ex_10-44.htm


     

    
      

      

    

    Exhibit
      10.44

     

     

     

    EMPLOYMENT
      AGREEMENT

     

     

    This
      Employment Agreement (the “Agreement”), dated as of September 25, 2007, by
      and  between ULURU DELAWARE INC., a Delaware corporation, a wholly owned
      subsidiary of ULURU Inc., a Nevada corporation, both located at 4452 Beltway
      Drive, Addison, Texas, 75001 (collectively the “Company”), and Renaat Van den
      Hooff, an individual residing at 315 McClenaghan Mill Road, Wynnewood,
      Pennsylvania, 19096 (the “Executive”).

     

     

    W
      I T N E S S E T H:

     

     

    WHEREAS, the Company desires Executive to serve as the Company’s Executive
      Vice President - Operations; and 

     

    WHEREAS,
      in order to induce Executive to agree to serve in such capacity, the Company
      hereby offers Executive certain compensation and benefits of employment, as
      described herein.

     

    WHEREAS,
      Executive is willing to serve in this position on the terms and conditions
      hereinafter set forth;

     

    NOW,
      THEREFORE, in consideration of the promises and of the mutual covenants
      contained herein, the Company and Executive hereby agree as follows:

     

     

    1.        
      Employment

     

    The
      Company hereby agrees to employ Executive and Executive hereby agrees to be
      employed upon the terms and conditions hereinafter set forth.

     

     

    2.         Nature of
      Employment

     

    During
      the term of this Agreement, Executive shall serve as Executive Vice President
      -
      Operations and shall have such responsibilities and authority consistent with
      such a position as may be reasonably assigned to him by the President and Chief
      Executive Officer.  Executive shall devote substantially all of his
      business time and attention and best efforts to perform successfully his duties
      and advance the Company’s interests.  Executive shall abide by the
      Company’s policies, procedures, and practices, as they may exist from time to
      time and provided that they have been delivered in written form to Executive.
      Executive shall be responsible to the President and Chief Executive Officer,
      rendering the services and performing the duties consistent with his position
      prescribed by the President and Chief Executive Officer.

     

    The
      Executive also may provide services as a volunteer or director to charitable,
      educational or civic organizations, act as a member, director or officer of
      any
      industry trade association or group, and he may serve as a trustee, director
      or
      advisor to any family companies or trusts, provided that such endeavours do
      not
      materially interfere with Executive obligations under this agreement.

     

    The
      Executive shall be employed at the Company’s offices in Addison, Texas, and his
      principal duties shall be performed in accordance with an agreed upon commuting
      schedule between Wynnewood, Pennsylvania and Addison, Texas, except for business
      trips reasonable in number and duration.

     

     

    3.        
      Term

     

    The
      employment of the Executive hereunder shall begin on the date hereof and shall
      continue in full force and effect for a period of two (2) years, and thereafter
      shall be automatically renewed for successive one-year periods unless the
      Company gives the Executive written notice of termination within six (6) months
      prior to the end of any such period or until the occurrence of a Termination
      Date, as defined in Section 6 (the "Term").

     

     

    
      
        
        

      

      
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    4.        
      Compensation

     

     

    4.1.     
      As compensation for the Executive’s services during the Term, the Company shall
      pay the Executive an annual base salary at the rate of Three Hundred Thousand
      Dollars ($300,000), payable in accordance with the Company’s reasonable
      policies, procedures, and practices, as they may exist from time to time. 
Prior to the end of each year during the Term, the Compensation Committee of
      the
      Company shall undertake an evaluation of the services of the Executive during
      the year then ended in accordance with the Company’s compensation program at the
      date hereof (the “Program”).  The Company shall consider the performance of
      the Executive, his contribution to the success of the Company and entities
      under
      common control with the Company (collectively, “Affiliates”), and other factors
      and shall fix an annual base salary to be paid to the Executive during the
      ensuing year.

     

    4.2.     
      Notwithstanding the foregoing, the Company may change the Program from time
      to
      time or institute a successor to the Program, but the Executive’s annual base
      salary shall in no event be less than his annual base salary in effect on the
      date of change, adjusted regularly to reflect increases in the cost of living
      and comparable compensation for like positions.

     

    4.3.     
      The Executive shall participate in the Company incentive compensation programs
      in accordance with the following subparagraphs (i) and (ii):

     

    (i)        
      Incentive Plan– The Executive shall be covered by the cash bonus plan
      currently maintained by the Company and shall be afforded the opportunity
      thereunder to receive a  target award of  17.5% of annual base salary
      payable in cash and a target award of 17.5% of annual base salary payable in
      Company Common Stock, to be awarded upon the achievement of reasonable
      performance goals; provided that the Company may from time to time change the
      Program or institute a successor to the Program, so long as the Executive
      continues to be eligible to receive bonus awards of percentages of annual base
      salary in amounts at least equal to those specified as in effect on the date
      hereof.

     

               
      (ii)        Stock Option Plan–
Executive shall be entitled to participate in the Company’s stock option
      plan.  In accordance with this plan the Board may from time to time, but
      without any obligation to do so, grant stock options to the Executive upon
      such
      terms and conditions as the Board shall determine in its sole discretion. 
If the Company no longer has a class of stock publicly-traded by reason of
      a
      Change in Control of the Company, as defined in Section 6.3, the Company’s
      obligation under this Section 4.3 will be satisfied through options granted
      by
      the issuer with public stock then in control of the Company.

     

    4.4      
You will be granted
      an initial stock option award of 600,000 shares of the
      Company’s common stock at an exercise price based on the closing price of the
      Company’s common stock on your commencement date.  This initial stock
      option award will be vested as described below.

     

    From the date of the stock option grant,
      there will be no vesting during the initial twelve months.  Upon the
      twelve-month anniversary of the stock option grant, 25% of the options will
      vest; thereafter, the remainder will vest at a rate of 2.0833% per month. 
The stock option grant is subject to the terms set forth in the 2006 Equity
      Incentive Plan and the Company’s standard stock option agreement as it may be
      amended from time to time.  Vested stock options may be exercised at any
      time, with the stock options to expire the earlier of ten (10) years after
      grant
      date, or upon the terms of this agreement.

     

    4.5      
      As an inducement to serve as Executive Vice President – Operations for the
      Company, the Executive will receive a one time payment (“Signing Bonus”) of One
      Hundred Thousand Dollars ($100,000) upon the first day of employment or shortly
      thereafter.  The Signing Bonus is subject to federal, state, and local tax
      withholding requirements.

     

    4.6      
      If the Executive is prevented by disability, for a period of six consecutive
      months, from continuing fully to perform his obligations hereunder, the
      Executive shall perform his obligations hereunder to the extent he is able
      and
      after six months the Company may reduce his annual base salary to reflect the
      extent of the disability; provided that in no event may such rate, when added
      to
      payments received by him under any disability or qualified retirement or pension
      plan to which the Company, Affiliate, or Executive contributes or has
      contributed, be less than $200,000.  If there should be a dispute about the
      Executive’s disability, disability shall be determined by the Board of Directors
      of the Company based upon a report from a physician, reasonably acceptable
      to
      the Executive, who shall have examined the Executive.  If the Executive
      claims disability, the Executive agrees to submit to a physical examination
      at
      any reasonable time or times by a qualified physician designated by the
      President and Chief Executive Officer of the Company and reasonably acceptable
      to the Executive.  Notwithstanding any provision in this Section, the
      Company shall not be obligated to make any payments to Executive on account
      of
      disability after the expiration of this Agreement.

     

     

    5.        
      Executive Benefits

     

    The
      Executive shall be entitled to participate in all “employee pension benefit
      plans,” all “employee welfare benefit plans” (each as defined in the Employee
      Retirement Income Security Act of 1974) and all pay practices and other
      compensation arrangements maintained by the Company, on a basis at least as
      advantageous to the Executive as the basis on which other executive employees
      of
      the Company are eligible to participate and on a basis at least as advantageous
      to the Executive as those currently in effect on the date hereof. Executive
      shall, during the term of his employment hereunder, continue to be provided
      with
      such benefits at a level at least equivalent to the initial benefits provided
      or
      to be provided hereunder.  Without limiting the generality of the
      foregoing, the Executive shall be entitled to the following employee benefits
      (collectively, with the benefits contemplated by this Section 5, the
“Benefits”):

     

    5.1      
      The Executive and Executive’s dependents shall participate, at their option in
      any medical insurance plans and programs comparable in scope to the coverage
      afforded on the date hereof, with only such contribution by the Executive toward
      the cost of such insurance as may be required from time to time from other
      executive officers of the Company. If a Change in Control of the Company, as
      defined in Section 6.3, shall have occurred, the Company may not change the
      carriers providing medical insurance immediately before the change without
      the
      consent of the Executive, which consent will not be unreasonably withheld.
      

     

    5.2      
      Life Insurance.  Executive shall be entitled to group term life insurance
      coverage of an amount equal to no less than $300,000, all premiums being paid
      by
      the Company.

     

    5.3      
      Long-Term Disability Insurance.  The Company shall maintain in effect long
      term disability insurance providing Executive in the event of his disability
      (as
      defined in Section 4.4 hereof) with compensation annually equal to at least
      $200,000.

     

    5.4      
      The Executive shall be entitled to paid time off (“PTO”) of no less than thirty
      nine (39) days each year.  Such PTO shall be accrued and taken in
      accordance with the Company’s policies and practices, as they may exist from
      time to time.

     

    5.5      
      The Company shall reimburse the Executive from time to time for the reasonable
      expenses incurred by the Executive in connection with the performance of his
      obligations hereunder.

     

    5.6      
      During such times as the Company is eligible and financially qualified to obtain
      the same, the Company shall maintain directors and officers’ liability insurance
      applicable to the Executive in amounts established by the Board of
      Directors.

     

    5.7      
Relocation.  In lieu of relocation
      to the Dallas metroplex, the Company
      agrees to reimburse Executive for reasonable travel expenses between Wynnewood,
      Pennsylvania and Addison, Texas based upon an agreed upon commuting
      schedule.  In the event that Executive decides to relocate to the
<?xml:namespace prefix = st1 ns =
      "urn:schemas-microsoft-com:office:smarttags" />Dallas metroplex during his
      employment, the Company will reimburse the Executive for reasonable moving
      and
      relocation expenses based upon the Company’s approval.  The Executive and
      Company will agree on those relocation and moving expenses to be reimbursed
      prior to the Executive’s relocation.  Executive will be required to provide
      receipts and documentation to the Company for all amounts reimbursed.

     

    Notwithstanding
      the foregoing, the Company may from time to time change or substitute a plan
      or
      program under which one or more of the Benefits are provided to the Executive,
      provided that the Company first obtains the written consent of the Executive,
      which the Executive agrees not unreasonably to withhold, taking into account
      his
      personal situation.

     

     

    
      
        
        

      

      
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    6.        
      Termination Date; Consequences for Compensation and
      Benefits

     

    6.1     
      Definition of Termination Date.  The first to occur of the following events
      shall be the Termination Date:

     

    6.1.1  
      The date on which the Executive becomes entitled to receive long-term
      disability payments by reason of total and permanent disability;

     

    6.1.2.  
      The Executive’s death;

     

    6.1.3.  
      Voluntary resignation after one of the following events shall have occurred,
      which event shall be specified to the Company by the Executive at the time
      of
      resignation:  material reduction in the responsibility, authority, power or
      duty of the Executive; or a material breach by the Company of any provision
      of
      this Agreement, which breach continues for 30 days following notice by the
      Executive to the Company setting forth the nature of the breach; or the failure
      of the Company to obtain an agreement in form and substance reasonably
      satisfactory to the Executive from any successor to the business of the Company
      to assume and agree to perform this Agreement (“Resignation with Reason”);

     

    6.1.4.  
      Voluntary resignation not accompanied by a notice of reason described in
      Section 6.1.3 (“General Resignation”);

     

    6.1.5   
      Discharge of the Executive by the Company after one of the following events
      shall have occurred, which event shall be specified in writing to the Executive
      by the Company at the time of discharge:

     

    (i)   a
      felonious act
      (excluding traffic or driving offenses) committed by Executive during his
      employment hereunder, 

     

    (ii)   any
      act or
      omission on the part of Executive not requested or approved by the Company
      constituting willful malfeasance or gross negligence in the performance of
      his
      duties hereunder, 

     

    (iii)    
      any material breach of any term of this Agreement by the Executive which is
      not
      cured within 30 days after written notice from the Board to the Employee setting
      forth the nature of the breach (“Discharge for Cause”); 

     

    For
      purposes of this subparagraph (6.1.5), no act or failure to act on the
      Executive’s part shall be considered “willful” unless done or omitted to be done
      by Executive not in good faith and without reasonable belief that Executive’s
      action or omission was in the best interest of the Company. 
Notwithstanding the foregoing, Executive shall not be deemed to have been
      discharged for Cause unless and until there shall have been delivered to
      Executive a copy of a Notice of Termination (as defined below) from the
      President and Chief Executive Officer of the Company stating that in his good
      faith opinion Executive was guilty of conduct set forth in clauses (i), (ii),
      or
      (iii) above of this subparagraph (6.1.5) and specifying the particulars thereof
      in detail.

     

    6.1.6
         Discharge of the Executive by the Company (including but not
      limited to the Company’s providing Executive with notice of non-renewal of the
      Term under Section 3 hereof) not accompanied by a notice of cause described
      in
      Section 6.1.5 (“General Discharge”).

     

    For
      purposes of this Agreement “Notice of Termination” shall mean a notice which
      indicates the specific termination provision in this Agreement relied upon
      and
      sets forth in reasonable detail the facts and circumstances claimed to provide
      a
      basis for termination of Executive’s employment under the provision so
      indicated.  Each Notice of Termination shall be delivered at least sixty
      (60) days prior to the effective date of termination.

     

    6.2      
      Consequences for Compensation and Benefits

     

     (a)      
      If the Termination Date occurs by reason of disability, death, General
      Resignation or Discharge for Cause, the Company shall pay compensation to the
      Executive through the Termination Date and shall pay to the Executive all
      Benefits accrued through the Termination Date (including but not limited to
      reimbursement of all business expenses under Section 5.5), payable in accordance
      with the respective terms of the plans, practices and arrangements under which
      the Benefits were accrued.

     

     (b)      
      If the Termination Date occurs by reason of General Discharge or Resignation
      with Reason, (i) all stock options held by the Executive shall become
      immediately exercisable and shall remain exercisable for two (2) years after
      the
      Termination Date, (ii) the Company shall continue the health coverage
      contemplated by Section 5.1 for a period of one (1) year thereafter, (iii)
      the
      Company shall engage for the Executive, at the Company’s expense, outplacement
      services appropriate to the Executive’s position, for up to twelve months after
      the Termination Date, and (iv) the Executive shall be entitled to receive,
      within 60 days after the Termination Date, the amount set forth in Section
      6.2.1.

    
    

    6.2.1    The Executive’s annual base salary at the Termination
      Date plus the target bonus under Section 4.3(i) for the year in which the
      Termination Date occurs, multiplied by one (1) (i.e., 1 times base salary plus
      target bonus).

     

    6.3      
      Change in Control.

     

               
      In the event of the occurrence of a Change in Control (as defined below), this
      Agreement may be terminated by Executive upon the occurrence thereafter of
      one
      or more of the following events:

     

    1)
       Termination by Executive of his employment with the Company may be made
      within two (2) years after a Change in Control and upon the occurrence of any
      of
      the following events:

     

    (a.) 
      A significant adverse change in the nature or scope of the Executive’s
      authorities, powers, functions, responsibilities or duties as a result of the
      Change in Control, a reduction in the aggregate of Executive’s existing
 base salary and existing Incentive Plan received from the Company, or
      termination of Executive’s rights to any existing Executive Benefit to which he
      was entitled immediately prior to the Change in Control or a reduction in scope
      or value thereof without the prior written consent of Executive;

     

    (b.) 
      The liquidation, dissolution, merger, consolidation or reorganization of the
      Company or transfer of all or a significant portion of its business and/or
      assets (by liquidation, merger, consolidation, reorganization or otherwise)
      unless the successor or successors to which all or a significant portion of
      its
      business and/or assets have been transferred (directly or by operation of law)
      shall have assumed all duties and obligations of the Company under this
      Agreement pursuant to Section 12.5 hereof; or

     

    (c.)
      The Company shall relocate its principal executive offices or require Executive
      to have as his principal location of work any location which is in excess of
      50
      miles from the location thereof immediately prior to the relocation date or
      to
      travel from his office in the course of discharging his responsibilities or
      duties hereunder more than thirty (30) consecutive calendar days or an aggregate
      of more than ninety (90) calendar days in any consecutive 365-calendar day
      period without in either case his prior consent.

     

    (d.)
      Failure to elect or re-elect Executive to the office of the Company which
      Executive held immediately prior to a Change in Control.

     

    2) 
      Subsequent to a Change in Control of the Company, the failure by the Company
      to
      obtain the assumption of the obligation to perform this Agreement by any
      successor as contemplated in Section 12.5 hereof or otherwise; or

     

    3) 
      Subsequent to a Change in Control of the Company, any purported termination
      of
      Executive’s employment by the company that is not effected pursuant to a Notice
      of Termination satisfying the requirement of Section 6.1.5 hereof. 

     

    6.3.1
         A Change in Control of the Company shall occur upon the first to
      occur of the date when (a) a person or group “beneficially owns” (as defined in
      Rule 13d-3 promulgated under the Securities Exchange Act of 1934) in the
      aggregate 50% or more of the outstanding shares of capital stock entitled to
      vote generally in the election of the Directors of the Company (b) there occurs
      a sale of all or substantially all of the business and/or assets of the
      Company.

     

    6.3.2   
      If a Change in Control of the Company shall have occurred within six (6) months
      prior to the Termination Date or the Executive terminates this Agreement under
      Section 6.3 the Executive will be entitled to receive, within 60 days after
      the
      Termination Date, the Executive’s annual base salary at the Termination Date
      plus the target bonus under Section 4.3(i) for the year in which the Termination
      Date occurs multiplied by one (1) (i.e., 1 times base salary plus target bonus),
      all stock options held by the Executive shall become immediately exercisable
      and
      shall remain exercisable for one (1) year after the Termination Date.  The
      Company shall continue the health coverage contemplated by Section 5.1 for
      a
      period of one (1) year thereafter (or provide Executive with reimbursement
      for
      the cost of continuing coverage under COBRA or of comparable coverage if such
      coverage cannot be continued by the Company under its health insurance plan
      for
      employees).

     

    6.3.3   
      In the event that it shall be determined that any payment or distribution by
      the
      Company to or for the benefit of Executive, whether paid or payable or
      distributed or distributable pursuant to the terms of this Agreement or
      otherwise (a “Payment”), would constitute an “excess parachute payment” within
      the meaning of Section 280G of the Internal Revenue Code, the Company shall
      pay
      Executive an additional amount (the “Gross-Up Payment”) such that the net amount
      retained by Executive after deduction of any excise tax imposed under Section
      4999 of the Code, and any federal, state and local income tax, employment tax,
      excise tax and other tax imposed upon the Gross-Up Payment, shall be equal
      to
      the Payment.  All determinations to be made under this paragraph shall be
      made by the independent public accounting firm used by Company immediately
      prior
      to the Change in Control event.  If any Gross-Up Payment is required to be
      made, the Company shall make the Gross-Up Payment within ten days after
      receiving the accounting firm’s calculations.  Any such determination by
      the accounting firm shall be binding upon the Company and Executive, provided
      that it is made in good faith, and subject to any manifest errors made in
      preparing or communicating the determinations and supporting calculations. 
The Gross-Up Payment shall be appropriately adjusted, and any additional amounts
      shall be paid to Executive, in any case where the amount of taxes imposed on
      Executive shall change as a result of any audit or agreement with the Internal
      Revenue Service.

     

    6.4
            Liquidated Damages: No Duty to Mitigate
      Damages.  The amounts payable pursuant to Sections 6.2 and 6.3 shall be
      deemed liquidated damages for the early termination of this Agreement and shall
      be paid to the Executive regardless of any income the Executive may receive
      from
      any other employer, and the Executive shall have no duty of any kind to seek
      employment from any other employer during the balance of the Term.

     

     

    
      
        
        

      

      
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    7.        
      Indemnification

     

    To
      the fullest extent permitted by law, the Company shall indemnify the Executive
      and hold him harmless from and against all loss, cost, liability and expense
      (including reasonable attorney’s fees) arising from the Executive’s service to
      the Company or any Affiliate, whether as officer, director, employee, fiduciary
      of any employee benefit plan or otherwise.

     

     

    8.        
      Agreement Not to Solicit 

     

    For
      one year following any Termination Date, regardless of the reason, the Executive
      shall not solicit any employee of the Company or an Affiliate to leave such
      employment and to provide services to the Executive or any business entity
      by
      which the Executive is employed or in which the Executive has a material
      financial interest.  Soliciting a former employee of the Company and its
      Affiliates to provide such services shall not be a violation of this
      Agreement.

     

     

    9.        
      Confidential Information, Non-Competition & Conflict of
      Interest

     

    Unless
      the Executive shall first secure written consent of the Company, the Executive
      shall not, at any time, disclose or release any proprietary or confidential
      information about the Company or any affiliate, its products and technologies,
      either during employment or following termination of employment.  During
      the Term, the Executive will not be engaged or employed or associated with,
      in
      any capacity, any other company, or other business entity, which carries on
      business whether directly or indirectly in competition with the Company. 
Proprietary and/or confidential information shall not include (i) information
      known to Executive before he became employed by the Company, (ii) information
      in
      the public domain or known generally in the industry, and (iii) information
      that
      is not treated by the Company as confidential or is disclosed by the Company
      to
      third parties without a duty of confidentiality imposed on such third
      parties.

     

    Executive will sign the Company’s
      Confidentiality, Inventions, & Non-Competition Agreement and the Company’s
      policy statements on (1) Code of Business Conduct and Ethics for Employees,
      Executive Officers, and Directors and (2) Insider Trading & Confidentiality
      (collectively “Policies”).

     

    10.      
      Rules and Regulations

     

    The
      Executive shall observe all the Company’s rules, regulations, policies, and
      practices as laid down by the Company and as amended from time to time and
      provided that they have been delivered in written form to Executive.

     

    The Executive must sign and return the
      following Company Policy Statements, which shall all control over this Agreement
      if any conflict exists between the Policies and this Agreement:

     

     

    
      	
              (i)

            	
              Confidentiality, Inventions, and
                Non-Competition Agreement    

            
	
              (ii)

            	
              Code of Business Conduct &
                Ethics

            
	
              (iii)

            	
              Whistleblower Policy

            
	
              (iv)

            	
              Paid Time Off 

            
	
              (v)

            	
              Sexual Harassment & Discrimination
                

            
	
              (vi)

            	
              Insider Trading &
                Confidentiality

            
	
              (vii)

            	
              Computer, Telephone, &
                Email.

            


    

     

    11.      
      Arbitration

     

    Any
      dispute or differences concerning any provision of this Agreement which cannot
      be settled by mutual accord between the parties shall be settled by expedited
      binding arbitration in Dallas, Texas in accordance with the National Rules
      then
      in effect of the American Arbitration Association, except as otherwise provided
      herein.  The dispute or differences shall be referred to a single
      arbitrator, if the parties agree upon one, or otherwise to three arbitrators,
      one to be appointed by each party and a third arbitrator to be appointed by
      the
      first named arbitrators; and if either party shall refuse or neglect to appoint
      an arbitrator within 30 days after the other party shall have appointed an
      arbitrator and shall have served a written notice upon the first mentioned
      party
      requiring such party to make such appointment, then the arbitrator first
      appointed shall, at the request of the party appointing him, proceed to hear
      and
      determine the matters in difference as if he were a single arbitrator appointed
      by both parties for the purpose, and the award or determination which shall
      be
      made by the arbitrator shall be final and binding upon the parties hereto. 
The arbitrator or arbitrators shall each have not less than five (5) years
      experience in dealing with the subject matter of the dispute or differences
      to
      be arbitrated. Any award maybe enforced in any court of competent
      jurisdiction.  The costs and expenses of such arbitration shall be borne by
      the Company.  The expenses of any such arbitration shall be paid by the
      non-prevailing party as determined by the final order of the arbitrators.

     

     

    
      
        
        

      

      
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    12.      
      Miscellaneous

     

    12.1    
      Notices

     

    All
      notices in connection with this Agreement shall be in writing and sent by
      postage prepaid first class mail, courier, or telefax, and if relating to
      default or termination, by certified mail, return receipt requested, addressed
      to each party at the address indicated below:

     

    If
      to the Company:

     

    Uluru
      Delaware Inc.

    4452
      Beltway Drive

    Addison,
      Texas  75001

    Attn:
      Chief Executive Officer

     

    Copy
      To:

     

    John
      J. Concannon III, Esq.,

    Bingham
      McCutchen LLP

    150
      Federal Street

    Boston,
      MA02110

     

    If
      to the Executive:

     

    Renaat
      Van den Hooff

    315
      McClenaghan Mill Road

    Wynnewood,
      PA  19096

     

    Or
      to such other address as the addressee shall last have designated by notice
      to
      the communicating party.  The date of giving of any notice shall be the
      date of actual receipt.

     

    12.2    
      Governing Law

     

    This
      Agreement shall be deemed a contract made and performed in the State of Texas,
      and shall be governed by the internal and substantive laws of the State of
      Texas.

     

    12.3    
      Severability

     

    Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement is held to be invalid, illegal or unenforceable in any respect under
      any applicable law or rule in any jurisdiction, such invalidity, illegality
      or
      unenforceability shall not affect any other provision or in the interpretation
      in any other jurisdiction; however, such provision shall be deemed amended
      to
      conform to applicable laws and to accomplish the intentions of the
      parties.

     

    12.4    
      Entire Agreement; Amendment

     

    This
      Agreement constitutes the entire agreement of the parties and may be altered
      or
      amended or any provision hereof waived only by an agreement in writing signed
      by
      the party against whom enforcement of any alteration, amendment, or waiver
      is
      sought.  No waiver by a party of any breach of this Agreement shall be
      considered as a waiver of any subsequent breach.

     

    12.5    
      Successors and Assigns

     

    12.5.1 
      The Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to expressly assume and agree to perform
      this Agreement in the same manner and to the same extent that the Company would
      be required to perform it if no such succession had taken place.  Failure
      of the Company to obtain such agreement prior to the effectiveness of any such
      succession shall be a breach of this Agreement and shall entitle Executive
      to
      compensation from the Company in the same amount and on the same terms as
      Executive would be entitled hereunder if Executive terminated his employment
      for
      Change of Control.  As used in this Section 12.5.1, “Company” shall mean
      the Company as hereinbefore defined and any successor to its business and/or
      assets as aforesaid which executes and delivers the Agreement provided for
      in
      this Section 12.5.1 or which otherwise becomes bound by all the terms and
      provisions of this Agreement by operation of law.

     

    12.5.2 
      This Agreement is intended to bind and inure to the benefit of and be
      enforceable by 

     

    Executive
      and the Company, and their respective successors and assigns, except that
      Executive may not assign any of his rights or delegate any of his duties without
      the prior written consent of the Company.

     

    12.6    
      Assignability

     

    Neither
      this Agreement nor any benefits payable to the Executive hereunder shall be
      assigned, pledged, anticipated, or otherwise alienated by the Executive, or
      subject to attachment or other legal process by any creditor of the Executive,
      and notwithstanding any attempted assignment, pledge, anticipation, alienation,
      attachment, or other legal process, any benefit payable to the Executive
      hereunder shall be paid only to the Executive or his estate.

     

    IN
      WITNESSES WHEREOF, the Company and its officers hereunto duly authorized, and
      the Employee have signed and sealed this Agreement as of the date first written
      above.

     

    
       

       

      
        
          	
                  ULURU
                    DELAWARE INC.,

                	 	
                  Executive

                	 
	 	 	 	 	 	 
	
                  By:

                	
                  /s/
                    Kerry P. Gray

                	 	
                  By:

                	
                  /s/
                    Renaat Van den Hooff

                	 
	 	 	 	 	 	 
	
                  Name:

                	
                  Kerry
                    P. Gray

                	 	
                  Name:

                	
                  Renaat
                    Van den Hooff

                	 
	 	 	 	 	 	 
	
                  Title:

                	
                  President
                    & CEO

                	 	
                  Title:

                	
                  EVP
                    – Operations

                	 
	 	 	 	 	 	 
	
                  Date:

                	
                  September
                    25, 2007

                	 	
                  Date:

                	
                  September
                    25, 2007

                	 


        



       

       

       

       

       

    

    
      
        
        

      

      
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