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EXHIBIT 10.28
SECOND AMENDMENT TO SEVERANCE AGREEMENT
THIS SECOND AMENDMENT TO SEVERANCE AGREEMENT (this "Amendment") is made
this 31st day of December, 1998, by and between ENCORE ORTHOPEDICS, INC., a
Delaware corporation, with its principal office located at 9800 Metric Blvd.,
Austin, Texas 78758 (the "Company") and CRAIG SMITH, an individual resident at
5904 Ivy Hills Dr., Austin, Texas 78759 (the "Employee").
WHEREAS, the Employee and the Company entered into a Severance Agreement
dated September 19, 1995, as amended (the "Agreement") which provided, inter
alia, for certain payments to be made in the event that certain events occurred
with respect to the Employee's employment relationship with the Company;
WHEREAS, the Employee and the Company desire that there be certain changes
made with respect to the Agreement; and
WHEREAS, the Company and the Employee want to memorialize in this Amendment
their agreements regarding such changes to the Agreement.
NOW THEREFORE, in consideration of the premises and other mutual promises
and covenants contained in this Amendment and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties, intending legally to be bound, agree as follows:
1. The changes contemplated by the Amendment to Severance Agreement dated
March 18, 1997 shall not take effect as of March 25, 1999 and shall have no
further force and effect.
2. Except as specifically changed by the Amendment, all other terms and
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer and the Employee has hereunto set its hand as of the
date and year first written above.
ENCORE:
ENCORE ORTHOPEDICS, INC.
By: /s/ NICK CINDRICH
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Nick Cindrich, CEO
EMPLOYEE:
/s/ CRAIG SMITH
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CRAIG SMITH