by Executive, whether or not vested,
shall terminate as of the effective date of such Change in Control to the extent
not previously exercised, provided that Executive shall have been provided with
a reasonable opportunity to exercise such options prior to such effective date,
notwithstanding anything to the contrary contained in the Plan covering such
Options.
3. Termination of Employment.
(a) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 3(d) of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the thirty (30) days after such receipt,
the Executive shall not have returned to full-time performance of the
Executive's duties. For purposes of this Agreement, "Disability" shall mean a
physical or mental condition which prohibits Executive from performing his
duties hereunder for a continuous six (6) month period or for a total of six (6)
months during any eighteen (18) month period.
(b) Just Cause. Executive's employment may be terminated by the Company for
Just Cause. For purposes hereof, "Just Cause" shall mean:
(i) the commission by Executive of a willful act of material fraud in the
performance of his duties on behalf of the Company; or
(ii) the conviction of Executive for commission of a felony in connection
with the performance of his duties on behalf of the Company.
Prior to termination for Just Cause, the Board shall by a majority vote
have declared that Executive's termination is for Just Cause specifically
stating the basis for such determination.
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(c) Good Reason. Executive's employment during the Employment Period may be
terminated by Executive with Good Reason. For purposes hereof, "Good Reason"
shall mean:
(i) the assignment to Executive of any duties of lesser status, dignity and
character than his duties immediately prior to the Change in Control or a
substantial reduction in the nature or status of his responsibilities from those
in effect immediately prior to the Change in Control;
(ii) any failure by the Company to comply with the provisions of Section
2(c);
(iii) relocation of Executive's office to a location which is more than
fifteen (15) miles from the location in which Executive principally worked for
the Company immediately prior to the Change in Control; or his being required by
the Company in order to perform duties of substantially equal status, dignity
and character to those duties he performed immediately prior to the Change in
Control to travel on the Company's business to a substantially greater extent
than is consistent with his business travel obligations immediately prior to a
Change in Control;
(iv) the failure by the Company to comply with Section 6(a), provided that
the successor has received at least twenty (20) days' prior written notice from
the Company or the Executive of the requirements of Section 6(a); or,
(v) the voluntary termination by the Executive for any reason at any time
after the 180th day immediately following a Change in Control.
For purposes of this Sections 3(c) any good faith determination of "Good
Reason" made by the Executive shall in all cases be conclusive; provided,
however, that for purposes of Sections 3(c)(i), (ii), (iii) and (iv), Executive
shall have given the Company prior written notice thereof and not less than
twenty (20) days to cure such "Good Reason".
(d) Notice of Termination. Any termination by the Company for Just Cause or
by the Executive for Good Reason shall be communicated by Notice of Termination
to the other party hereby given in accordance with Section 7. For purposes of
this Agreement, a "Notice of Termination" means a written notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) specifies the Date of
Termination (as defined below) (which date shall be not more than thirty (30)
days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Just Cause shall not waive any right
of the Executive or the Company hereunder or preclude the Executive or the
Company from asserting such fact or circumstance in enforcing the Executive's or
the Company's rights hereunder.
(e) Date of Termination. "Date of Termination" means the date the Company
or the Executive specifies as the date of termination in the Notice of
Termination or if the Executive's employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the Executive
or the Disability Effective Date, as the case may be.
4. Obligations of Company upon Termination.
(a) Termination by Company for Just Cause. If at any time on or prior to
the 180th day following the Commencement Date, the Executive's employment shall
be terminated by the Company for Just Cause, then, Executive shall receive all
then accrued pay, benefits, executive compensation and fringe benefits,
including (but not limited to), pro rata bonus and incentive plan earnings
through the Date of Termination, plus the amount of any compensation previously
deferred by the Executive, in each case to the extent theretofore unpaid. The
foregoing payments and benefits shall be deemed compensation payable for the
duties to be performed by Executive pursuant to Section 2. If at any time after
the 180th day following the Commencement Date, the Executive's employment shall
be terminated by the Company for Just Cause, then the Executive shall be
entitled to the payment and benefits described in Section 4(b), below.
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(b) Termination by Executive for Good Reason; Termination by the Company at
Any Time Other Than For Just Cause; Termination by the Company For Just Cause
After the 180th Day Following the Commencement Date; Termination Upon Expiration
of the Employment Period. If (i) the Company shall terminate the Executive's
employment at any time other than for Just Cause; or, (ii) the Company shall
terminate Executive's employment for Just Cause after the 180th day following
the Commencement Date; or, (iii) the Executive shall terminate his employment at
any time for Good Reason; or (iv) the Executive's employment with the Company
shall terminate upon the expiration of the Employment Period, in addition to any
other sums, benefits or compensation otherwise payable to him by the Company:
(i) Executive shall receive, no later than the next pay period following
the Date of Termination, all then accrued pay, benefits, executive compensation
and fringe benefits, including (but not limited to), his pro rata bonus and
incentive plan earnings accrued through the Date of Termination, plus the amount
of any compensation previously deferred by the Executive, in each case to the
extent theretofore unpaid;
(ii) Executive shall receive, at the Company's expense, medical, health and
disability benefits which are substantially similar to the benefits the Company
is providing him immediately preceding the Change in Control for a period of
thirty-six (36) months immediately following the Date of Termination;
(iii) Executive shall receive an amount equal to one dollar less than the
sum of (A) 300% of his Base Period Compensation, plus (B) interest thereon for
the period beginning on the Commencement Date through the date or dates of
payment, at a rate equal to 120% of the applicable Federal rate, determined
under Section 1274(d) of the Code, compounded semiannually.
(iv) Except in the case of a termination by the Company for Just Cause or a
voluntary termination by the Executive in accordance with Section 3(c)(v),
Executive shall receive the balance of all pay, benefits, compensation and
fringe benefits, including (but not limited to), pro rata salary, bonus and
incentive plan earnings payable through the remainder of the Employment Period;
and,
(v) Except in the case of a termination by the Company for Just Cause or a
voluntary termination by the Executive in accordance with Section 3(c)(v),
Executive shall be entitled to a private office with furnishings and secretarial
and other reasonable services for the period beginning with the Date of
Termination and ending on the first anniversary thereof.
The foregoing payments and benefits shall be deemed compensation payable
for duties to be performed by Executive pursuant to Section 2. Except for the
payments and benefits described in Sections 4(b)(i), 4(b)(ii), and 4(b)(v) the
sums due pursuant to this Section 4(b) shall be paid in one lump-sum payable no
later than sixty (60) days after the Date of Termination. All sums of money due
hereunder shall be subject to appropriate withholding and statutory
requirements. Executive shall not be required to mitigate the amount of any
payment provided for in this Section 4(b) by seeking other employment or
otherwise. Notwithstanding anything stated in this Section 4(b) to the contrary,
Company shall not be required to provide medical, health and/or disability
benefits to the extent such benefits would duplicate benefits received by
Executive in connection with his employment with any new employer.
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The determination of the amounts and benefits payable to the Executive
pursuant to Sections 4(b)(i), 4(b)(iii) and 4(b)(iv) (the "Combined Amount")
shall first be made by the Company in good faith, and the Company shall notify
the Executive of the Combined Amount as soon as possible after the Date of
Termination, but in no event later than forty-five (45) days prior to the
payment date of the sums due under Section 4(b)(iii) and 4(b)(iv). If the
Executive disagrees with the Company's determination of the Combined Amount,
then within ten (10) days after the date of such notification to the Executive,
the Executive shall notify the Company of such disagreement, the extent of such
disagreement (the "Disputed Amount") and the amount that is undisputed (the
"Undisputed Amount"). The Undisputed Amount shall be paid in one lump-sum
payable sixty (60) days after the Date of Termination, subject to appropriate
withholding and statutory requirements. If the Company disagrees with the
Executive's determination of the Combined Amount, then within ten (10) days
after the date of such notification to the Company, it shall furnish Executive
with a written appraisal of the Combined Amounts (the "First Appraisal")
prepared by an independent certified public accountant regularly employed by the
Company (the "First Appraiser"). If Executive disagrees with the amounts
determined pursuant to the First Appraisal, then within ten (10) days after
notice of the First Appraisal, he shall furnish the Company with a written
appraisal of the Combined Amount (the "Second Appraisal") prepared by an
independent certified public accountant (the "Second Appraiser"). Within ten
(10) days after notice of the Second Appraisal, the First Appraiser and the
Second Appraiser shall meet and shall endeavor, within ten (10) days of such
meeting, to agree upon the Combined Amount and notify the Company and the
Executive thereof; provided, however, that if they are unable to agree upon the
Combined Amount, then, within (10) days of such meeting, they shall engage an
independent certified public accountant (the "Third Appraiser") and notify the
Company and the Executive of their engagement of the Third Appraiser, whose
determination of the Combined Amount, if any, shall be final and conclusive and
binding on the Company and the Executive. Within ten (10) days after notice of
such engagement, the Third Appraiser shall determine the Combined Amount and
notify the Company and the Executive of his determination (the "Final Amount").
Except for the benefits described in Sections 4(b)(ii) and 4(b)(v), the Final
Amount, as adjusted by any prior payment of the Undisputed Amount or any payment
made pursuant to Section 4(b)(i), shall be paid in one lump-sum payable on the
later of (i) sixty (60) days after the Date of Termination, or (ii) twenty (20)
days after notification of the Final Amount, in either case subject to
appropriate withholding and statutory requirements; provided, however, that
notwithstanding the foregoing, the Executive shall have the option to decline
the benefits described in Section 4(b)(ii) no later than ten (10) days prior to
such payment date.
(c) Disability or Death. If the Executive's employment during the
Employment Period is terminated at any time by reason of the Executive's
Disability or death, this Agreement shall terminate without further obligations
to the Executive, his estate or legal representative, as the case may be, except
that the Company shall (i) pay to Executive within sixty (60) days after the
Date of Termination (A) amounts due and owing under Sections 4(b)(i) and
4(b)(iii) and (B) Executive's Annual Base Salary for the lesser of the six (6)
month period following the Date of Termination or the remaining portion of the
Employment Period, reduced in the case of Disability by amounts received by
Executive under any employee disability policy maintained by the Company for the
benefit of Executive and (ii) provide Executive, his estate or legal
representative, as the case may be, with the benefits provided by Section
4(b)(ii).
5. Nonexclusivity of Rights.
Nothing in this Agreement shall prevent or limit the Executive's continuing
or future participation in any plan, program, policy or practice provided by the
Company and for which the Executive may qualify, nor shall anything herein limit
or otherwise affect such rights as the Executive may have under any contract or
agreement with the Company. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company at or subsequent to the
Date of Termination shall be payable in accordance with such plan, policy,
practice or program or contract or agreement, except as explicitly modified by
this Agreement.
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6. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise, to all or substantially all of the
business and/or assets of the Company) to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.
(b) This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
7. Notices. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing and shall be deemed to have
been given when delivered by hand and acknowledged by receipt or when mailed at
any general or branch United States Post Office enclosed in a registered or
certified postpaid envelope and addressed to the address of the respective party
stated below or to such changed address as the party may have provided to the
other party by notice in accordance herewith.
If to the Company:
Osteotech, Inc.
00 Xxxxx Xxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Corporate Secretary
With a copy to:
Xxxxxx & Whitney LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx, Esq.
If to the Executive:
Xxxx X. Xxxxxxxxx
000 Xxxxxxxxx Xxxxx Xxxxx
Xx. Xxxxxx, XX 00000
8. Miscellaneous. This Agreement may not be waived, modified or discharged
unless such waiver, modification or discharge is agreed to in writing and signed
by Executive and such officers of the Company as may be specifically designated
by its Board. The failure of either party to this Agreement to object to any
breach by the other party or the non-breaching party's conduct or conduct
forbearance shall not constitute a waiver of that party's rights to enforce this
Agreement. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of any
subsequent breach by such other party or any similar or dissimilar provisions or
conditions at the same or any prior or subsequent time. Except for that certain
employment agreement dated as of november 1, 2000 and entered into by and
between the Company and the Executive (the "Employment Agreement"), no
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not expressly set forth in this Agreement. The Company and Executive agree that
to the extent any of the terms of the Employment Agreement and this Agreement
conflict, it is their intention that Executive in each case receive the benefits
under that agreement which is most favorable to the Executive. In this regard,
it is expressly agreed that the terms of this Agreement that relate to a Change
in Control (as defined in this Agreement) shall be controlling over the terms of
the Employment Agreement that relate to a Change in Control. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the internal laws of the State of New Jersey, without giving any effect to
any conflict of laws.
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9. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
10. Survival. The obligations of the parties under this Agreement shall
survive the term of this Agreement.
11. EMPLOYMENT PRIOR TO CHANGE IN CONTROL. THE EXECUTIVE AND THE COMPANY
ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE PROVIDED IN THE EMPLOYMENT AGREEMENT, OR
ANY RENEWAL, EXTENSION OR REPLACEMENT THEREOF, THE EMPLOYMENT OF THE EXECUTIVE
BY THE COMPANY IS, AND PRIOR TO THE COMMENCEMENT DATE WILL CONTINUE TO BE, "AT
WILL" AND, PRIOR TO THE COMMENCEMENT DATE, MAY BE TERMINATED BY EITHER THE
EXECUTIVE OR THE COMPANY AT ANY TIME UPON SIXTY (60) DAYS' PRIOR TO WRITTEN
NOTICE. MOREOVER, IF PRIOR TO THE COMMENCEMENT DATE, THE EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY TERMINATES, THEN THE EXECUTIVE SHALL HAVE NO FURTHER RIGHTS
UNDER THIS AGREEMENT.
OSTEOTECH, INC.
By: /s/ XXXXXXX X. XXXXX
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
EXECUTIVE
By: /s/ XXXXXXX X. XXXXXXXXX
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President, Finance and Treasurer
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