exv10w1



 






Exhibit 10.1




AMENDMENT TO EMPLOYMENT AGREEMENT




     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is made and entered into as of
February 22, 2007 (the “Effective Date”) by and between IsoTis, Inc. (the “Company” or
“IsoTis”) and ___(“Employee”).



     WHEREAS, Employee and the Company entered into an Employment Agreement dated as of January 31,
2007 (the “Agreement”);



     WHEREAS, Employee and the Company wish to amend certain provisions of the Agreement due to the
current financial condition of the Company, and to provide for certain additional compensation in
the event of certain terminations of employment;



     THEREFORE, the Agreement is hereby amended as follows:




	I.	 	1. COMPENSATION






	 	A.	 	Section 3.1 of the Agreement is amended to read as follows:






	B.	 	     3.1 Base Compensation. Employee shall be paid a salary at the annual rate of
$___(the “Base Compensation”); provided, however, that from February 17,
2007 through May 31, 2007, Employee shall be paid a reduced monthly rate of
$___(the “Reduced Base Compensation”), and on June 1, 2007, the Company
shall pay to employee, in a single lump sum $___(the “June 1 Payment”).
The Reduced Base Compensation shall not be used for purposes of calculating any
Severance Amount, as defined in Section 5.7. In the event of a Change of Control on
or before June 1, 2007, the June 1 Payment shall be made as of the date of the Change
of Control. Except as provided for in this Section 3.1, the Base Compensation shall
be reviewed at least annually, and may be increased, but not decreased. In the event
that the Base Compensation is increased, the new salary shall be the Base
Compensation for purposes of this Agreement thereafter.
	 
	 	 	A new Section 3.7 shall be added to the Agreement and shall read as follows:




 









 






	C.	 	     3.7 2006 Bonus Compensation. Employee shall not be awarded a bonus for 2006 under the
terms of the IsoTis OrthoBiologics Incentive Plan Document 2006 (the “2006 Plan”).
In lieu of any bonus under the 2006 Plan, the Company shall pay to employee
$___on June 1, 2007 (the “2006 Bonus”). For purposes of determining the
Average Annual Bonus as defined in Section 5.7 prior to the payment of the 2006
Bonus, the 2006 Bonus shall be used as though paid on February 17, 2007 as an annual
merit bonus with respect to 2006. In the event of a Change of Control, the 2006
Bonus shall be paid on the date of the Change of Control.
	 
	II.	 	2. SEVERANCE





     Section 5.7(b)(i) shall be amended to add the following paragraph to the end of Section
5.7(b)(i):




	 	 	     In the event a termination under Sections 5.2, 5.3, or 5.6 occurs prior to the payment
of the June 1 Payment, on the date of Employee’s Separation from Service, the Company shall
pay to Employee the portion of the June 1 Payment that is determined by multiplying the June
1 Payment by a fraction the numerator of which is the number of days from February 17, 2007
through the Date of Termination and the denominator of which is 104. In the event a
termination under Sections 5.2, 5.3, or 5.6 occurs prior to the payment of the 2006 Bonus,
on the date of Employee’s Separation from Service, the Company shall pay to the 2006 Bonus.
The payments set forth in this paragraph shall not be subject to reduction under Schedule A,
nor shall Employee be required to provide a release of claims as a condition to these
payments.
	 
	3.	 	ENTIRE AGREEMENT





     Section 9.3 is hereby amended to read as follows:








 









 






	A.	 	     9.3 Entire Agreement. This Agreement together with that certain Amendment to
Employment Agreement dated as of February 22, 2007 constitutes the entire agreement of the
parties with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements with respect to the subject matter hereof, including, without
limitation, the employment agreement between Employee and IsoTis S.A., which was assigned to
the Company; provided, however, that this Agreement shall supplement, not supersede, any prior
agreements to the extent such agreements concern Confidential Information, Trade Secrets or
other intellectual property of the Company, and any conflicts or inconsistencies between such
agreements concerning Confidential Information, Trade Secrets or other intellectual property
of the Company shall be resolved so that the provision providing greater rights to the Company
shall prevail.
	 
	B.	 	     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date
first written above.





THE COMPANY:




IsoTis Inc,

a Delaware corporation




	 	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	By:

	 	Date	 	 
	Its:
	 	 	 	 
	 
	 	 	 	 
	EMPLOYEE:

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	Date	 	 







 









 








Schedule to Exhibit 10.1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Monthly	 	 	Reduced Monthly	 	 	 	 	 	 	 
	 	 	Base Compensation	 	 	Base Compensation	 	 	June 1 Payment	 	 	2006 Bonus	 
	Named Executive Officer	 	 	 	 	 	 	 	 	 	 	 	 
	Pieter Wolters
	 	$	27,500	 	 	$	17,875.00	 	 	$	33,317.31	 	 	$	157,554.56	 
	Robert J. Morocco
	 	$	17,667	 	 	$	13,250.00	 	 	$	15,288.46	 	 	$	62,842.55	 
	Alan Donze
	 	$	16,667	 	 	$	12,500.00	 	 	$	14,423.08	 	 	$	120,000.00	 
	John F. Kay
	 	$	20,000	(1)	 	$	15,000.00	(2)	 	$	17,740.38	 	 	$	24,000.00	 
	Kathryn Liljestrand
	 	$	15,240	 	 	$	12,953.65	 	 	$	7,912.86	 	 	$	54,403.34	 
	Karon Morell
	 	$	14,583	 	 	$	10,937.50	 	 	$	12,620.19	 	 	$	28,557.69	 
	James Poser
	 	$	20,000	 	 	$	15,000.00	 	 	$	17,307.69	 	 	$	31,846.16	 
	Gene Reu
	 	$	19,167	 	 	$	14,375.00	 	 	$	16,586.54	 	 	$	23,353.92	 







	(1)	 	Dr. Kay’s monthly base salary will increase to
$20,833.33 beginning April 1, 2007.
	 
	(2)	 	Dr. Kay shall be paid the monthly sum of $15,000 from February 17, 2007 through March
31, 2007. From April 1, 2007 through May 31, 2007, Mr. Kay shall receive the reduced
monthly rate of $15,625.