AGREEMENT, made and entered into as of February 15, 2005, by and between REGENERATION TECHNOLOGIES, INC., a
Delaware corporation (the “Company”), and WILLIAM MELENDEZ (the “Executive”).
WHEREAS, the Company has previously announced it is exploring a range of strategic alternatives to enhance
stockholder value; and
WHEREAS, the Company desires to provide certain incentive opportunities and severance protection to the Executive in
the event the strategic review process leads to a sale of the Company (a “Transaction”—which is defined in numbered
paragraph 7(c) below)).
NOW THEREFORE, the parties agree as follows:
1. Transaction Incentive Opportunity . Executive will be entitled to receive a retention bonus of $70,167 if a Transaction
occurs before December 31, 2005, and (a) Executive’s employment with the Company (or its successor) continues until the date
that is six months following the date on which the Transaction is consummated (the “Closing Date”), or (b) Executive’s
employment is terminated before that date by the Company (or its successor) without “Cause” (as defined below) or by reason
of the Executive’s death. The retention bonus (if any) payable under this Agreement will be payable in the form of a single sum
cash payment immediately following the end of such six-month retention period or, if applicable, upon the earlier death or
termination of Executive’s employment, subject to applicable withholding.
2. Severance Protection . If a Transaction occurs before December 31, 2005, and if, before the second anniversary of the
Closing Date, the Company or any successor entity (the “Employer”) terminates Executive’s employment without Cause or such
employment is terminated by the Executive following the Closing Date for “Good Reason” (as defined below), then, within ten
days following such termination of employment, the Executive will be entitled to receive from the Employer (a) a single sum cash
payment equal to the sum of