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EXHIBIT 10.25
INTERPORE INTERNATIONAL, INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made this 17th day of August, 1998,
("Agreement") between Interpore International, Inc., a Delaware corporation
("Interpore"), [Cross Medical Products, Inc., a Delaware corporation ("Cross")],
and ____________________ ("Executive").
Recitals
A. Interpore is the owner, directly or indirectly, of all of the issued capital
stock of Cross, Interpore Orthopaedics, Inc., a Delaware corporation, and
Interpore Cross International, Inc., a California corporation (collectively,
the "Subsidiaries").
B. Interpore and its Subsidiaries (collectively, the "Company") design,
develop, test, assemble, license, manufacture, market and sell certain
synthetic bone graft materials for the orthopaedic, oral and maxillofacial
markets, certain spinal implant products and related parts and supplies.
C. The Executive is currently employed as an executive of the Company.
D. The Company considers the continued services of the Executive to be in the
best interest of the Company and desires to assure the continued services of
the Executive on behalf of the Company on an objective and impartial basis
and without distraction or conflict of interest in the event of an attempt
to obtain control of the Company.
E. The Executive is willing to remain in the employ of the Company upon the
understanding that the Company will provide income security in the event of
a change in control of the Company.
F. The Company and the Executive desire to enter into an employment
relationship upon the terms and conditions contained herein. NOW, THEREFORE,
the parties agree as follows:
1. EMPLOYMENT. The Company hereby employs the Executive and the
Executive accepts such employment upon the terms and conditions hereinafter set
forth.
2. DUTIES. The Executive shall be employed on the terms and
subject to the conditions hereof:
(a) to serve in the capacity set forth on Schedule A
attached hereto, and to serve in other capacities for the Company, if so
elected, subject to the authority and direction of the Board of Directors of
Interpore, as the case may be; and
(b) to perform such other duties and responsibilities
similar to those performed by the Executive prior hereto and exercise such other
authority, perform such other or additional duties and responsibilities and have
such other or different title (or have no title) as the Board of Directors of
Interpore may, from time to time, prescribe.
So long as he is employed under this Agreement, the Executive agrees to
devote his full time and efforts exclusively on behalf of the Company and to
competently, diligently, and effectively discharge
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his duties hereunder. The Executive shall not be prohibited from engaging in
such personal, charitable, or other nonemployment activities as do not interfere
with his full time employment hereunder and which do not violate the other
provisions of this Agreement. The Executive further agrees to comply fully with
all reasonable policies of the Company as are from time to time in effect.
3. COMPENSATION.
(a) As his entire compensation for all services rendered to
the Company pursuant to this Agreement, in whatever capacity rendered, the
Company shall pay to the Executive during the term hereof an annual base salary
as determined by the Board of Directors of Interpore from time to time ("Basic
Salary"), payable monthly or in other more frequent installments, as determined
by the Company.
(b) In addition, the Executive will be entitled to receive
incentive compensation, if any, including incentive bonuses and stock options,
pursuant to the terms of plans adopted by the Board of Directors of Interpore
from time to time. The Executive acknowledges that such incentive compensation
is to be granted, if at all, at the sole discretion of the Board and that such
incentive compensation need not and may never be paid.
4. BUSINESS EXPENSES. The Company shall promptly pay directly, or
reimburse the Executive for, all business expenses to the extent such expenses
are paid or incurred by the Executive during the term of employment in
accordance with Company policy in effect from time to time and to the extent
such expenses are reasonable and necessary to the conduct by the Executive of
the Company's business and properly substantiated.
5. FRINGE BENEFITS. During the term of this Agreement and the
Executive's employment hereunder, the Company shall provide to the Executive
such insurance, vacation, sick leave and other like benefits as are provided
from time to time to its other employees holding equivalent executive positions
with the Company in accordance with the policy of the Company as may be
established from time to time; provided, however, that the Company shall
maintain at least the level of benefits presently provided to the Executive.
6. TERM; TERMINATION. Notwithstanding any other provision of this
Agreement, the Executive is employed by the Company "at will." The Executive's
employment may be terminated at any time. For purposes of this Section 6,
"Termination Date" shall mean the date on which any notice period required under
this Section 6 expires or, if no notice period is specified in this Section 6,
the effective date of the termination referenced in the notice.
(a) Termination by the Executive. The Executive may
terminate his employment upon giving at least 30 days' advance written notice to
the Company and the Company will pay the Executive the earned but unpaid portion
of the Executive's Basic Salary through the Termination Date. If the Executive
gives notice of termination hereunder, the Company shall have the right to
relieve the Executive, in whole or in part, of his duties under this Agreement
and to advance the Termination Date from the date set by the Executive's notice
to a date not less than 14 days from the receipt of the Executive's notice of
termination.
(b) Termination by Company Without Cause. The Company may
terminate the Executive's employment without cause upon giving 30 days' advance
written notice to the Executive. If the Executive's employment is terminated
without cause under this
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Section 6(b), the Company will pay the Executive the earned but unpaid portion
of the Executive's Basic Salary , will continue to pay the Executive his Basic
Salary and to provide the fringe benefits at the level in place at the
Termination Date for 12 months following the Termination Date ("Severance
Period"), and will provide outplacement services at a cost to the Company not to
exceed the Executive's Basic Salary for one month; provided, however, that the
Company may terminate payment of the Basic Salary, may terminate fringe
benefits, and may terminate outplacement services during the Severance Period if
the Executive accepts other employment or is in breach of obligations under
Sections 7 or 8 of this Agreement.
(c) Termination by Company For Good Cause. The Company may
terminate the Executive's employment upon a determination by the Company that
"Good Cause" exists for the Executive's termination and the Company serves
written notice of such termination upon the Executive. As used in this
Agreement, the term "Good Cause" shall refer only to any one or more of the
following actions by the Executive:
(i) commission of an act of dishonesty, including, but
not limited to, misappropriation of funds or any property of the
Company;
(ii) engagement in activities or conduct clearly
injurious to the reputation of the Company;
(iii) refusal to perform his assigned duties and
responsibilities;
(iv) gross insubordination;
(v) the clear violation of any of the material terms and
conditions of this Agreement or any written agreement or
agreements the Executive may from time to time have with the
Company (following 30-days' written notice from the Company
specifying the violation and the Executive's failure to cure
such violation within such 30-day period); or
(vi) commission of a misdemeanor involving an act of
moral turpitude or a felony.
In the event of a termination under this Section 6(c), the Company will
pay the Executive the earned but unpaid portion of the Executive's Basic
Salary.
(d) Termination upon Death or Permanent Disability. The
Executive's employment shall terminate upon the death or permanent disability of
the Executive. For purposes hereof, "permanent disability," shall mean the
inability of the Executive, as determined by the Board of Directors of the
Company, by reason of physical or mental illness to perform the duties required
of him under this Agreement for more than 180 days in any 360-day period.
Successive periods of disability, illness or incapacity will be considered
separate periods unless the later period of disability, illness or incapacity is
due to the same or related cause and commences less than six months from the
ending of the previous period of disability. Upon a determination by the Board
of Directors of Interpore or the Subsidiary that the Executive's employment
shall be terminated under this Section 6(d), the Board of Directors shall give
the Executive 30 days' prior written notice of the termination. If a
determination of the Board of Directors under this Section 6(d) is disputed by
the Executive, the parties agree to abide by the
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decision of a panel of three physicians. The Company will select a physician,
the Executive will select a physician and the physicians selected by the Company
and the Executive will select a third physician. The Executive agrees to make
himself available for and submit to examinations by such physicians as may be
directed by the Company. Failure to submit to any examination shall constitute a
breach of a material part of this Agreement. In the event of a termination under
this Section 6(d), the Company will pay Executive or his duly appointed and
qualified executor or other personal representative the earned but unpaid
portion of the Executive's Basic Salary.
(e) Termination Following Change of Control. If a "Change in
Control", as defined in Section 6(e)(v), shall have occurred and in anticipation
of or within one year following such Change in Control the Company terminates
the employment of the Executive for other than Good Cause, as defined in Section
6(c), or the Executive terminates his employment for Good Reason, as that term
is defined in Section 6(e)(vii), then the Executive shall be entitled to the
benefits described below:
(i) The Executive shall be entitled to the unpaid portion
of his Basic Salary plus credit for any vacation accrued but not
taken, plus 2 times the Executive's "Current Annual Compensation"
as defined in this Section 6(e)(i) ("Salary Termination
Benefit"). For this purpose "Current Annual Compensation" shall
mean the total of Executive's annual Basic Salary in effect at
the Termination Date, plus any performance bonuses received by
Executive in the prior twelve months, and shall not include the
value of any stock options granted or exercised, contributions to
401(k) or other qualified plans, medical, dental, or other
insurance benefits, or other fringe benefits. The Salary
Termination Benefit shall be paid to the Executive in 24 equal
consecutive monthly payments commencing on the first day of the
month after termination of employment following a Change in
Control.
(ii) All outstanding stock options issued to the Executive
shall become 100% vested and thereafter exercisable in accordance
with such governing stock option agreements and plans.
(iii) The Company shall maintain for the Executive's
benefit until the earlier of (y) 24 months after termination of
employment following a Change in Control, or (z) the Executive's
commencement of full-time employment with a new employer, all
life insurance, medical, health and accident, and disability
plans or programs in which the Executive shall have been entitled
to participate prior to termination of employment following a
Change in Control, provided the Executive's continued
participation is permitted under the general terms of such plans
and programs after the Change in Control ("Fringe Termination
Benefits"; collectively the Salary Termination Benefit and the
Fringe Termination Benefit are referred to as the "Termination
Benefits"). In the event the Executive's participation in any
such plan or program is not permitted, the Company will provide
directly or reimburse the Executive for the cost of the benefits
to which the Executive would be entitled under such plans and
programs.
(iv) The Termination Benefits shall be payable to the
Executive as severance pay in consideration of his past service
and of his continued services from the date hereof. Executive
shall have no duty to mitigate his damages by seeking other
employment, and the Company shall not be entitled to set off
against amounts payable hereunder any compensation which the
Executive may receive from future employment.
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(v) A "Change in Control" shall be deemed to have occurred
if and when, after the date hereof, (A) any Person (as defined
below) is or becomes the Beneficial Owner (as defined below),
directly or indirectly, of securities of Interpore representing
50% or more of the combined voting power of Interpore's then
outstanding securities; (B) the stockholders of Interpore approve
a merger or consolidation of Interpore with any corporation (or
other entity), other than a merger or consolidation which would
result in the voting securities of Interpore outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined
voting power of the voting securities of Interpore or such
surviving entity outstanding immediately after such merger or
consolidation; (C) the stockholders of Interpore approve a plan
of complete liquidation of Interpore or an agreement for the sale
or disposition by the Company of all or substantially all of the
Company's assets; or (D) during any period of two consecutive
years during the term of this Agreement (not including any period
prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board of Directors of
Interpore cease for any reason to constitute at least two-thirds
thereof, unless the election of each director who was not a
director at the beginning of such period has been approved in
advance by directors of Interpore representing at least
two-thirds of the directors then in office who were directors at
the beginning of the period.
(vi) If the payments and benefits provided under this
Agreement to the Executive, either alone or with other payments
and benefits, would constitute "excess parachute payments" as
defined in Section 280G of the Internal Revenue Code of 1986, as
amended ("Code"), then the payments and other benefits under this
Agreement shall be reduced to the extent necessary so that no
portion thereof shall be subject to the excise tax imposed by
Section 4999 of the Code. Either the Company or the Executive may
request a determination as to whether the payments or benefits
would constitute an excess parachute payment and, if requested,
such determination shall be made by independent tax counsel
selected by the Company and approved by the Executive. At the
Executive's election and to the extent not otherwise paid, the
Executive may determine the amount of cash and/or elements of
non-cash fringe benefits to reduce so that such payments and
benefits will not constitute excess parachute payments.
(vii) As used in this Agreement, the term "Good Reason"
means, without the Executive's written consent,
(a) a change in status, position or
responsibilities which, in the Executive's reasonable
judgment, does not represent a promotion from existing
status, position or responsibilities as in effect
immediately prior to the Change in Control; the assignment
of any duties or responsibilities which, in the
Executive's reasonable judgment, are inconsistent with
such status, position or responsibilities; or any removal
from or failure to reappoint or reelect the Executive to
any of such positions, except in connection with the
termination of employment for total and permanent
disability, death or Good Cause or by the Executive other
than for Good Reason;
(b) a reduction by the Company in the Executive's
base salary as in effect on the date hereof or as the same
may be increased from time to time
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during the term of this Agreement or the Company's failure
to increase (within twelve months of the Executive's last
increase in base salary) the Executive's base salary after
a Change in Control in an amount which at least equals, on
a percentage basis, the average percentage increase in
base salary for all executive and senior officers of the
Company effected in the preceding twelve months;
(c) the relocation of the Company's principal
executive offices to a location outside the Orange County
area or the relocation of the Executive by the Company to
any place other than the location at which the Executive
performed duties prior to a Change in Control, except for
required travel on the Company's business to an extent
substantially consistent with business travel obligations
at the time of a Change in Control;
(d) the failure of the Company to continue in
effect any incentive, bonus or other compensation plan in
which the Executive participates, including but not
limited to the Company's stock option plans, unless an
equitable arrangement (embodied in an ongoing substitute
or alternative plan), evidenced by the Executive's written
consent, has been made with respect to such plan in
connection with the Change in Control, or the failure by
the Company to continue the Executive's participation
therein, or any action by the Company which would directly
or indirectly materially reduce participation therein;
(e) the failure by the Company to continue to
provide the Executive with benefits substantially similar
to those enjoyed or entitled under any of the Company's
pension, profit sharing, life insurance, medical, dental,
health and accident, or disability plans at the time of a
Change in Control, the taking of any action by the Company
which would directly or indirectly materially reduce any
of such benefits or deprive the Executive of any material
fringe benefit enjoyed or entitled to at the time of the
Change in Control, or the failure by the Company to
provide the number of paid vacation and sick leave days to
which the Executive is entitled on the basis of years of
service with the Company in accordance with the Company's
normal vacation policy in effect on the date hereof;
(f) the failure of the Company to obtain a
satisfactory agreement from any successor or assign of the
Company to assume and agree to perform this Agreement; or
(g) any request by the Company that the Executive
participate in an unlawful act or take any action
constituting a breach of what is considered in the
Executive's reasonable judgment to be a professional
standard of conduct. Notwithstanding anything in this
Section to the contrary, the Executive's right to
terminate the employment pursuant to this Section shall
not be affected by incapacity due to physical or mental
illness.
(viii) Upon any termination or expiration of this
Agreement or any cessation of the Executive's employment
hereunder, the Company shall have no further obligations under
this Agreement and no further payments shall be payable by the
Company to the Executive, except as provided in Sections 6(a),
6(b), 6(d) and 6(e) above
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and except as required under any benefit plans or arrangements
maintained by the Company and applicable to the Executive at the
time of such termination, expiration or cessation of the
Executive's employment, including, without limitation thereto,
salary, incentive compensation, sick leave, and vacation pay.
(ix) Enforcement of Agreement. The Company is aware that
upon the occurrence of a Change in Control, the Board of
Directors or a shareholder of the Company may then cause or
attempt to cause the Company to refuse to comply with its
obligations under this Agreement, or may cause or attempt to
cause the Company to institute, or may institute litigation
seeking to have this Agreement declared unenforceable, or may
institute litigation seeking to have this Agreement declared
unenforceable, or may take or attempt to take other action to
deny the Executive the benefits intended under this Agreement. In
these circumstances, the purpose of this Agreement could be
frustrated. It is the intent of the Company that the Executive
not be required to incur the expenses associated with the
enforcement of any rights under this Agreement by litigation or
other legal action, nor be bound to negotiate any settlement of
any rights hereunder, because the cost and expense of such legal
action or settlement would substantially detract from the
benefits intended to be extended to the Executive hereunder.
Accordingly, if following a Change in Control it should appear to
the Executive that the Company has failed to comply with any of
its obligations under this Agreement or in the event that the
Company or any other person takes any action to declare this
Agreement void or enforceable, or institutes any litigation or
other legal action designed to deny, diminish or to recovery from
the Executive the benefits entitled to be provided to the
Executive hereunder, and that the Executive has complied with all
obligations under this Agreement, the Company irrevocably
authorizes the Executive from time to time to retain counsel of
the Executive's choice, at the expense of the Company as provided
in this Section, to represent the Executive in connection with
the initiation or defense of any litigation or other legal
action, whether such action is by or against the Company or any
Director, officer, shareholder, or other person affiliated with
the Company, in any jurisdiction. The reasonable fees and
expenses of counsel selected from time to time by the Executive
as hereinabove provided shall be paid or reimbursed to the
Executive by the Company on a regular, periodic basis upon
presentation by the Executive of a statement or statements
prepared by such counsel in accordance with its customary
practices. Any legal expenses incurred by the Company by reason
of any dispute between the parties as to enforceability of or the
terms contained in this Agreement, notwithstanding the outcome of
any such dispute, shall be the sole responsibility of the
Company, and the Company hereby waives, and agrees not to take,
any action to seek reimbursement from the Executive for such
expenses.
(f) In addition to any other payments due to the Executive
hereunder, if the Executive's employment is terminated pursuant to Section 6(b),
6(d) or 6(e) of this Agreement, the Company shall pay promptly after the close
of the Company's fiscal year in which the termination of Executive's employment
occurs, a prorated portion of any unpaid bonus or other incentive compensation,
if any, which the Executive would have been entitled to receive pursuant to
plans, if any, adopted by the Board of Directors of Interpore. If the
Executive's employment is terminated following a Change of Control and the
Company ceases to function as a separate operating unit or for any other reason
the performance criteria set forth in the bonus or incentive plan, if any,
adopted by the Board of Directors of Interpore is no longer a viable or accurate
indicator of the performance of the Executive or the Company, then for purposes
of
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determining and payment of bonus or other incentive compensation, the
performance criteria shall be deemed to have been met.
7. NON-COMPETITION.
(a) The Executive agrees that he will not:
(i) during the term or any extension of this Agreement
while the Executive is so employed by the Company, engage or
participate, directly or indirectly, either as principal, agent,
employee, employer, consultant, stockholder (except as the holder
of not more than five percent of the stock of any publicly traded
corporation), or in any other individual or representative
capacity whatsoever, in the operation, management or ownership of
any business, firm, corporation, association, or other entity
engaged in the design, license, manufacture, marketing, or sale
of bone biologics products or devices and instruments used in
spinal surgery or in any other business engaged in by the
Company; or
(ii) for a period of 12 months after termination of
employment with the Company, whether such termination is
voluntary or involuntary or with Good Cause or without cause,
directly or indirectly, for himself or in conjunction with or on
behalf of any other individual or entity, solicit, divert, take
away or endeavor to take away from the Company any customer,
account or employee of the Company who was a customer, account or
employee of the Company at any time during the 12 months prior to
the date of the Executive's termination of employment with the
Company.
(b) In the event of a violation of this Section 7, the
non-competition time periods provided in Section 7(a) shall be tolled during the
time of such violation.
8. CONFIDENTIAL INFORMATION; ASSIGNMENT OF INVENTIONS. The
Executive agrees that that certain Invention and Secrecy Agreement between
Interpore Cross International and the Executive shall remain in full force and
effect as if such agreement originally were made by and between the Company and
the Executive.
9. NO CONFLICTS. The Executive represents that the performance by
the Executive of all the terms of this Agreement does not and will not breach
any agreement as to which the Executive or the Company is or was a party and
which requires Executive to keep any information in confidence or in trust. The
Executive has not entered into, and will not enter into, any agreement either
written or oral in conflict herewith.
10. REASONABLENESS OF RESTRICTIONS. The Executive acknowledges
that the restrictions contained in this Agreement are reasonable, but should any
provisions of this Agreement be determined to be invalid, illegal or otherwise
unenforceable to its full extent, or if any such restriction is found by a court
of competent jurisdiction to be unreasonable under applicable law, then the
restriction shall be enforced to the maximum extent permitted by law, and the
parties hereto hereby consent and agree that such scope of protection, time or
geographic area (or any one of them, as the case may be) shall be modified
accordingly in any proceeding brought to enforce such restriction. The Executive
acknowledges that the validity, legality and enforceability of the other
provisions shall not be affected thereby. The Executive hereby acknowledges and
confirms that the business of the Company extends
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throughout the world and that, without limitation of any remedies for breach of
such covenant, the Company shall be entitled to temporary and permanent
injunctive relief.
11. REMEDIES; VENUE; PROCESS.
(a) The Executive hereby acknowledges and agrees that the
Confidential Information disclosed to the Executive prior to and during the term
of this Agreement is of a special, unique and extraordinary character, and that
any breach of this Agreement will cause the Company irreparable injury and
damage, and consequently the Company shall be entitled, in addition to all other
remedies available to it, to injunctive and equitable relief to prevent or cease
a breach of Sections 7 or 8 of this Agreement without further proof of harm and
entitlement; that the terms of this Agreement, if enforced by the Company, will
not unduly impair the Executive's ability to earn a living or pursue his
vocation; and further, that the Company may withhold compensation and benefits
if the Executive fails to comply with this Agreement, without restricting the
Company from other legal and equitable remedies. The parties agree that the
prevailing party shall be entitled to all costs and expenses (including
reasonable legal fees and expenses) which it incurs in successfully enforcing
this Agreement and in prosecuting or defending any litigation (including
appellate proceedings) arising out of this Agreement.
(b) The parties agree that jurisdiction and venue in any
action brought pursuant to this Agreement to enforce its terms or otherwise with
respect to the relationships between the parties shall properly lie in any
federal or state court located in Orange County, California. Such jurisdiction
and venue is exclusive, except that the Company may bring suit in any
jurisdiction and venue where jurisdiction and venue would otherwise be proper if
Executive has breached Sections 7 or 8 of this Agreement. The parties further
agree that the mailing by certified or registered mail, return receipt
requested, of any process required by any such court shall constitute valid and
lawful service of process against them, without the necessity for service by any
other means provided by statute or rule of court.
12. WITHHOLDING. The Company may withhold from any payments to be
made hereunder such amounts as it may be required to withhold under applicable
federal, state or other law, and transmit such withheld amounts to the
appropriate taxing authority.
13. ASSIGNMENT. This Agreement is personal to the Executive and
the Executive may not assign or delegate any of his rights or obligations
hereunder. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the respective parties hereto, their heirs, executors,
administrators, successors and assigns.
14. WAIVER. The waiver by either party hereto of any breach or
violation of any provision of this Agreement by the other party shall not
operate as or be construed to be a waiver of any subsequent breach by such
waiving party.
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15. NOTICES. Any and all notices required or permitted to be
given under this Agreement will be sufficient and deemed effective three (3)
days following deposit in the United States mail if furnished in writing and
sent by certified mail to the Executive at the address set forth on Schedule A
hereto, and to the Company at:
Interpore International, Inc.
181 Technology Drive
Irvine, California 92618
Attention: Richard L. Harrison
with a copy to:
Latham & Watkins
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
Attention: Charles K. Ruck
16. GOVERNING LAW. This Agreement shall be interpreted, construed
and governed according to the laws of the State of California applicable to
contracts made and to be wholly performed within such state.
17. AMENDMENT. This Agreement and the Schedules hereto may only
be amended or supplemented by agreement in writing executed by both parties
hereto.
18. SECTION HEADINGS. Section headings contained in this
Agreement are for convenience only and shall not be considered in construing
any provision hereof.
19. ENTIRE AGREEMENT. This Agreement terminates, cancels and
supersedes all previous employment agreements or other agreements relating to
the employment of the Executive with the Company, written or oral, entered into
between the parties hereto, and this Agreement contains the entire understanding
of the parties hereto with respect to the subject matter of this Agreement. This
Agreement was fully reviewed and negotiated on behalf of each party and shall
not be construed against the interest of either party as the drafter of this
Agreement. This Agreement supersedes all prior agreements and understandings
between the Parties with respect to such subject matter. [That certain
Employment Agreement dated as of August 15, 1997 between Executive and Cross, as
in existence prior to the execution hereof, is hereby terminated and is and
shall be after the date hereof null and void and of no further force and
effect.] The Schedules to this Agreement are hereby incorporated by reference
and for all purposes shall constitute a part hereof as if included in the text
of the Agreement. THE EXECUTIVE ACKNOWLEDGES THAT, BEFORE PLACING HIS SIGNATURE
HEREUNDER, HE HAS READ ALL OF THE PROVISIONS OF THIS EMPLOYMENT AGREEMENT AND
HAS THIS DAY RECEIVED A COPY HEREOF.
20. SEVERABILITY. The invalidity or unenforceability of any one
or more provisions of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement or parts thereof.
21. SURVIVAL. Sections 6 through 13 of this Agreement and this
Section 21 shall survive any termination or expiration of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EXECUTIVE: INTERPORE INTERNATIONAL, INC.
By:
Its:
[CROSS MEDICAL PRODUCTS, INC.
By:
Its: ]