1, 2007 THROUGH OCTOBER 31, 2007, DURHAM
WILL PROVIDE CONSULTING SERVICES TO CRDENTIA AS AN INDEPENDENT CONTRACTOR
("CONSULTING PERIOD").
DURING THE CONSULTING PERIOD, DURHAM SHALL, WITH RESPECT
TO ANY REASONABLE REQUEST UPON REASONABLE NOTICE, (I) COOPERATE WITH CRDENTIA IN
THE ORDERLY TRANSFER OF WORK TO OTHER EMPLOYEES, IN THE TRANSISTION PROCESS TO A
NEW CHIEF EXECUTIVE OFFICER, AND WILL COOPERATE WITH CRDENTIA'S REASONABLE
REQUESTS FOR ASSISTANCE, INFORMATION, AND/OR ADVICE, (II) COOPERATE FULLY WITH
CRDENTIA IN ITS INVESTIGATION OR DEFENSE OF ANY ADMINISTRATIVE PROCEEDING,
INVESTIGATION OR LITIGATION WITHOUT REQUIRING A SUBPOENA, BE AVAILABLE TO
PROVIDE INFORMATION AND ANSWER QUESTIONS FROM CRDENTIA OR ITS COUNSEL, AND
APPEAR AS A WITNESS, ALL WITHOUT COMPENSATION (EXCEPT AS PROVIDED IN THE LAST
SENTENCE OF THIS SECTION 7 AND FOR REIMBURSEMENT FOR TRAVEL OR OTHER REASONABLE
EXPENSES INCURRED IN DOING SO), AND (III) COOPERATE FULLY WITH CRDENTIA IN ALL
REASONABLE RESPECTS IN THE POTENTIAL SETTLEMENT OF ANY CLAIMS BY IVOW, INC., OR
ANY OF ITS SHAREHOLDERS OR CREDITORS, AGAINST CRDENTIA (EXCEPT THAT NOTHING
HEREIN SHALL REQUIRE DURHAM TO PAY ANY MONEY OR OTHER CONSIDERATION AS PART OF
ANY SUCH SETTLEMENT, OTHER THAN A MUTUAL RELEASE AND THE RELEASE OF THE SECURITY
INTEREST AS DEFINED AND CONTEMPLATED IN SECTION 13 BELOW).
DURHAM SHALL HAVE NO
AUTHORITY TO REPRESENT OR ACT ON BEHALF OF CRDENTIA DURING OR AFTER THE
CONSULTING PERIOD. WITHIN FIVE (5) BUSINESS DAYS OF MARCH 30, 2007 AND WITHIN
FIVE (5) BUSINESS DAYS OF THE LAST DAY OF EACH MONTH THEREAFTER DURING THE
CONSULTING PERIOD, CRDENTIA WILL WIRE DURHAM THE GROSS SUM OF $31,666.66 OR
SHALL MAKE DIRECT DEPOSIT OF SUCH AMOUNT TO ANY ACCOUNT DESIGNATED BY DURHAM.
IN THE EVENT THAT CRDENTIA BELIEVES THAT DURHAM IS IN BREACH OF ANY OBLIGATION
TO PROVIDE SERVICES UNDER THIS SECTION 7, CRDENITA WILL PROVIDE WRITTEN NOTICE
AND OPPORTUNITY FOR DURHAM TO CURE SUCH BREACH WITHIN SEVEN (7) BUSINESS DAYS.
THE PARTIES AGREE THAT DURHAM IS NOT EXPECTED TO PROVIDE SERVICES DURING THE
CONSULTING PERIOD TO CRDENTIA AT AN ANNUAL RATE THAT IS FIFTY PERCENT OR MORE OF
THE SERVICES RENDERED ON AVERAGE DURING
THE IMMEDIATELY PRECEDING THREE FULL
CALENDAR YEARS.
8.
SEVERANCE.
IN FURTHER CONSIDERATION OF DURHAM SIGNING THIS AGREEMENT,
AND THE COVENANTS AND RELEASES GIVEN HEREIN, WITHIN SEVEN BUSINESS DAYS OF
NOVEMBER 1, 2007, CRDENTIA WILL MAIL DURHAM A CHECK FOR THE GROSS SUM OF
$250,000.04, LESS PAYROLL WITHHOLDINGS.
SUCH PAYMENT WILL BE MADE REGARDLESS OF
WHETHER DURHAM DIES OR BECOMES DISABLED DURING THE CONSULTING PERIOD.
9.
ACKNOWLEDGEMENT OF FULL PAYMENT.
DURHAM ACKNOWLEDGES AND AGREES THAT THE
PAYMENT OF THE AMOUNTS DESCRIBED IN SECTIONS 4, 7 AND 8 SHALL CONSTITUTE FULL
AND COMPLETE SATISFACTION OF ANY AND ALL AMOUNTS PROPERLY DUE AND OWING TO
DURHAM AS A RESULT OF HIS EMPLOYMENT WITH CRDENTIA OR THE TERMINATION OF HIS
EMPLOYMENT.
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10.
VESTED STOCK OPTIONS AND RESTRICTED STOCK.
(A)
NOTHING IN THIS
AGREEMENT, INCLUDING THE MUTUAL RELEASE SET FORTH IN SECTION 18 BELOW, SHALL
AFFECT ANY RIGHTS OR OBLIGATIONS OF THE PARTIES UNDER THE RESTRICTED STOCK