DAYS;
AND (C) IS ADVISED BY THE COMPANY THAT HE SHOULD CONSULT WITH HIS PERSONAL
ATTORNEY BEFORE DECIDING WHETHER TO ACCEPT THIS AGREEMENT.
THE EXECUTIVE'S
SIGNATURE TO THIS AGREEMENT SIGNIFIES THAT THIS SECTION 13 HAS BEEN COMPLIED
WITH, AND THAT IF THIS AGREEMENT IS SIGNED BY THE EXECUTIVE BEFORE THE
EXPIRATION OF THE 21-DAY CONSIDERATION PERIOD, THE EXECUTIVE IS VOLUNTARILY
WAIVING HIS RIGHT TO CONSIDER THE AGREEMENT FOR THE ENTIRE 21-DAY PERIOD.
THE
PARTIES RECOGNIZE THAT THE EXECUTIVE SHALL HAVE SEVEN DAYS AFTER THE EXECUTIVE
RETURNS A SIGNED COPY OF THIS AGREEMENT TO REVOKE THE AGREEMENT BY
SUBMITTING A SIGNED REVOCATION NOTICE TO THE COMPANY.
UPON THE EXPIRATION OF
THAT SEVEN DAY PERIOD; PROVIDED THE EXECUTIVE HAS NOT REVOKED THIS AGREEMENT,
THIS AGREEMENT SHALL BECOME EFFECTIVE (THE "EFFECTIVE DATE").
14.
CONSTRUCTION.
CAPTIONS ARE INSERTED HEREIN FOR CONVENIENCE, DO
NOT CONSTITUTE A PART OF THIS AGREEMENT AND SHALL NOT BE ADMISSIBLE FOR THE
PURPOSES OF PROVING THE INTENT OF THE PARTIES.
THIS AGREEMENT MAY BE EXECUTED
IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL.
15.
SEVERABILITY.
SHOULD ANY PROVISION OF THIS AGREEMENT BE DECLARED
AND/OR DETERMINED BY ANY COURT TO BE ILLEGAL OR INVALID, THE VALIDITY OF THE
REMAINING PARTS, TERMS OR PROVISIONS SHALL NOT BE AFFECTED.
NOTICE.
ALL NOTICES CONTEMPLATED BY THIS AGREEMENT SHALL BE SENT TO EACH OF THE
PARTIES AS FOLLOWS:
To:
Richard W. Hunt
7530 Damascus Road
Laytonsville, Maryland 20882
To:
Osiris Therapeutics, Inc.
7015 Albert Einstein Drive
Columbia, Maryland 21046
Attention: President
Unless otherwise specified herein, any Notice shall be deemed received (i) on
the date delivered, if by hand; or (ii) one business day after deposit with
FedEx or other overnight courier.
A party may, by Notice given as aforesaid,
change the person or persons and/or address or addresses for its Notices;
provided, however, that a Notice of a change of addressee or address shall only
be effective upon receipt.
16.
PUBLIC DISCLOSURE.
THE COMPANY AND THE EXECUTIVE SHALL PROVIDE
EACH OTHER WITH A REASONABLE OPPORTUNITY TO REVIEW AND PROVIDE COMMENTS TO ANY
PRESS RELEASE OR OTHER PUBLIC DISCLOSURE MADE BY THE COMPANY OR BY THE EXECUTIVE
OR A FUTURE EMPLOYER OF THE EXECUTIVE RELATED TO THIS AGREEMENT OR TO THE
EMPLOYMENT RELATIONSHIP BETWEEN THE COMPANY AND THE EXECUTIVE.
17.
BINDING EFFECT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND
BE BINDING UPON THE PARTIES AND THEIR RESPECTIVE EXECUTORS, ADMINISTRATORS,
PERSONAL REPRESENTATIVES, HEIRS, PREDECESSORS, SUCCESSORS, ASSIGNS, DIRECTORS,
AGENTS, EMPLOYEES, TRUSTEES AND AFFILIATES FOREVER.
18.
ENTIRE AGREEMENT.
THIS AGREEMENT, ALONG WITH ITS EXHIBITS AND THE
OTHER DOCUMENTS REFERRED TO IN THIS AGREEMENT, CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE TERMINATION OF EXECUTIVE'S EMPLOYMENT
AND HIS SEVERANCE PAY AND BENEFITS AND SUPERSEDES ANY PRIOR OR CONTEMPORANEOUS
WRITTEN OR ORAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT THERETO, INCLUDING
THE EMPLOYMENT AGREEMENT.
EACH OF THE PARTIES AGREES AND ACKNOWLEDGES THAT IN
DECIDING TO ENTER INTO THIS AGREEMENT HE OR IT IS NOT RELYING ON ANY STATEMENTS,
REPRESENTATIONS, OR