Exhibit 10.51


 


AMENDED AND RESTATED


EMPLOYMENT
AGREEMENT


 


THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (the “Agreement”) is made and entered
into as of the 18th day of October, 2004, by and between Inamed
Corporation, a Delaware corporation (the “Corporation”), and Nicholas L.
Teti (the “Executive”) (collectively, the “Parties”).  The Parties hereto, intending to be legally
bound, do hereby agree to amend and restate the employment agreement entered
into between Parties as of the 25th day of July, 2001 (the “Initial
Agreement”), 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 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 failed
to perform his duties as required under Section 2 to the reasonable
satisfaction of the Board after being provided with notice thereof and 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;


 


(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, was engaged at any time during the Executive’s
employment or hereinafter engages during the Executive’s employment.  The terms “competitive” and “compete” shall
have correlative meanings.


 


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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.


 


1.9           “Disability”
shall mean a physical or mental incapacity that prevents 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 assigned duties or responsibilities that are inconsistent, in any
significant respect, with the position of Chief Executive Officer;


 


(b)                                 the
Executive’s title as Chief Executive Officer is changed;


 


(c)                                  the
Executive ceases to be Chairman of the Board, other than due to his voluntary
resignation;


 


(d)                                 the
Executive’s Base Salary is decreased by the Corporation;


 


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


 


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


 


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(g)                                 the
Corporation fails to obtain a written agreement from any successor or assign of
the Corporation to assume the obligations under this Agreement upon a Change in
Control; or


 


(h)                                 the
Executive is required to relocate his principal place of business more than
sixty (60) miles from 5540 Ekwill Street, Santa Barbara, California, other than
as a result of the Executive’s decision to relocate the Corporation’s principal
office;


 


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 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                           “Post-Employment
Period” shall mean the twenty-four (24) month period following the
termination of the Executive’s employment, regardless of the reason for such
termination.


 


1.13                           “Term of Employment” shall mean the period specified in Subsection 3.


 


2.                                       POSITIONS AND DUTIES.


 


As of the Effective Date (as defined below), the Corporation shall
employ the Executive, and the Executive hereby accepts such employment, as
Chief Executive Officer of the Corporation upon the terms and provisions set
forth in this Agreement.  The Executive
shall report to the Board.  The Executive
shall observe and comply with the Corporation’s rules and regulations regarding
the performance of his duties and shall carry out and perform all orders,
directions and policies given to him by the Board.  The Executive shall at all times carry out
the duties assigned to him in a loyal, trustworthy and businesslike manner.


 


3.                                       TERM.


 


This Agreement shall be effective on July 25, 2004 (the “Effective
Date”), and shall continue for a period of five (5) years from the
Effective Date; provided, however, that this Agreement shall be
extended automatically at the end of the five (5) year 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 10.1 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 five (5) year term and each successive
one (1) year term (if any) shall be referred to herein as the “Term of
Employment”.


 


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4.                                       COMPENSATION
AND BENEFITS.


 


4.1                                 Base Salary.  The Executive’s
annual base salary (the “Base Salary”) shall be FIVE HUNDRED THOUSAND
DOLLARS ($500,000.00), payable in accordance with the Corporation’s pay policy,
with applicable federal, state and local taxes withheld.  The Base Salary shall be increased annually,
effective March 1 of each year, by the amount of the CPI Increase (as defined
below) during the preceding 12-month period. 
In addition, the Board will review the Base Salary annually for
increase, but not decrease, provided that any such increase (other than the CPI
Increase) shall be in the Board’s sole discretion.  Any changes to the Executive’s compensation
will be recorded in subsequent written amendments to this Agreement.  The “CPI Increase” for any period shall mean
the aggregate percentage increase (but not decrease) during such period, if
any, in the Consumer Price Index For All Urban Consumers, U.S. city average, as
published by the U.S. Department of Labor.


 


4.2                                 Incentive Compensation.


 


4.2.1                        The Corporation may pay the Executive an
annual discretionary bonus for each fiscal year ending during the Term of
Employment in an amount that will be determined by the Compensation Committee
based on criteria, including the Executive’s performance and the performance of
the Corporation, established in the first (1st) quarter of each
year.  Any annual bonus that may be
awarded to the Executive shall be paid at the same time as annual bonuses are
paid to other senior officers of the Corporation, unless the Executive has
elected to defer receipt of all or part of the bonus amounts to which he is
entitled in respect of any such calendar year in accordance with the terms and
provisions of any deferred compensation program maintained by the
Corporation.  Subject to the foregoing,
the Executive’s target for any discretionary annual bonus shall be seventy
percent (70%) of his Base Salary, but shall be subject to adjustment in the
reasonable discretion of the Board, based upon exceptional, unforeseen factors
not reflected in the performance criteria established as set forth above.


 


4.3                                 Reimbursements. 
The Executive shall be reimbursed by the Corporation, upon presentation
of appropriate documentation, for reasonable expenses and disbursements
incurred by him in the course of the performance of his duties hereunder.


 


4.4                                 Benefit Plans. 
The Executive shall be entitled to participate, on the same basis as the
Corporation’s other executive employees, in all benefit plans (the “Benefit
Plans”) maintained by the Corporation for its executive employees
generally, including but not limited to group medical, dental, life and
disability insurance plans, incentive or stock option plans, thrift, pension,
profit-sharing, stock bonus and long-term performance award plans or any other
plan, program or policy of the Corporation that is intended to benefit
employees, as in effect from time to time.


 


4.5                                 Fringe Benefits. 
The Executive shall be entitled to receive, on the same basis as the
Corporation’s other executive employees, all other benefits maintained by the
Corporation for its executive employees generally, as in effect from time to
time.  The Executive will be granted paid
leave consistent with the Corporation’s paid leave policy in effect from time
to time.


 


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4.5.1                        Automobile Allowance.  To assist the Executive in the
performance of his duties hereunder, the Corporation shall provide the
Executive with a monthly automobile allowance in the amount of $1,250.00; provided,
however, that the Corporation shall reimburse the Executive for any
taxes that may be determined to be due and owing as a result of such allowance.


 


4.5.2                        Tax Preparation Assistance.  The Company will reimburse the Executive for
expenses reasonably incurred in connection with obtaining assistance in
financial planning and income tax preparation and filing in an amount not to
exceed five thousand dollars ($5,000) per year for a period of three (3) years
upon his submission of appropriate documentation of such expenses.


 


4.6                                 Stock Options and Lock-Up
Agreements.


 


4.6.1                        Stock Options and
Restricted Shares.  Except as
provided in Sections 8.1(g) and 8.3(e) and Section 9.1, the
Executive’s rights and obligations with respect to all options to purchase
shares of the Corporation’s common stock (the “Options”) previously
granted to the Executive shall continue to be subject to the Inamed Corporation
Executive Officer Stock Option Plan and any implementing agreement between the
Corporation and the Executive, as the same may be amended from time to time,
and the Executive’s rights and obligations with respect to all restricted
shares of the Corporation’s common stock (the “Restricted Shares”) that
have previously been awarded to the Executive shall continue to be subject to
the Inamed Corporation Executive Officer Restricted Stock Plan and any
implementing agreement, as the same may be amended.


 


4.6.2                        The 2004 Performance
Base Stock Option/Restricted Stock Plan. 
The
Executive shall be eligible to participate in the Corporation’s 2004
Performance Base Stock Option/Restricted Stock Plan, and any Options and
Restricted Shares shall be granted thereunder in the sole discretion of the
Board and the Compensation Committee of the Board.


 


4.6.3                        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.


 


5.                                       DUTY
OF LOYALTY.


 


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


 


5.2                                 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 him 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,


 


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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;


 


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


 


(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 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.


 


5.3                                 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 during the
Post-Employment Period, 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)                                  Engage in
Competition with the Corporation without the Corporation’s prior express written
approval;


 


(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.


 


5.4                                 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.


 


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5.5.                              Severability. 
Each of the covenants of Section 5 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 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.


 


6.                                       INTELLECTUAL
PROPERTY AND CONFIDENTIALITY AGREEMENT.


 


6.1                                 The Intellectual Property and
Confidentiality Agreement that the Executive executed as of July 25, 2001,
shall continue in full force and effect according to its terms; provided,
however, that (a) nothing in Article 3 of said agreement 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, and (b) the restrictions set forth in Article 5 shall apply during
the Term of Employment and during the Post-Employment Period.


 


6.2                                 During the Post-Employment Period, the
Executive will not undertake any employment or other activity wherein the loyal
and complete fulfillment of the duties of such employment or activity would
call upon the Executive to make judgments that will require him to draw upon or
otherwise to use, directly or indirectly, any Confidential Information that is
covered by this Agreement or the Intellectual Property and Confidentiality
Agreement or put the Executive in a position of being at risk of making
judgments that draw upon or use Confidential Information or making use of
Confidential Information inevitable.


 


7.                                       TERMINATION.


 


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


 


(a)                                  Expiration of Term.  Upon or after the expiration of the
Term of Employment;


 


(b)                                 Termination by the Executive.  By the Executive (i) with Good Reason, or
(ii) without Good Reason, in each case upon thirty (30) days’ prior written
notice to the Corporation;


 


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


 


(d)                                 Termination by the Corporation without Cause.  By the Corporation
without Cause, upon thirty (30) days’ prior written notice to the Executive;


 


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


 


(f)                                    Death.  Upon the death of the Executive.


 


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8.                                      TERMINATION
PAYMENTS.


 


8.1                                 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;


 


(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;
and


 


(g)                                 immediate
pro-rata vesting of any Restricted Shares previously awarded to the Executive
based on the number of months the Executive has worked for the Corporation from
the date of grant as a percentage of the total number of months required for
complete vesting in absence of a termination of employment, and cancellation of
any remaining Restricted Shares not so vested.


 


8.2                                 Termination for Cause or Without Good Reason.  In the event
that the Corporation terminates the Executive’s employment for Cause or 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 credits on the deferred
amounts, to the extent provided in the plans or programs providing for
deferral;


 


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(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;
and


 


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


 


8.3                                 Termination Without
Cause or for Good Reason.  In the event
the Corporation terminates the Executive’s employment hereunder without Cause
or the Executive terminates his employment for Good Reason, the Executive shall
be entitled to the following payments and benefits:


 


(a)                                  payment of
his Base Salary in effect at the time of termination during the Post-Employment
Period;


 


(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)                                  immediate
pro-rata vesting of any Restricted Shares previously awarded to the Executive
based on the number of months the Executive has worked for the Corporation from
the date of grant as a percentage of the total number of months required for
complete vesting in absence of a termination of employment, and cancellation of
any remaining Restricted Shares not so vested;


 


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


 


(g)                                 continuation
of participation in the Corporation’s group medical, dental and life insurance
plans during the Post-Employment Period 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.


 


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8.4                                 Expiration of Term.


 


8.4.1                        In
the event that the Executive’s employment is terminated by reason of the
expiration of any Term of Employment as a result of the Corporation giving
notice of its intention not to extend any Term of Employment under Section 3
of this Agreement, 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;


 


(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;


 


(f)                                    continuation
of participation in the Corporation’s group medical, dental and life insurance
plans for a period of 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, and


 


(g)                                 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.


 


8.4.2                        In
the event that the Executive’s employment is terminated at the end of the
initial Term of Employment by reason of the Executive giving notice of his
intention not to extend the initial Term of Employment beyond July 25, 2009,
under Section 3 of this Agreement, the Executive shall be entitled
to the following payments and benefits, subject to the conditions set forth in
this Section 8.4.2:


 


(a)                                  payment of
his Base Salary in effect at the time of termination for a period of twelve
(12) months;


 


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


 


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(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;


 


(f)                                    continuation
of participation in the Corporation’s group medical, dental and life insurance
plans during the period in which the Executive is providing consulting services
in accordance with the proviso set forth at the end of this Section 8.4.2
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;
and


 


(g)                                 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;


 


provided, however, that the foregoing
payments and benefits shall not be made unless the Executive: (i) provides the
Corporation with no less than six (6) months prior written notice of his
intention not to renew the initial Term of Employment, (ii) enters into a
consulting agreement that is reasonably satisfactory to the Corporation for a
term of twelve (12) months that requires the Executive to perform up to
twenty-five (25) hours of services per week at the Corporation’s option, (iii)
the Executive complies with the other conditions set forth in this Section 8
and the post-employment obligations set forth in Section 5 and Section
6, and (iv) does not perform services for any other person or entity,
whether as an employee, consultant or independent contractor, or any other
capacity, without the Board’s written approval.


 


8.5                                 Non-Duplication of
Benefit; Set-Offs. 
Notwithstanding the foregoing, nothing in this Agreement shall result in
a duplication of payments or benefits provided under this Section 8,
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.  In addition, in the event
of the Executive’s termination prior to full repayment of any loan obligations
the Executive may owe to the Corporation, any separation payments due under Section
8 will be reduced by the amount outstanding.


 


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8.6                                 Conditions. 
No payments or benefits payable to the Executive upon the termination of
his employment pursuant to this Section 8 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.  In addition, in the event that
the Executive violates any Post-Employment Period obligations set forth in Sections
5 and 6, the Corporation may exercise the options set forth in Section
10.2 below.


 


9.                                       CHANGE
IN CONTROL.


 


9.1                                 Vesting of Stock Options
and Restricted Shares. 
In the
event of a Change in Control, the Options and Restricted Shares and any other
options or restricted shares granted by the Corporation to the Executive shall
vest immediately pro-rata based on the number of months the Executive has
worked for the Corporation from the date of grant as a percentage of the total
number of months otherwise required for complete vesting, unless the vesting
provisions set forth in any agreement pursuant to which the grant was made
provide for greater accelerated vesting rights.


 


9.2                                 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
8 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) three (3) times his Base Salary at the time of the
Change in Control or (ii) three (3) times his Base Salary at the time of
the termination of his employment, three-fifths (3/5) of which shall be paid in
a lump sum upon satisfaction of the conditions set forth in Subsection 8.6
and two-fifths of which shall be paid out in equal bi-weekly installments over
a period of twelve (12) months;


 


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


 


(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 until the earlier
of twenty-four (24) months from the date of termination 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.


 


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9.3                                 Termination by Executive
without Good Reason After a Change in Control.  If the Executive terminates his employment without
Good Reason after the first (1st) anniversary of a Change in Control
but within ninety (90) days following such anniversary, the Executive shall be
entitled, in lieu of any other compensation and benefits under Section 8
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) one and one-half (11⁄2) times his Base Salary at the
time of the Change in Control or (ii) one and one-half (11⁄2) times his Base
Salary at the time of the termination of his employment, which shall be paid in
a lump sum upon satisfaction of the conditions set forth in Subsection 8.6;


 


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


 


(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 until the
earlier of eighteen (18) months from the date of termination 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.


 


9.4                                 If any payment or right accruing to the
Executive under this Agreement, 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, the Executive shall have the following
options:


 


(a)                                  having the
Total Payments reduced to the largest amount or greatest right that will result
in no portion of the Total Payment being subject to an excise tax under Section
4999 of the Code or being disallowed as a deduction under Section 280G of the
Code, or


 


(b)                                 receiving
the Total Payments, without reduction, and accepting full responsibility for
the payment of any taxes on the Total Payments (including any applicable excise
taxes) imposed by the Code upon the recipient of the Total Payment;


 


provided,
however, that 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.


 


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10.                                 MISCELLANEOUS.


 


10.1                           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.


 


10.2                           Remedies.


 


10.2.1                  Equitable Remedies. 
The Executive acknowledges and agrees that any breach, violation or
evasion of the terms, conditions and provisions of Sections 5 and 6
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.


 


10.2.2                  Cessation/Reimbursement
of Payments.  If the Executive violates any provision of Sections
5 or 6, 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 Sections 8 or 9, 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
5 or 6.


 


10.3                           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.


 


10.4                           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.


 


10.5                           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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10.6                           Disputes Resolution and
Arbitration.


 


10.6.1                  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.


 


10.6.2.               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.


 


10.7                           Governing Law.  This Agreement, including the validity,
interpretation, construction and performance hereof, shall be governed by and
construed in accordance with the laws of the State of Delaware, as the state of
the Corporation’s incorporation, not withstanding any conflict of law
principles, and without regard to the place of execution or performance of
employment duties, or residence of the parties.


 


10.8                           Entire Agreement.  Unless expressly provided to the contrary herein, this
Agreement contains the entire agreement and understanding between the Parties
and supersedes all prior agreements and understandings, oral or written.  In the event of any discrepancy or conflict
between the terms and conditions of this Agreement and the terms and conditions
of any other agreement between the Corporation and the Executive referred to or
provided for herein, the terms and conditions of this Agreement shall prevail.  No modification or termination of this
Agreement shall be valid unless in writing and signed by both Parties.


 


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


 


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


 


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IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement as of the     day
of October, 2004.


 


	
  INAMED CORPORATION 

  	
  EXECUTIVE 

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James E. Bolin

  	
   

  	
  /s/ Nicholas L. Teti

  	
   

  
	
  Title: Member of the Board of Directors 

  	
  Nicholas L. Teti

  
	
   

  	
   

  
	
  Address: 

  	
  Address:

  
	
  5540 Ekwill Street, Suite D 

  	
   2809 Holly Road 

  
	
  Santa Barbara, California 93111 

  	
  Santa Barbara, California 93105

  
	
   

  	
   

  
	
  Date: 

  	
   October 29, 2004

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
   October 29, 2004

  	
   

  
									



 


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