EXHIBIT 10.15




 




RETIREMENT

SEPARATION AGREEMENT AND GENERAL RELEASE




 




This Retirement Separation

Agreement and General Release is made and entered into by and between MACROPORE

INC. and MICHAEL J. SIMPSON.




 




WHEREAS, MICHAEL J. SIMPSON has

been employed by MACROPORE INC. as its President since  September 1, 1998.




 




WHEREAS, MICHAEL J. SIMPSON has

decided to retire from employment as President of MACROPORE INC. effective

April 1, 2002.




 




WHEREAS,

MICHAEL J. SIMPSON and MACROPORE INC. desire that MICHAEL J. SIMPSON

continue to serve as a Director of MACROPORE INC.;




 




WHEREAS, MACROPORE INC. and

MICHAEL J. SIMPSON do not believe that there are or will be any disputes

between them or legal claims arising from MICHAEL J. SIMPSON’S retirement from

MACROPORE INC., but nevertheless desire to ensure a completely amicable end to

that relationship and to fully and finally settle any and all differences or

claims that might otherwise arise out of MICHAEL J. SIMPSON’S retirement.




 




NOW, THEREFORE, in

consideration of the mutual promises contained herein, it is agreed as follows:




 




1.                                      Retirement

From Employment Relationship. The

employment relationship between MACROPORE INC. and MICHAEL J. SIMPSON shall

cease effective April 1, 2002 and the payment of any sums, pursuant to this Agreement,

after April 1, 2002, shall not be considered to be wages. MACROPORE INC. shall,

however, withhold the ordinary and customary federal and state taxes and

withholdings to such extent as required by law.




 




2.                                     Consideration.  In consideration of this Agreement and

Release, MACROPORE INC. agrees to pay MICHAEL J. SIMPSON a sum of $20,000 per

month for a total of nine months, commencing on April 1, 2002 (total $180,000)

less standard tax and withholding requirements.  MACROPORE, INC. agrees that the outstanding stock option grants

to MICHAEL J. SIMPSON shall be treated as described on Exhibit “1” which is

attached hereto and fully incorporated into this agreement. The total number of

options that are fully vested for each category are found in Column K. All

other options are cancelled. The exercise period for the options in column K

are extended to coincide with the original ten year term and expire as listed

in column B.




 




3.                                      Additional consideration.  MACROPORE, INC. agrees to pay the premiums

for the continuation of MICHAEL J. SIMPSON’S medical insurance for the period

April 1, 2002 through December 31, 2002 

(See also 9.) MACROPORE, INC. also agrees to continue payment of MICHAEL

J. SIMPSON’S long term and supplemental life insurance policies through December

31, 2002. In addition, MICHAEL J. SIMPSON will be given title to his current

MacroPore personal computer, printer and fax machine.




 




4.                                     Confidentiality.  Each party agrees to keep the facts and

terms of this Retirement Separation Agreement and General Release in strict

confidence and refrain from making




 




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any negative

or critical remarks about the other party. Except for litigation relating to

the breach or enforcement of this agreement, this agreement shall not be

admissible in any legal proceeding.




 




5.                                     References.  MICHAEL J. SIMPSON agrees that any requests for references will

be directed to CHRISTOPHER J. CALHOUN. MACROPORE INC. agrees that in response

to such reference requests, that only positive references will be provided.

MACROPORE INC. will not be liable with respect to any requests for references

that are directed to anyone other than CHRISTOPHER J. CALHOUN.




 




6.                                      Release of Claims.  In consideration of the payment of money (as

specified in #2 and #3 above) by MACROPORE INC. and all other promises

contained herein, and as a material inducement to MACROPORE INC. to enter this

agreement, MICHAEL J. SIMPSON hereby irrevocably and unconditionally releases,

acquits, and forever discharges MACROPORE INC. and its assigns, agents,

directors, officers, employees, representatives, attorneys, parent companies,

divisions, subsidiaries, affiliates (and agents, directors, officers,

employees, representatives, and attorneys of such parent companies, divisions,

subsidiaries, and affiliates), and all persons acting by, through, under, or in

concert with any of them (hereinafter ‘the Releasees’), from any and all

claims, demands, or liabilities whatsoever, whether known or unknown or

suspected to exist by MICHAEL J. SIMPSON which MICHAEL J. SIMPSON ever had or

may now have against the Releasees, or any of them, including, without

limitation, any claims, demands, or liabilities (including attorneys’ fees and

costs actually incurred) in connection with MICHAEL J. SIMPSON’S employment and

retirement from such employment. This release expressly covers, but is not

limited to, any claims that MICHAEL J. SIMPSON may have raised under any state

or federal law prohibiting discrimination in employment on the basis of age or

on any other basis prohibited by law.




 




7.                                      California

Civil Code Section 1542 Waiver. 

MICHAEL J. SIMPSON expressly acknowledges and agrees that all rights

under Section 1542 of the California Civil Code are expressly waived.  That section provides:




 




A GENERAL

RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY

HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.




 




8.                                      Employer Property And Trade Secrets.  MICHAEL J. SIMPSON will return to MACROPORE

INC. all of the MACROPORE INC. teleconference equipment currently in his

possession.




 




MICHAEL J.

SIMPSON  further agrees never to

disclose to any person or entity any confidential or proprietary information of

or about MACROPORE INC., except upon the express authorization and consent of

MACROPORE INC.




 




9.                                      COBRA.  MICHAEL J. SIMPSON hereby acknowledges that

MACROPORE INC. has advised him that pursuant to the Consolidated Omnibus Budget

Reconciliation Act of 1985 (COBRA) He has a right to elect continued coverage

under MACROPORE INC. group health plan for a period of eighteen months from the

date of his retirement.




 




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MACROPORE,

INC. has agreed to pay the COBRA premiums From April 1, 2002 to December 31,

2002.




 




10.                               No Admission Of Wrongdoing.

This Agreement shall not in any way be construed as an admission by the

released parties of any acts of wrongdoing whatsoever against MICHAEL J.

SIMPSON or any other person.




 




11.                               Retention

As Director of MACROPORE INC. 

MICHAEL J. SIMPSON shall continue to serve as a Director of MACROPORE

INC. indefinitely, subject to: 

re-election by the shareholders of MACROPORE INC., his personal desire to

continue serving in such capacity, and any future decision of the Board of

Directors to the contrary.




 




12.                               Entire Agreement. This Agreement and

Release sets forth the entire agreement between the parties hereto, and fully

supersedes any and all prior agreements or understandings between the parties

hereto pertaining to the subject matter hereof.




 




13.                              Venue. Any proceeding brought to

enforce this agreement shall be brought in San Diego Co., CA.




 




14.                               Construction.  If any provision herein shall be deemed void, invalid,

unenforceable, or otherwise stricken, in whole or in part, this Agreement shall

be deemed amended to delete or modify, as necessary, the offending provision or

provisions and to alter the bounds thereof in order to render it valid and

enforceable. The parties hereby agree to substitute a valid provision that will

most closely approximate the economic/legal effect and intent or the invalid

provision. The parties agree to execute any additional documents that may

reasonably be necessary to effectuate the purposes of this agreement.




 




I HAVE READ AND CAREFULLY

CONSIDERED THIS RETIREMENT SEPARATION AGREEMENT AND GENERAL RELEASE, AND HAVE

HAD AN OPPORTUNITY TO ASK QUESTIONS ABOUT IT AND HAVE HAD MY QUESTIONS

ANSWERED. FURTHER, MACROPORE INC. HAS INDICATED THAT I AM FREE TO DISCUSS THIS

AGREEMENT WITH MY FAMILY AND MY ATTORNEY PRIOR TO SIGNING. I AM SIGNING THIS

AGREEMENT FREELY AND VOLUNTARILY.




 




	

  Signed:


  	

  /s/ MICHAEL J. SIMPSON 


  	

   


  	

   


  	

  Date:


  	

  April,

  1,2002


  	

   


  	 

	

   


  	

  MICHAEL J. SIMPSON


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  MACROPORE

  INC.


  	

   


  	

   


  	 

	

   


  	

   


  	

   


  	 

	

  Signed: 


  	

  /s/ CHRISTOPHER J. CALHOUN


  	

   


  	

   


  	

  Date:


  	

  April,

  1,2002


  	

   


  	 

	

   


  	

  CHRISTOPHER

  J. CALHOUN


  	

   


  	

   


  





 




3





























 




EXHIBIT 1




 




Michael J. Simpson




 




	

  Grant


  Date


  	

   


  	

  Expiration


  Date


  	

   


  	

  Plan


  ID


  	

   


  	

  Grant


  Type


  	

   


  	

  Option


  Price


  	

   


  	

  Options


  Granted


  	

   


  	

  Options


  Granted


  	

   


  	

  Options


  Exercised


  	

   


  	

  Options


  Outstanding


  Before


  Modification


  	

   


  	

  Options


  Not


  Modified


  	

   


  	

  Options


  Outstanding


  After


  Modification


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  A1


  	

   


  	

   


  	

   


  	

  A


  	

   


  	

  B


  	

   


  	

  A-B=C


  	

   


  	

  D


  	

   


  	

  C-D=F


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  7/15/1998


  	

   


  	

  7/15/2008


  	

   


  	

  1997


  	

   


  	

  Incentive


  	

   


  	

  $


  	

  0.15


  	

   


  	

  220,000


  	

   


  	

  220,000


  	

   


  	

  174,164


  	

   


  	

  45,836


  	

   


  	

  —


  	

   


  	

  45,836


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  1/1/1999


  	

   


  	

  1/1/2009


  	

   


  	

  1997


  	

   


  	

  Incentive


  	

   


  	

  $


  	

  0.15


  	

   


  	

  55,000


  	

   


  	

  55,000


  	

   


  	

  36,665


  	

   


  	

  18,335


  	

   


  	

  —


  	

   


  	

  18,335


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  1/1/2000


  	

   


  	

  1/1/2010


  	

   


  	

  1997


  	

   


  	

  Non-qualified


  	

   


  	

  $


  	

  3.00


  	

   


  	

  68,750


  	

   


  	

  38,626


  	

   


  	

  —


  	

   


  	

  38,626


  	

   


  	

  —


  	

   


  	

  38,626


  	

   


  
	

  1/1/2000


  	

   


  	

  1/1/2010


  	

   


  	

  1997


  	

   


  	

  Incentive


  	

   


  	

  $


  	

  3.00


  	

   


  	

   


  	

   


  	

  30,124


  	

   


  	

  —


  	

   


  	

  30,124


  	

   


  	

  —


  	

   


  	

  30,124


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  1/3/2001


  	

   


  	

  1/3/2011


  	

   


  	

  1997


  	

   


  	

  Non-qualified


  	

   


  	

  $


  	

  7.06


  	

   


  	

  100,000


  	

   


  	

  100,000


  	

   


  	

  —


  	

   


  	

  100,000


  	

   


  	

  35,834


  	

   


  	

  64,166


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  2/8/2002


  	

   


  	

  2/8/2012


  	

   


  	

  1997


  	

   


  	

  Non-qualified


  	

   


  	

  $


  	

  3.09


  	

   


  	

  110,000


  	

   


  	

  110,000


  	

   


  	

  —


  	

   


  	

  110,000


  	

   


  	

  85,000


  	

   


  	

  25,000


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  553,750


  	

   


  	

  553,750


  	

   


  	

  210,829


  	

   


  	

  342,921


  	

   


  	

  120,834


  	

   


  	

  222,087


  	

   


  





 




4