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 45-DAY
CONSIDERATION PERIOD, THE EXECUTIVE IS VOLUNTARILY WAIVING HIS RIGHT TO CONSIDER
THE AGREEMENT FOR THE ENTIRE 45-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.
6
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.
16.
NOTICE.
ALL NOTICES CONTEMPLATED BY THIS AGREEMENT SHALL BE SENT
TO EACH OF THE PARTIES AS FOLLOWS:
To:
Cary J. Claiborne
3056 Seneca Chief Trail
Ellicott City, Maryland
21042
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.
17.
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.
THIS SECTION 18
SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
18.
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.
19.
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 PROMISES OTHER THAN THOSE CONTAINED HEREIN.
THIS AGREEMENT
MAY