Exhibit 10.49


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”)
is made and entered into as of the 1st  day of August, 2003 by and between Inamed Corporation, a Delaware
corporation (the “Corporation”), and Joseph A. Newcomb (the “Executive”)
(collectively, the “Parties”). 
The Parties, intending to be legally bound, agree as follows:


 


1.      DEFINITIONS.  In addition to certain terms defined
elsewhere in this Agreement, the following terms shall have the following
respective meanings:


 


1.1 “Affiliate” shall mean any Person controlling, controlled by or
under common control with, the Corporation.


 


1.2  “Base Salary” shall mean
the salary provided for in Section 2.4 of this Agreement.


 


1.3  “Board” shall mean the
Board of Directors of the Corporation.


 


1.4  “Cause” shall mean that the
Executive:


 


(a)                         has been convicted of any felony or any crime
involving fraud, theft, embezzlement, dishonesty or moral turpitude;


 


(b)                        has engaged in conduct which is materially
injurious to the Corporation or its Affiliates, or any of their respective
customer or supplier relationships, financially or otherwise;


 


(c)                         has substantially and repeatedly failed to
perform his duties as required under Section 2  after being provided with written notice of the manner in which
he has failed to perform his duties and after being provided thirty (30) days
opportunity to remedy such failure; or


 


(d)        in carrying out his duties under this
Agreement, has engaged in acts or omissions constituting gross negligence or
willful misconduct resulting, in either case, in material harm to the
Corporation.


 


1.5 
“Change in Control” shall be deemed to have occurred if:


 


(a)                         Any “person”, as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (other than the Corporation, any trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation, or any
corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of stock
of the Corporation), becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing fifty-one percent (51%) or more of the combined voting
power of the Corporation’s then outstanding securities; provided, however,
that a change in the proportion of 


 

















 


Appaloosa Management, L.P.’s ownership of
stock of the Corporation shall not constitute a Change in Control under this Subsection
1.5(a);


 


(b)                        During any period of two (2) consecutive
years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, and any
new director (other than a director(s) designated by a person who has entered
into an agreement with the Corporation to effect a transaction described in
clause (a), (c) or (d) of this subsection) whose election by the Board or
nomination for election by the Corporation’s stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof;


 


(c)                         The stockholders of the Corporation approve a
merger or consolidation of the Corporation with any other corporation, other
than


 


(i) a merger or consolidation which would
result in the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty
(50%) of the combined voting power of the voting securities of the Corporation
or such surviving entity outstanding immediately after such merger or
consolidation; or


 


(ii) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar transaction) in
which no “person “ (as defined above) acquires more than twenty percent (20%)
of the combined voting power of the Corporation’s then outstanding securities;
or


 


(d)                        the stockholders of the Corporation approve
an agreement for the sale or disposition by the Corporation of all or
substantially all of the Corporation’s assets.


 


1.6 
“Corporation Property” shall mean all items and materials provided by
the Corporation to the Executive, or to which the Executive has access, in the
course of his employment, including, without limitation, all files, records,
documents, drawings, specifications, memoranda, notes, reports, manuals,
equipment, computer disks, videotapes, drawings, blueprints and other documents
and similar items relating to the Corporation, its Affiliates or their
respective customers, whether prepared by the Executive or others, and any and
all copies, abstracts and summaries thereof.


 


1.7 
“Competition” shall mean any direct or indirect research on, or
development, production, marketing, leasing or selling of, any product, process
or service which is the same as, similar to, or in competition with, any line
of business or research in which the Corporation or any Affiliate is now
engaged or hereinafter engages during Executive’s employment.


 


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1.8 
“Confidential Information” shall mean all nonpublic and/or proprietary
information and trade secrets respecting the business of the Corporation or any
Affiliate, including, without limitation, its products, programs, projects,
promotions, marketing plans and strategies, business plans or practices,
business operations, employees, research and development, intellectual
property, software, databases, trademarks, pricing information and accounting
and financing data.  Confidential
Information also includes information concerning the Corporation’s or any
Affiliate’s customers or clients, such as their identity, address or any other
information kept by the Corporation or any Affiliate concerning its customers
whether or not such information has been reduced to documentary form.  Confidential Information does not include
information that is, or becomes, available to the public unless such
availability occurs through an unauthorized act on the part of the Executive.  In the course of his employment hereunder,
the Executive shall not be provided with confidential information concerning
Appaloosa Management, L.P., and no such information shall be deemed to be
Confidential Information under this Agreement.


 


1.9 
“Disability” shall mean a physical or mental incapacity that  has prevented the Executive from performing
the essential functions of his position with the Corporation for a period of
one hundred eighty (180) days as determined (a) in accordance with any
long-term disability plan provided by the Corporation of which the Executive is
a participant, or (b) by the following procedure:  The Executive agrees to submit to medical examinations by a
licensed healthcare professional selected by the Corporation, in its sole
discretion, to determine whether a Disability exists.  In addition, the Executive may submit to the Corporation
documentation of a Disability, or lack thereof, from a licensed healthcare
professional of his choice.  Following a
determination of a Disability or lack of Disability by the Corporation’s or the
Executive’s licensed healthcare professional, the other Party may submit
subsequent documentation relating to the existence of a Disability from a
licensed healthcare professional selected by such other Party.  In the event that the medical opinions of
such licensed healthcare professionals conflict, such licensed healthcare
professionals shall appoint a third licensed healthcare professional to examine
the Executive, and the opinion of such third licensed healthcare professional
shall be dispositive.


 


1.10 
“Good Reason” shall mean and exist if, without the Executive’s prior
written consent, one or more of the following events occurs:


 


(a)                         the Executive is excluded from participation
in any employee benefit plan or program offered to other similarly ranked
executives of the Corporation or his benefits under such plans or programs are
materially reduced; or


 


(b)                        during the initial three-year term of this
Agreement only, the Executive is asked to relocate to a location other than one
in either Santa Barbara County, Ca., or Ventura County, Ca.; or


 


(c)                         within 12 months following a Change in
Control, the Executive is asked to relocate to a location other than one in
either Santa Barbara, County, Ca. or Ventura County, Ca.; or


 


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(d)                        the Corporation fails to reimburse the
Executive for business expenses in accordance with the Corporation’s policies,
procedures or practices; or


 


(e)                         there is a material diminution in the
Executive’s title, authority, duties, or responsibilities; provided, however,
that none of the foregoing shall constitute Good Reason if:


 


(i) the Executive gives the Corporation
timely notice of his intent to terminate for Good Reason and the Corporation
cures or remedies the reasons cited by the Executive in said notice within
thirty (30) days of receipt of said notice, or


 


(ii) sixty (60) days or more have passed
between the Executive learning of the event(s) constituting Good Reason and the
Executive’s giving notice that he is terminating his employment for Good
Reason.


 


1.11 
“Person” shall mean any individual, firm, partnership, association,
trust, company, corporation or other entity.


 


1.12 “Severance Period”  shall mean the period of time for which Base
Salary payments are made to the Executive following termination pursuant to
sections 6.3 and 7.2 of this Agreement.


 


2.      SERVICES,
COMPENSATION, AND TERM


 


2.1  Title and Duties.  Corporation agrees to employ Executive as Senior Vice President
and General Counsel and Executive agrees to undertake the duties of  that position (hereinafter referred to as
“Services”).  Executive shall perform
the duties customarily performed by one holding such position in a similar
business.  Executive shall also render
such other duties as may be assigned to him from time to time consistent with
his title and duties as Senior Vice President and General Counsel. Executive
will report directly to the Chairman, Chief Executive Officer and President of
the Corporation.


 


2.2  Best Efforts.  Executive will serve
Corporation faithfully under the direction of its CEO/President and Board of
Directors.  Executive shall devote his
full time and best efforts to performing the Services.  Executive shall act at all times in
accordance with what he reasonably believes is in the best interest of  the Corporation to the best of his ability,
experience, and talents.  Executive
shall devote his time, energy, and skills solely to the business and interests
of Inamed Corporation.


 


2.3 Corporate Authority. 
Executive will comply with the Corporation’s corporate policies and
procedures.


 


2.4  Compensation.  As Executive’s compensation for
the Services, Corporation will pay Executive the amounts and provide the
benefits set forth in the offer letter dated 
July 22, 2002 (as amended July 26, 2002) and attached as Exhibit A
(“Offer Letter”).  The Parties
acknowledge that the Executive’s salary is currently $275,000 per annum.


 


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2.5  Stock Options.  The Corporation has granted to
the Executive options (the “Options”) to purchase 100,000 shares of the
Corporation’s common stock, subject to the terms and conditions of the
Corporation’s Option Agreement and the Offer Letter. In the event of any
conflict between this Agreement and the Option Agreement, the terms of this
Agreement shall prevail.


 


2.6  Lock-Up Agreements.  The
Executive will execute any other documents reasonably required by the
Corporation in connection with the Options, including, without limitation, any
reasonable lock-up or similar agreements required by the Corporation’s
underwriters in connection with any offering of the Corporation’s securities.


 


2.7  Term.  This agreement shall be
effective on August 1, 2003 (the “Effective Date”), and shall continue
for a period of three (3) years from the Effective Date; provided, however,
that this Agreement shall be extended automatically at the end of the initial
term for a one (1) year term and thereafter for successive one (1) year terms
if neither Party has advised the other in writing in accordance with Subsection
8.1 at least sixty (60) days prior to the end of the then current term that
such term will not be extended for an additional one (1) year term.  The initial three (3) year term and each
successive one (1) year term (if any) shall be referred to herein as the “Term
of Employment”.


 


3.      DUTY
OF LOYALTY.


 


3.1  Executive’s Position of Trust.  As
a result of the Executive’s employment, the Executive will have access to
Confidential Information.


 


3.2  Obligations During the Term.  The
Executive agrees that during the Term of Employment he shall diligently devote
his time and efforts to the duties and responsibilities assigned to his by the
Corporation, and without prior express written authorization of the Board, the
Executive shall not, directly or indirectly, either alone or in concert with
others, engage in any of the following activities:


 


(a)                                  Perform or render any services of a business,
professional or commercial nature, relating to services or products competitive
with the Corporation, to or for the benefit of himself or any other person or
entity, whether for compensation or otherwise, except for personal investments
and other activities approved by the Corporation; or


 


(b)                                 Engage in any activity directly or indirectly
in competition with or adverse to the Corporation; or


 


(c)                                  Engage in any activity for purpose of
influencing or attempting to influence the Corporation’s customers, either
directly or indirectly, to conduct business with any business enterprise in
competition with the Corporation; or


 


(d)                                 Undertake or participate in any planning for
or organization of any business activity that is or will be in competition with
the Corporation in


 


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any field(s) or area(s) in which the
Executive has worked or with which the Executive has come into contact, or of
which the Executive has gained knowledge during the Term of Employment.


 


3.3  Post-Employment Obligations.  As
a condition of the Executive’s having access to Confidential Information, and
in consideration of the payments and benefits provided hereunder, the Executive
agrees that for a period of twelve (12) months after termination of his
employment, or for the duration of a Severance Period, whichever is greater,
regardless of the reason, the Executive will not, directly or indirectly,
either for himself or for any other person or entity, whether as an agent,
consultant, employee, officer, director, investor, partner, shareholder,
proprietor or in any other individual or representative capacity (excluding the
holding for investment of less that five percent (5%) of the outstanding
securities of any corporation which are regularly traded on a recognized stock
exchange), do any of the following:


 


(a) 
the Executive will not undertake any employment or activity wherein the
loyal and complete fulfillment of the duties of that employment or activity
would call upon the Executive to make judgments on or otherwise to use any
Confidential Information that is covered by this Agreement or the Intellectual
Property and Confidentiality Agreement.


 


(b) 
Divert or take away (or attempt to divert or take away), any of the
Corporation’s present, former or prospective customers, including, but not
limited to, those upon whom he called, met with or became acquainted with while
engaged as an employee of the Corporation;


 


(c)  Interfere with the contractual or business
relationships of the Corporation;


 


(d) 
Solicit or attempt to solicit any employees or clients of the
Corporation; or


 


(e) 
Slander or disparage the Corporation, or undertake any activity which
adversely impacts, or is reasonably likely to impact, the goodwill of the
Corporation and its business opportunities.


 


The Parties agree that Article 5 of Exhibit B
hereto (as identified in Section 4 below) shall apply only during the
Term of Employment and for a period of twelve (12) months thereafter.


 


3.4  Corporation Property.  The
Executive agrees that upon termination of his employment by the Corporation for
any reason, or at such earlier time as the Corporation may request, the
Executive shall forthwith return to the Corporation all documents and other
property in his possession belonging to the Corporation or any of its
Affiliates.


 


3.5  Severability.  Each of the covenants of this
section shall be construed as separate covenant covering the subject matter in
each of the separate counties and states in the United States and governmental
subdivisions outside of the United States (collectively, the “Governmental
Units”).  To the extent that any
covenant is determined by a court of competent jurisdiction to be unenforceable
in any one or more of said Governmental


 


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Units, said covenant  shall not be affected with respect to any
other Governmental Unit, each covenant with respect to each Governmental Unit
being construed as severable and independent.


 


4.      INTELLECTUAL
PROPERTY AND CONFIDENTIALITY AGREEMENT.


 


The Executive has executed or will
concurrently herewith execute the Corporation’s Intellectual Property and
Confidentiality Agreement in the form that is attached hereto as Exhibit B,
the terms of which are incorporated herein by reference.  Nothing in Article 3 of Exhibit B shall
prohibit the Executive from removing any Corporation Property from the premises
of the Corporation to the extent necessary in the course of the Executive’s
performance of his duties hereunder and/or for other legitimate purposes of the
Corporation.  In addition, the Parties
agree that the definition of “Company” in Article 8 of Exhibit B shall not
include Appaloosa Management, L.P. or any interest it has in any entity outside
of the Corporation and its consolidated group.


 


5.      TERMINATION.


 


5.1  Grounds.  This Agreement, and the
Executive’s employment hereunder, shall terminate upon the occurrence of any of
the following events:


 


(a)                                  Termination by the Corporation for Cause.  By
the Corporation immediately for Cause;


 


(b)                                 Termination by the Corporation without Cause
or by the Executive with Good Reason and no Change in Control.  By
the Corporation without Cause, upon thirty (30) days’ prior written notice to
the Executive;


 


(c)                                  Disability.  In the event of the Executive’s
Disability;


 


(d)                                 Death.  Upon the death of the
Executive;


 


(e)                                  Termination by the Corporation Without Cause
or by the Executive with Good Reason After a Change in Control.  By
the Corporation without cause or by the Executive for Good Reason within twelve
(12) months following a Change in Control.


 


(f)                                    Expiration of the Term of this Agreement
following the Corporation’s election not to extend pursuant to Section 2.7.


 


6.      TERMINATION
PAYMENTS.


 


6.1  Termination Due to Death or Disability.  In
the event of a termination due to the Executive’s Death or Disability, the
Executive or his estate, as the case may be, shall be entitled, in lieu of any
other compensation whatsoever, to:


 


(a) 
payment of his Base Salary at the rate in effect at the time of his
termination until the date of Death or Disability;


 


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(b) 
any annual bonus awarded but not yet paid;


 


(c) 
any annual bonus that would have been payable with respect to the year
of termination in the absence of the Executive’s Death or Disability, pro-rated
for the period the Executive worked prior to his Death or Disability, provided
that the Executive worked at least six (6) months in the year for which the
annual bonus is payable;


 


(d) 
any deferred compensation or bonuses, including interest or other
credits on the deferred amounts, to the extent provided in the plans or programs
providing for deferral;


 


(e) 
reimbursement of expenses incurred but not paid prior to such
termination of employment; and


 


(f) 
such rights to other benefits as may be provided in applicable plans and
programs of the Corporation, including, without limitation, applicable employee
benefit plans and programs, according to the terms and provisions of such plans
and programs.


 


6. 2  Termination for Cause.  In
the event that the Corporation terminates the Executive’s employment for Cause,
the Executive shall be entitled, in lieu of any other compensation and benefits
whatsoever, to:


 


(a) 
payment of his Base Salary at the rate in effect at the time of his
termination through the date of termination of employment;


 


(b) 
any deferred compensation or bonuses, including interest or other credit
on the deferred amounts, to the extent provided in the plans or programs
providing for deferral; and


 


(c) 
such rights to other benefits as may be provided in applicable plans and
programs of the Corporation, including, without limitation, applicable employee
benefit plans and programs, according to the terms and conditions of such plans
and programs.


 


6.3  Termination Without Cause, by Executive with Good Reason, or
Following Election by the Corporation not to Extend Term.  In
the event that (1) the Corporation terminates the Executive’s employment
hereunder without Cause, (2) the Executive terminates his employment for Good
Reason (in the absence of a Change in Control); or (3) this Agreement expires
following the Corporation’s election not to extend pursuant to Section 2.7, the
Executive shall be entitled to the following payments and benefits:


 


(a) 
payment of his Base Salary in effect at the time of termination for a
period of twenty four (24) months if terminated during the initial three-year
term of this Agreement, and twelve (12) months if terminated thereafter, which
shall be paid out in equal bi-weekly installments through the Corporation’s
regular payroll practices;


 


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(b) 
any annual bonus awarded but not yet paid;


 


(c) 
any annual bonus that would have been payable with respect to the year
of termination, pro-rated for the period the Executive worked prior to such
termination, provided that the Executive worked at least six (6) months in the
year for which the annual bonus is payable;


 


(d) 
any deferred compensation or bonuses, including interest or other
credits on the deferred amounts, to the extent provided in the plans or
programs providing for deferral;


 


(e) 
reimbursement of expenses incurred but not paid prior to such
termination of employment; and


 


(f) 
continuation of participation in the Corporation’s group medical, dental
and life insurance plans according to the terms and provisions of such plans
and programs during the Post-Employment Period for up to twelve (12) months or
until the date on which the Executive first becomes eligible for substantially
equivalent insurance coverage provided by any other entity following
termination of employment by the Corporation, whichever occurs first.


 


6.4  Termination by Executive Without Good Reason.  In
the event that the Executive terminates his employment without good reason, the
Executive shall be entitled, in lieu of any other compensation and benefits
whatsoever, to:


 


(a) 
payment of his Base Salary at the rate in effect at the time of his
termination through the date of termination of employment;


 


(b) 
any deferred compensation or bonuses, including interest or other credit
on the deferred amounts, to the extent provided in the plans or programs
providing for deferral; and


 


(c) 
such rights to other benefits as may be provided in applicable plans and
programs of the Corporation, including, without limitation, applicable employee
benefit plans and programs, according to the terms and conditions of such plans
and programs.


 


6.5  Non-Duplication of Benefit. 
Notwithstanding the foregoing, nothing in this Agreement shall result in
a duplication of payments or benefits provided under this Section 6,
nor shall anything in this Agreement require the Corporation to make any
payment or to provide any benefit to the Executive that the Corporation is
otherwise required to provide under any other contract, agreement or
arrangement.


 


6.6  General Release.  No payments or benefits payable
to the Executive upon the termination of his employment pursuant to this Section
6 shall be made to the Executive unless and until he executes a general
release in a form satisfactory to the Corporation and such general release
becomes effective pursuant to its terms.


 


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7.      CHANGE
IN CONTROL.


 


7.1  Vesting of Stock Options, Shares of Restricted Stock and
Corporation’s 401(k) Plan Contributions.  In
the event of a Change in Control, all stock options and shares of restricted
stock granted by the Corporation to the Executive and all  401(k) Plan Contributions made by the
Corpoation on Executive’s behalf shall immediately vest.


 


7.2  Termination by the Corporation Without Cause or by the Executive
for Good Reason After a Change in Control.  If
within twelve (12) months following a Change in Control, the Executive’s
employment is terminated by the Corporation without Cause or by the Executive
for Good Reason, the Executive shall be entitled, in lieu of any other
compensation and benefits whatsoever under Section 6 or otherwise, to:


 


(a) 
payment of his Base Salary at the rate in effect at the time of his
termination through the date of termination of employment;


 


(b) 
an amount equal to the greater of (i) two (2) times his annual Base
Salary at the time of the Change in Control or (ii) two (2) times his
annual Base Salary at the time of the termination of his employment, which
shall be paid out in equal bi-weekly installments through the Corporation’s
regular payroll practices;


 


(c) 
any annual bonus awarded but not yet paid or any other incentive
compensation plan;


 


(d) 
reimbursement of expenses incurred but not paid prior to such
termination of employment; and


 


(e) 
continuation of participation in the Corporation’s group medical, dental
and life insurance plans according to the terms and provisions of such plans
and programs during the Post-Employment Period for up to eighteen (18) months
or until the date on which the Executive first becomes eligible for substantially
equivalent insurance coverage provided by any other entity following
termination of employment by the Corporation.


 


7.4  Adjustment to Total Payments.  If
any payment or right accruing to the Executive under this Agreement (without
application of this section), either alone or together with other payments or
rights accruing to the Executive from the Corporation or an Affiliate (“Total
Payments”) would constitute a “parachute payment,” as defined in Section
280G of the Code and regulations thereunder, such payment or right shall be
reduced to the largest amount or greatest right that will result in no portion
of the amount payable or right accruing under this Agreement being subject to
an excise tax under Section 4999 of the Code or being disallowed as a deduction
under Section 280G of the Code.  The
Executive shall cooperate in good faith with the Corporation in providing the
necessary information for making a determination of the applicability of
Section 280G.  The foregoing provisions
of this section shall apply only if after reduction for any applicable federal
excise tax imposed by Section 4999 of the Code and federal income tax imposed
by the Code, the Total Payments accruing to the Executive would be less than
the amount


 


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of the Total Payments as reduced, if
applicable, and after reduction for only federal income taxes.


 


8.      MISCELLANEOUS.


 


8.1  Notices.  Any written notice required or
permitted to be given shall be deemed delivered either when personally
delivered or when mailed, registered or certified, postage prepaid with return
receipt requested, if to the Executive, addressed to the last residence address
of the Executive as shown in the records of the Corporation, and if to the Corporation,
addressed to the Chairman of the Board at its principal office in Santa
Barbara, California.  Mailed notices
shall be deemed received two (2) business days after the date of deposit in the
mail.


 


8.2  Remedies.


 


8.2.1  Equitable Remedies.  The
Executive acknowledges and agrees any breach, violation or evasion of the
terms, conditions and provisions of Sections 3 and 4 above, will result in
immediate and irreparable injury and harm to the Corporation and shall entitle
the Corporation to injunctive relief, as well as to all other legal or
equitable remedies to which the Corporation may be entitled.


 


8.2.2  Cessation/Reimbursement of Payments.  If
the Executive violates any provision of Sections 3 or 4, the Corporation may,
upon giving written notice to the Executive, immediately cease all payments and
benefits that it may be providing to the Executive pursuant to this Agreement,
and the Executive may be required to reimburse the Corporation for any payments
received from, and the cash value of any benefits provided by, the Corporation
between the first day of the violation and the date such notice is given; provided,
however, that the foregoing shall be in addition to such other remedies
as may be available to the Corporation and shall not be deemed to permit the
Executive to forego or waive such payments in order to avoid his obligations
under Sections 3 or 4.


 


8.3  Partial Invalidity.  If
any term or provision of this Agreement or the application thereof to any
person or circumstance shall be held to be invalid or unenforceable to any
extent, the remainder of this Agreement or application of such term or
provision to persons or circumstances other than those to which it is held
invalid or unenforceable shall not be affected thereby, and each term and provision
of the Agreement shall be valid and be enforced to the fullest extent permitted
by law.


 


8.5  Waiver.  No waiver of any right
hereunder shall be effective for any purpose unless in writing, signed by the
Party hereto possessing said right, nor shall any waiver be construed to be a
waiver of any subsequent right, term or provision of this Agreement.


 


8.6  Assignment; Effect on Agreement.  It
is hereby acknowledged and agreed that the Executive’s rights and obligations
under this Agreement are personal in nature and shall not be assigned or
delegated.  This Agreement shall be
binding on and inure to the benefit of the heirs, personal representatives,
successors and assigns of the Parties, subject, however, to the restrictions on
assignment and delegation contained herein.


 


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8.7  Disputes Resolution and Arbitration.


 


8.7.1 
Any dispute arising in connection with the interpretation or enforcement
of the provisions of this Agreement, or its application or validity, will be
submitted to arbitration.  Such
arbitration proceedings shall be instituted in Santa Barbara, California, in
accordance with the rules then existing of the American Arbitration
Association.  This agreement to
arbitrate is specifically enforceable.


 


8.7.2 
Any award rendered in any such arbitration proceeding will be final and
binding on each of the Parties, and judgment may be entered thereon in any
court of competent jurisdiction.  The
arbitrator shall have the authority to compel the Party that does not
substantially prevail in such proceeding to pay the reasonable costs and fees
of the prevailing Party (including reasonable and customary legal fees and
expenses) to the extent that the arbitrator deems appropriate.


 


8.8  Exhibits.  The terms and conditions of
this Agreement shall prevail in the case of any discrepancy or conflict between
such terms and conditions and the terms and conditions of any exhibit hereto.


 


8.9  Governing Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of
California.


 


8.10  Entire Agreement; Comparability.  (a)
Unless expressly provided to the contrary herein, this Agreement, the exhibits
attached hereto, and the documents incorporated by reference herein or which
describe, from time to time, the Corporation’s benefit plans constitute the
entire agreement and understanding between the Parties and supersedes all prior
agreements and understandings, oral or written.  Except for paragraph (b) below, no modification or termination
shall be valid unless in writing and signed by both Parties.


 


(b) If, from time to time after the Effective
Date hereof, the Corporation grants to any executive or senior officer benefits
or perquisites not granted to Executive hereunder, the Executive will be given
due consideration for participation in such benefits or perquisites; however,
the Corporation does not guarantee that such benefits or perquisites will be
granted to Executive.


 


9.      ACKNOWLEDGEMENT.  The Executive represents and acknowledges the
following:


 


(a)                                  he has carefully read this Agreement in its
entirety;


 


(b)                                 he understands the terms and conditions
contained herein;


 


(c)                                  he has had the opportunity to review this
Agreement, at his discretion, with legal counsel of his own choosing and has
not relied on any statement made by the Corporation or its legal counsel as to
the meaning of any term


 


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or condition contained herein or in deciding
whether to enter into this  Agreement;
and


 


(d)                                 he is entering into this Agreement knowingly
and voluntarily.


 


IN WITNESS WHEREOF, the Parties hereto have
executed this Agreement as of the 1st 
day of August, 2003.


 


	
  Inamed Corporation

  	
  Executive

  
	
   

  
	
  By:

  	
  /s/ Nicholas L. Teti

  	
   

  	
  /s/ Joseph A. Newcomb

  	
   

  
	
   

  
	
  Name:

  	
  Nicholas L. Teti

  	
   

  	
  Name:

  	
  Joseph A. Newcomb

  
	
   

  
	
  Title:

  	
  Chairman, President and 

  	
   

  	
  Address:

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
								



 


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