Unassociated Document


    
      
        

      
Exhibit 10.3


      
        SECOND
AMENDMENT
TO

      

      
        EMPLOYMENT
AGREEMENT

      

      
        


      

      
        This
Second Amendment to Employment Agreement (this "Amendment") is entered into this
28th day of November, 2008 (the "Effective Date"), by and between Gerald E.
Bisbee, Jr., Ph.D. ("Executive") and ReGen Biologies, Inc. (the
"Company").

      

      
        


      

      
        WHEREAS,
the Company and Executive are parties to that certain Employment Agreement as
amended effective March 23, 2004 (the "Employment Agreement");
and

      

      
        


      

      
        WHEREAS,
the Company and Executive desire to revise certain provisions of the Employment
Agreement.

      

      
        


      

      
        NOW.
THEREFORE, in consideration of the mutual covenants and obligations set forth in
this Amendment, the Company and the Executive hereby agree that the Employment
Agreement is hereby amended as follows:

      

      
        


      

      
        1.     Section
7(c) is hereby replaced in its entirety with the following:

      

      
        


      

      
        (c)     Material
Change in Responsibilities. Notwithstanding any other provision of this
Agreement, should the Company materially reduce Executive's authority, duties or
responsibilities. Executive shall have thirty (30) days to provide the Company
written notice of his objection to such reduction.  The Company shall
thereafter be afforded thirty (30) days from receipt of such notice to respond
to and cure Executive's objection(s).  Should the Company fail to
restore Executive's authority, duties and responsibilities in full during this
thirty (30) day period, Executive shall be entitled to resign and such
resignation for purposes of salary and benefit continuation, and vesting. shall
be treated as a termination without cause as defined in Section
7(b).

      

      
        


      

      
        2.     Sections
5(d) and 8(c) are hereby deleted.

      

      
        


      

      
        3.     The
following new Section 16 is hereby added:

      

      
        


      

      
        16.     §
409 A Compliance. The parties to this Agreement intend that no benefit
hereunder shall be treated as nonqualified deferred compensation for purposes of
Section 409A of the Internal Revenue Code of 1986, as amended, and agree that
this Agreement shall be so interpreted.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        4.     In
all other respects, the Employment Agreement shall continue in full force and
effect and the parties' rights and obligations shall he governed by the terms of
the Employment Agreement as modified herein. To the extent that any conflict may
exist between any term or provision of this Amendment and any term or provision
of the Employment Agreement, such term or provision of this Amendment shall
control.

      

      
        


      

      
        IN
WITNESS WHEREOF, the parties have executed this Amendment on the Effective Date
set forth above.

      

      
        


      

      
        


      

      
        
          
            
              
                
                  	 
      	 
      	
                          ReGen
      Biologics

                        
	 
      	 
      	 
      
	
                          /s/
      Gerald E. Brisbee, Jr.

                        	 
      	
                          /s/
      Brion D. Umidi

                        
	
                          Gerald
      E. Brisbee, Jr., Ph.D.

                        	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	
                          Brion
      D. Umidi

                        
	 
      	 
      	 
      	 
      
	 
      	 
      	
                          Its:

                        	
                          SVP
      and
CFO