Unassociated Document


    
      
        

      
Exhibit 10.5


      
        FIRST AMENDMENT
TO

      

      
        EMPLOYMENT
AGREEMENT

      

      
        


      

      
        This
First Amendment To Employment Agreement (this "Amendment") is entered into this
28th day of November, 2008 (the "Effective Date"), by and between Brion D. Umidi
("Executive") and ReGen Biologies, Inc. (the "Company").

      

      
        


      

      
        WHEREAS,
the Company and Executive are parties to that certain Employment Agreement dated
as of 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
5(b) is hereby replaced in its entirety with the
following:

        

      

      
        


      

      
        (b)     Without
Cause. Notwithstanding any other provision of this Agreement, the Company
may terminate Executive's employment and this Agreement without cause by
providing Executive ninety (90) days advance written notice, provided that in
the event of such termination.  Executive shall be entitled to
exercise vested stock options in accordance with their terms (but with an
extension of twelve (12) months of the period within which such options must be
exercised), a lump sum payment of six (6) months of salary to be paid within
thirty (30) days after termination and continuation of his Company-paid health
and other welfare benefits for six (6) months.  Solely for purposes of
determining the vested percentage of the Executive Grants at the time of such
termination. Executive shall be deemed to have continued employment with the
Company for six (6) months beyond the termination date,

      

      
        


      

      
        2.     Section
5(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
5(b).

      

      
        


      

      
        3.     Sections
5(d) and 6(c) are hereby deleted.

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        4.     The
following new Sections 14 and 15 are hereby added:

      

      
        


      

      
        14.     Offset.   Executive
hereby acknowledges and agrees that in the event that he receives and has the
right to retain any payment pursuant to that certain Escrow Agreement between
the Company and Sun Trust Bank dated June 27, 2008. that such amounts shall be
offset against any obligation of the Company to pay a lump sum cash payment to
Executive pursuant to Sections 5 - 7 of this Agreement.

      

      
        


      

      
        15.     §
409A Compliance. The parties to this Agreement intend that no benefit
hereunder shall be treated as nonqualified deferred compensation for purposes of
Section 409 A of the Internal Revenue Code of 1986. as amended, and agree that
this Agreement shall be so interpreted.

      

      
        


      

      
        5.     In
all other respects, the Employment Agreement shall continue in full force and
effect and the parties' rights and obligations shall be 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/
      Brion D. Umidi

                              	 
      	
                                /s/
      Gerald E. Brisbee, Jr.

                              
	
                                BRION
      D. UMIDI

                              	 
      	 
      	 
      
	 
      	 
      	
                                By:

                              	
                                Gerald
      E. Brisbee, Jr.

                              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                Its:

                              	
                                Chairman
      and
CEO