Exhibit 10.64


 


2005 FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT


 


WHEREAS,
Nicholas L. Teti (“Executive”) is currently employed by Inamed Corporation (the
“Corporation”) as its President, Chief Executive Officer, and Chairman pursuant
to an employment agreement dated October 18, 2004 (the “Agreement”); and


 


WHEREAS, the
Board of Directors of the Company (the “Board”) has determined that certain
recent changes in the Federal income tax laws enacted as part of the American
Jobs Creation Act of 2004 could adversely impact the benefits the Company
intended to confer on the Executive under the Agreement; and


 


WHEREAS, the
Board has determined that the Agreement must be amended to address these legal
changes, effective as of December 14, 2005.


 


Accordingly, the parties agree
as follows:


 


1.                                       Article 8 of the Agreement is amended by the addition of the following
new Section 8.7:


 


Notwithstanding
the foregoing, the Company shall have the authority to delay the payment of any
such amount payable under Sections 8.3 and 8.4 to the extent it deems necessary
or appropriate to comply with Section 409A(a)(2)(B)(i) of the Code (relating to
payments made to certain “key employees” of certain publicly-traded companies)
and in such event, any such amounts to which the Executive would otherwise be
entitled during the six (6) month period immediately following the Executive’s
separation from service will be paid on the first business day following the
expiration of such six (6) month period.


 


2.                                       Section 9.2 of the Agreement is restated in its entirety to read as
follows:


 


Change in Control Payments.  In the event of a Change in Control,
Executive shall be entitled, in lieu of any other compensation and benefits
whatsoever under Section 8 or otherwise and regardless of whether his employment
with the Corporation terminates, to:


(a)                                  an amount equal to
three (3) times his annual Base Salary at the time of the Change in Control,
which shall be paid out in a single lump-sum payment; and


(b)                                 any annual bonus and
other incentive compensation payments awarded but not yet paid as of the date
of the Change in Control.


 


3.                                       Section 9.3 of the Agreement is amended by deleting subsection (b) in
its entirety.


 


4.                                       Article 9 of the Agreement is hereby amended by the addition of the
following new Section 9.4; the subsequent sections within Article 9 shall be
renumbered accordingly.


 


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


(c)                                  continuation
of participation in the Corporation’s group medical, dental and life insurance
plans according to the terms and provisions of such plans and programs during
the Post-Employment Period for up to twenty-four (24) 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.


 


Except as otherwise provided in
this 2005 First Amendment, the Agreement is hereby ratified and confirmed in
all respects.  This 2005 First Amendment
shall be effective as of December 14, 2005.


 


	
  INAMED CORPORATION:

  	
   

  	
  NICHOLAS L. TETI:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Joseph A. Newcomb

  	
   

  	
   

  	
  /s/ Nicholas L. Teti

  	
   

  
	
  Joseph A. Newcomb

  	
   

  	
  Nicholas L. Teti

  
	
  Executive Vice President,
  Secretary and General Counsel

  	
   

  	
  Chairman, President &
  Chief Executive 

  Officer

  
	
   

  	
   

  	
   

  
	
  Date: December 14, 2005

  	
   

  	
  Date: December 14, 2005