Common use of Change in Control Agreement Clause in Contracts

Change in Control Agreement. Your Change in Control Agreement with the Company, dated as of September 8, 2002 shall terminate as of the Termination Date. If you have any questions regarding the details in this letter or the Release, please contact ▇▇▇▇▇▇▇ ▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇. The Company wishes you great success in your future endeavors. OSTEOTECH, INC. By: /s/ ▇▇▇ ▇▇▇▇▇-Akyaw ------------------------------------ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ Its: President and Chief Operating Officer EXHIBIT A--GENERAL RELEASE In exchange for the benefits provided to me pursuant to the letter from Osteotech Inc. ("Osteotech") to me dated November 29, 2005 (the "Termination Letter"), the Consulting Agreement (the "Consulting Agreement") referred to in the Termination Letter, the extension of the exercise period for my outstanding Osteotech stock options provided to me in the Termination Letter and Osteotech's execution of a release in favor of me, for myself, my heirs, administrators, executors, representatives and/or assigns, I hereby voluntarily discharge and release Osteotech and its affiliates, parent and subsidiary companies, officers, directors, employees, agents, representatives, successors and assigns (collectively the "Osteotech Releasees") from any and all claims or liabilities of any kind or description, known or unknown, suspected or unsuspected, fixed or contingent, which I ever had, now have or hereafter may have against each or any of the Osteotech Releasees by reason of any matter whatsoever arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. This release of claims specifically includes, but is not limited to, any claim of discrimination, including any claim arising under, or based upon, the Age Discrimination in Employment Act (or the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the New Jersey Conscientious Employee Protection Act and/or the New Jersey Law Against Discrimination, and any and all contract, quasi-contract, estoppel, tort or statutory claims under federal, state or local law arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. Notwithstanding anything to the contrary in this General Release, this General Release does not release the Company from the performance of its obligations under the Termination Letter or the Consulting Agreement. I acknowledge and agree that I have been given at least twenty-one (21) days to consider this General Release. I further acknowledge and agree that I may cancel or revoke this General Release within seven (7) days after signing it. To be effective, any notice of cancellation or revocation must be in writing and delivered either by hand or mail within such seven (7) day period to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇ at Osteotech. If delivered by mail, the notice of cancellation or revocation must be (a) post-marked within the seven (7) day period; (b) properly addressed to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Osteotech, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇, Eatontown, New Jersey 07724; and (c) sent by certified mail, return receipt requested. If I do not deliver a letter revoking this General Release, then this General Release shall become effective upon the expiration of the seventh (7th) day after I executed this General Release (the "Effective Date"). I acknowledge and agree that, if I exercise my right of cancellation or revocation, Osteotech shall be relieved of all its obligations undertaken in the Consulting Agreement and Termination Letter. I acknowledge and agree that I fully understand this General Release, that I was advised by Osteotech of my right to consult with independent counsel of my choice before signing it, and that I am signing it voluntarily. In addition, by executing this General Release, I acknowledge the terms of my separation from the Company and agree to accept the terms of the Termination Letter.

Change in Control Agreement. Your Change in Control Agreement with Waiver and Release I, Stephen A. Wakefield, understand that I am entitled to receive the Company, dated as of September 8, 2002 shall terminate as of the Termination Date. If you have any questions regarding the details in this letter or the Release, please contact ▇▇▇▇▇▇▇ ▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇. The Company wishes you great success in your future endeavors. OSTEOTECH, INC. By: /s/ ▇▇▇ ▇▇▇▇▇-Akyaw ------------------------------------ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ Its: President and Chief Operating Officer EXHIBIT A--GENERAL RELEASE In exchange for the benefits provided to me pursuant to the letter from Osteotech Inc. ("Osteotech") to me dated November 29, 2005 (the "Termination Letter"), the Consulting Agreement (the "Consulting Agreement") referred to in the Termination Letter, the extension of the exercise period for my outstanding Osteotech stock options provided to me in the Termination Letter and Osteotech's execution of a release in favor of me, for myself, my heirs, administrators, executors, representatives and/or assigns, I hereby voluntarily discharge and release Osteotech and its affiliates, parent and subsidiary companies, officers, directors, employees, agents, representatives, successors and assigns (collectively the "Osteotech Releasees") from any and all claims or liabilities of any kind or description, known or unknown, suspected or unsuspected, fixed or contingent, which I ever had, now have or hereafter may have against each or any of the Osteotech Releasees by reason of any matter whatsoever arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. This release of claims specifically includes, but is not limited to, any claim of discrimination, including any claim arising under, or based upon, the Age Discrimination in Employment Act (or the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the New Jersey Conscientious Employee Protection Act and/or the New Jersey Law Against Discrimination, and any and all contract, quasi-contract, estoppel, tort or statutory claims under federal, state or local law arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. Notwithstanding anything to the contrary in this General Release, this General Release does not release the Company from the performance of its obligations under the Termination Letter or the Consulting Agreement. I acknowledge and agree that I have been given at least twenty-one (21) days to consider this General Release. I further acknowledge and agree that I may cancel or revoke this General Release within seven (7) days after signing it. To be effective, any notice of cancellation or revocation must be in writing and delivered either by hand or mail within such seven (7) day period to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇ at Osteotech. If delivered by mail, the notice of cancellation or revocation must be (a) post-marked within the seven (7) day period; (b) properly addressed to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, OsteotechInc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇Southern Company Services, EatontownInc., New Jersey 07724Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company and/or any of its direct or indirect subsidiaries; however, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. In signing this Waiver, I realize that I am waiving and releasing, among other things, any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company. I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver, including my attorney, and my accountant or tax advisor. Prior to signing this Waiver, I have been given the opportunity and sufficient time to seek such advice, and I fully understand the meaning and contents of this Waiver. I understand that I may take up to twenty-one (c21) sent by certified mailcalendar days to consider whether or not I desire to enter this Waiver. I was not coerced, return receipt requestedthreatened or otherwise forced to sign this Waiver. I have made my choice to sign this Waiver voluntarily and of my own free will. I understand that I may revoke this Waiver at any time during the seven (7) calendar day period after I sign and deliver this Waiver to the Company. If I revoke this Waiver, I must do so in writing delivered to the Company. I understand that this Waiver is not deliver a letter revoking effective until the expiration of this General Release, then this General Release shall become effective seven (7) calendar day revocation period. I understand that upon the expiration of the seventh such seven (7th7) calendar day after I executed revocation period this General Release (the "Effective Date")entire Waiver will be binding upon me and will be irrevocable. I acknowledge and agree that, if I exercise my right of cancellation or revocation, Osteotech shall be relieved of all its obligations undertaken in the Consulting Agreement and Termination Letter. I acknowledge and agree understand that I fully understand by signing this General Release, that I was advised by Osteotech of my right to consult with independent counsel of my choice before signing it, and that Waiver I am signing it voluntarily. In addition, by executing this General Release, giving up rights I acknowledge the terms of my separation from the Company and agree to accept the terms of the Termination Lettermay have.

Change in Control Agreement. Your Change in Control Agreement with the CompanyWaiver and Release I, dated as of September 8, 2002 shall terminate as of the Termination Date. If you have any questions regarding the details in this letter or the Release, please contact W. ▇▇▇▇▇▇▇ ▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇. The Company wishes you great success in your future endeavors. OSTEOTECH, INC. By: /s/ ▇▇▇ ▇▇▇▇▇-Akyaw ------------------------------------ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ Its: President and Chief Operating Officer EXHIBIT A--GENERAL RELEASE In exchange for the benefits provided to me pursuant to the letter from Osteotech Inc. ("Osteotech") to me dated November 29, 2005 (the "Termination Letter"), the Consulting Agreement (the "Consulting Agreement") referred to in the Termination Letter, the extension of the exercise period for my outstanding Osteotech stock options provided to me in the Termination Letter and Osteotech's execution of a release in favor of me, for myself, my heirs, administrators, executors, representatives and/or assigns, I hereby voluntarily discharge and release Osteotech and its affiliates, parent and subsidiary companies, officers, directors, employees, agents, representatives, successors and assigns (collectively the "Osteotech Releasees") from any and all claims or liabilities of any kind or description, known or unknown, suspected or unsuspected, fixed or contingent, which I ever had, now have or hereafter may have against each or any of the Osteotech Releasees by reason of any matter whatsoever arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. This release of claims specifically includes, but is not limited to, any claim of discrimination, including any claim arising under, or based upon, the Age Discrimination in Employment Act (or the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the New Jersey Conscientious Employee Protection Act and/or the New Jersey Law Against Discrimination, and any and all contract, quasi-contract, estoppel, tort or statutory claims under federal, state or local law arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. Notwithstanding anything to the contrary in this General Release, this General Release does not release the Company from the performance of its obligations under the Termination Letter or the Consulting Agreement. I acknowledge and agree that I have been given at least twenty-one (21) days to consider this General Release. I further acknowledge and agree that I may cancel or revoke this General Release within seven (7) days after signing it. To be effective, any notice of cancellation or revocation must be in writing and delivered either by hand or mail within such seven (7) day period to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇ at Osteotech. If delivered by mail, the notice of cancellation or revocation must be (a) post-marked within the seven (7) day period; (b) properly addressed to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Osteotech, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇, Eatontownunderstand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, New Jersey 07724Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc., Southern Energy, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company and/or any of its direct or indirect subsidiaries; however, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. In signing this Waiver, I realize that I am waiving and releasing, among other things, any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company. I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver, including my attorney, and my accountant or tax advisor. Prior to signing this Waiver, I have been given the opportunity and sufficient time to seek such advice, and I fully understand the meaning and contents of this Waiver. I understand that I may take up to twenty-one (c21) sent by certified mailcalendar days to consider whether or not I desire to enter this Waiver. I was not coerced, return receipt requestedthreatened or otherwise forced to sign this Waiver. I have made my choice to sign this Waiver voluntarily and of my own free will. I understand that I may revoke this Waiver at any time during the seven (7) calendar day period after I sign and deliver this Waiver to the Company. If I revoke this Waiver, I must do so in writing delivered to the Company. I understand that this Waiver is not deliver a letter revoking effective until the expiration of this General Release, then this General Release shall become effective seven (7) calendar day revocation period. I understand that upon the expiration of the seventh such seven (7th7) calendar day after I executed revocation period this General Release (the "Effective Date")entire Waiver will be binding upon me and will be irrevocable. I acknowledge and agree that, if I exercise my right of cancellation or revocation, Osteotech shall be relieved of all its obligations undertaken in the Consulting Agreement and Termination Letter. I acknowledge and agree understand that I fully understand by signing this General Release, that I was advised by Osteotech of my right to consult with independent counsel of my choice before signing it, and that Waiver I am signing it voluntarily. In addition, by executing this General Release, giving up rights I acknowledge the terms of my separation from the Company and agree to accept the terms of the Termination Lettermay have.

Change in Control Agreement. Your Change in Control Agreement with the CompanyWaiver and Release I, dated as of September 8, 2002 shall terminate as of the Termination Date. If you have any questions regarding the details in this letter or the Release, please contact ▇▇▇▇▇▇▇ ▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇. The Company wishes you great success in your future endeavors. OSTEOTECH, INC. By: /s/ ▇▇▇ ▇▇▇▇▇-Akyaw ------------------------------------ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ Its: President and Chief Operating Officer EXHIBIT A--GENERAL RELEASE In exchange for , understand that I am entitled to receive the severance benefits provided to me pursuant to described in Section 2 of the letter from Osteotech Inc. ("Osteotech") to me dated November 29, 2005 (the "Termination Letter"), the Consulting Change in Control Agreement (the "Consulting Agreement") referred to if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in the Termination Letterexcess of those I would have received from The Southern Company and Southern Company Services, Inc. (collectively, the extension of the exercise period for my outstanding Osteotech stock options provided to me in the Termination Letter and Osteotech's execution of a release in favor of me, for myself, my heirs, administrators, executors, representatives and/or assigns, I hereby voluntarily discharge and release Osteotech and its affiliates, parent and subsidiary companies, officers, directors, employees, agents, representatives, successors and assigns (collectively the "Osteotech ReleaseesCompany") from any and all claims or liabilities of any kind or description, known or unknown, suspected or unsuspected, fixed or contingent, which if I ever had, now have or hereafter had not elected to sign this Waiver. I recognize that I may have a claim against each or any the Company under the Civil Rights Act of the Osteotech Releasees by reason of any matter whatsoever arising out of or resulting from my employment at Osteotech 1964 and the termination of my employment at Osteotech. This release of claims specifically includes, but is not limited to, any claim of discrimination, including any claim arising under, or based upon1991, the Age Discrimination in Employment Act (or Act, the Older Workers Benefit Protection Act), Title VII of the Civil Rights Rehabilitation Act of 19641973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act, the New Jersey Conscientious Employee Protection Act and/or the New Jersey Law Against Discrimination, and any and all contract, quasi-contract, estoppel, tort or statutory claims under other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or local law arising unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc., Southern Energy, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of or resulting from my employment at Osteotech and events occurring after the termination execution date of my employment at Osteotechthis Waiver. Notwithstanding anything In further exchange for the benefits I elect to the contrary in this General Releasereceive, this General Release does not release the Company from the performance of its obligations under the Termination Letter or the Consulting Agreement. I acknowledge understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company and/or any of its direct or indirect subsidiaries; however, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. In signing this Waiver, I realize that I am waiving and releasing, among other things, any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company. I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver, including my attorney, and my accountant or tax advisor. Prior to signing this Waiver, I have been given at least the opportunity and sufficient time to seek such advice, and I fully understand the meaning and contents of this Waiver. I understand that I may take up to twenty-one (21) calendar days to consider whether or not I desire to enter this General ReleaseWaiver. I further acknowledge was not coerced, threatened or otherwise forced to sign this Waiver. I have made my choice to sign this Waiver voluntarily and agree of my own free will. I understand that I may cancel or revoke this General Release within Waiver at any time during the seven (7) days calendar day period after signing itI sign and deliver this Waiver to the Company. To be effectiveIf I revoke this Waiver, any notice of cancellation or revocation I must be do so in writing and delivered either by hand or mail within to the Company. I understand that this Waiver is not effective until the expiration of this seven (7) calendar day revocation period. I understand that upon the expiration of such seven (7) calendar day revocation period to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇ at Osteotech. If delivered by mail, the notice of cancellation or revocation must this entire Waiver will be (a) post-marked within the seven (7) day period; (b) properly addressed to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Osteotech, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇, Eatontown, New Jersey 07724; binding upon me and (c) sent by certified mail, return receipt requested. If I do not deliver a letter revoking this General Release, then this General Release shall become effective upon the expiration of the seventh (7th) day after I executed this General Release (the "Effective Date")will be irrevocable. I acknowledge and agree that, if I exercise my right of cancellation or revocation, Osteotech shall be relieved of all its obligations undertaken in the Consulting Agreement and Termination Letter. I acknowledge and agree understand that I fully understand by signing this General Release, that I was advised by Osteotech of my right to consult with independent counsel of my choice before signing it, and that Waiver I am signing it voluntarily. In addition, by executing this General Release, giving up rights I acknowledge the terms of my separation from the Company and agree to accept the terms of the Termination Lettermay have.

Change in Control Agreement. Your Change in Control Agreement with the CompanyWaiver and Release I, dated as of September 8W. Lawrence Westbrook, 2002 shall terminate as of the Termination Date. If you have any questions regarding the details in this letter or the Release, please contact ▇▇▇▇▇▇▇ ▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇. The Company wishes you great success in your future endeavors. OSTEOTECH, INC. By: /s/ ▇▇▇ ▇▇▇▇▇-Akyaw ------------------------------------ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ Its: President and Chief Operating Officer EXHIBIT A--GENERAL RELEASE In exchange for the benefits provided to me pursuant to the letter from Osteotech Inc. ("Osteotech") to me dated November 29, 2005 (the "Termination Letter"), the Consulting Agreement (the "Consulting Agreement") referred to in the Termination Letter, the extension of the exercise period for my outstanding Osteotech stock options provided to me in the Termination Letter and Osteotech's execution of a release in favor of me, for myself, my heirs, administrators, executors, representatives and/or assigns, I hereby voluntarily discharge and release Osteotech and its affiliates, parent and subsidiary companies, officers, directors, employees, agents, representatives, successors and assigns (collectively the "Osteotech Releasees") from any and all claims or liabilities of any kind or description, known or unknown, suspected or unsuspected, fixed or contingent, which I ever had, now have or hereafter may have against each or any of the Osteotech Releasees by reason of any matter whatsoever arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. This release of claims specifically includes, but is not limited to, any claim of discrimination, including any claim arising under, or based upon, the Age Discrimination in Employment Act (or the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the New Jersey Conscientious Employee Protection Act and/or the New Jersey Law Against Discrimination, and any and all contract, quasi-contract, estoppel, tort or statutory claims under federal, state or local law arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. Notwithstanding anything to the contrary in this General Release, this General Release does not release the Company from the performance of its obligations under the Termination Letter or the Consulting Agreement. I acknowledge and agree understand that I have been given at least twenty-one (21) days am entitled to consider this General Release. I further acknowledge and agree that I may cancel or revoke this General Release within seven (7) days after signing it. To be effective, any notice of cancellation or revocation must be in writing and delivered either by hand or mail within such seven (7) day period to Mr. receive the s▇▇▇▇▇▇▇ ▇▇▇▇▇ at Osteotech. If delivered by mail, the notice of cancellation or revocation must be (a) post-marked within the seven (7) day period; (b) properly addressed to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, OsteotechInc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇Southern Company Services, EatontownInc., New Jersey 07724Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, which is sponsored by or adopted by the Company and/or any of its direct or indirect subsidiaries; however, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. In signing this Waiver, I realize that I am waiving and releasing, among other things, any claims to benefits under any and all bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by the Company. I have been encouraged and advised in writing to seek advice from anyone of my choosing regarding this Waiver, including my attorney, and my accountant or tax advisor. Prior to signing this Waiver, I have been given the opportunity and sufficient time to seek such advice, and I fully understand the meaning and contents of this Waiver. I understand that I may take up to twenty-one (c21) sent by certified mailcalendar days to consider whether or not I desire to enter this Waiver. I was not coerced, return receipt requestedthreatened or otherwise forced to sign this Waiver. I have made my choice to sign this Waiver voluntarily and of my own free will. I understand that I may revoke this Waiver at any time during the seven (7) calendar day period after I sign and deliver this Waiver to the Company. If I revoke this Waiver, I must do so in writing delivered to the Company. I understand that this Waiver is not deliver a letter revoking effective until the expiration of this General Release, then this General Release shall become effective seven (7) calendar day revocation period. I understand that upon the expiration of the seventh such seven (7th7) calendar day after I executed revocation period this General Release (the "Effective Date")entire Waiver will be binding upon me and will be irrevocable. I acknowledge and agree that, if I exercise my right of cancellation or revocation, Osteotech shall be relieved of all its obligations undertaken in the Consulting Agreement and Termination Letter. I acknowledge and agree understand that I fully understand by signing this General Release, that I was advised by Osteotech of my right to consult with independent counsel of my choice before signing it, and that Waiver I am signing it voluntarily. In addition, by executing this General Release, giving up rights I acknowledge the terms of my separation from the Company and agree to accept the terms of the Termination Lettermay have.

Change in Control Agreement. Your Change in Control Agreement with the CompanyWaiver and Release I, dated as of September 8Michael D. Garrett, 2002 shall terminate as of the Termination Date. If you have any questions regarding the details in this letter or the Release, please contact ▇▇▇▇▇▇▇ ▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇. The Company wishes you great success in your future endeavors. OSTEOTECH, INC. By: /s/ ▇▇▇ ▇▇▇▇▇-Akyaw ------------------------------------ ▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ Its: President and Chief Operating Officer EXHIBIT A--GENERAL RELEASE In exchange for the benefits provided to me pursuant to the letter from Osteotech Inc. ("Osteotech") to me dated November 29, 2005 (the "Termination Letter"), the Consulting Agreement (the "Consulting Agreement") referred to in the Termination Letter, the extension of the exercise period for my outstanding Osteotech stock options provided to me in the Termination Letter and Osteotech's execution of a release in favor of me, for myself, my heirs, administrators, executors, representatives and/or assigns, I hereby voluntarily discharge and release Osteotech and its affiliates, parent and subsidiary companies, officers, directors, employees, agents, representatives, successors and assigns (collectively the "Osteotech Releasees") from any and all claims or liabilities of any kind or description, known or unknown, suspected or unsuspected, fixed or contingent, which I ever had, now have or hereafter may have against each or any of the Osteotech Releasees by reason of any matter whatsoever arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. This release of claims specifically includes, but is not limited to, any claim of discrimination, including any claim arising under, or based upon, the Age Discrimination in Employment Act (or the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the New Jersey Conscientious Employee Protection Act and/or the New Jersey Law Against Discrimination, and any and all contract, quasi-contract, estoppel, tort or statutory claims under federal, state or local law arising out of or resulting from my employment at Osteotech and the termination of my employment at Osteotech. Notwithstanding anything to the contrary in this General Release, this General Release does not release the Company from the performance of its obligations under the Termination Letter or the Consulting Agreement. I acknowledge and agree understand that I have been given at least twenty-one (21) days am entitled to consider this General Release. I further acknowledge and agree that I may cancel or revoke this General Release within seven (7) days after signing it. To be effective, any notice of cancellation or revocation must be in writing and delivered either by hand or mail within such seven (7) day period to Mr. receive the s▇▇▇▇▇▇▇ ▇▇▇▇▇ at Osteotech. If delivered by mail, the notice of cancellation or revocation must be (a) post-marked within the seven (7) day period; (b) properly addressed to Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ described in Article II of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Georgia Power Company (collectively, Osteotechthe "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for receiving the severance and welfare benefits under Article II of the Agreement, I hereby voluntarily and irrevocably waive, release, dismiss with prejudice, and withdraw all claims, complaints, suits or demands of any kind whatsoever (whether known or unknown) which I ever had, may have, or now have against The Southern Company, Southern Company Services, Inc., Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communications Services, Inc. d/b/a Southern LINC, Southern Company Energy Solutions, L.L.C., Southern Nuclear Operating Company, Inc., Southern Telecom, Inc., Southern Company Management Development, Inc., and other current or former subsidiaries or affiliates of The Southern Company and their past, present and future officers, directors, employees, agents, insurers and attorneys (collectively, the "Releasees"), arising from or relating to (directly or indirectly) my employment or the termination of my employment or other events occurred as of the date of execution of this Agreement, including but not limited to: (a) claims for violations of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, 42 U.S.C. ss. 1981, the National Labor Relations Act, the Labor Management Relations Act, Executive Order 11246, Executive Order 11141, the Rehabilitation Act of 1973, the Sarbanes-Oxley Act of 2002 or the Employee Retirement Inc▇▇▇ ▇▇▇▇▇ ▇▇▇, Eatontown, New Jersey 07724; and ▇ ▇ct; (b) claims for violations of any other federal or state statute or regulation or local ordinance; (c) sent claims for lost or unpaid wages, compensation, or benefits, defamation, intentional or negligent infliction of emotional distress, assault, battery, wrongful or constructive discharge, negligent hiring, retention or supervision, fraud, misrepresentation, conversion, tortious interference, breach of contract, or breach of fiduciary duty; (d) claims to benefits under any bonus, severance, workforce reduction, early retirement, outplacement, or any other similar type plan sponsored by certified mailthe Company (except for those plans listed below); or (e) any other claims under state law arising in tort or contract. In signing this Agreement, return receipt requestedI am not releasing any claims that may arise under the terms of this Agreement or which may arise out of events occurring after the date I execute this Agreement. If I do am also not deliver a letter revoking releasing claims to benefits that I am already entitled to receive under The Southern Company Pension Plan, The Southern Company Employee Stock Ownership Plan, The Southern Company Employee Savings Plan, The Southern Company Omnibus Incentive Compensation Plan, The Southern Company Change in Control Benefits Protection Plan or under any workers' compensation laws. However, I understand and acknowledge that nothing herein is intended to or shall be construed to require the Company to institute or continue in effect any particular plan or benefit sponsored by the Company and the Company hereby reserves the right to amend or terminate any of its benefit programs at any time in accordance with the procedures set forth in such plans. Nothing in this General Release, then this General Release Agreement shall become effective upon the expiration prohibit me from engaging in protected activities under applicable law (including protected activities described in Section 211 of the seventh (7thEnergy Reorganization Act) day after I executed this General Release (or from communicating, either voluntarily or otherwise, with any governmental agency concerning any potential violation of the "Effective Date")law. I acknowledge understand and agree thatfor a period of two (2) years after the date I execute this Agreement, if I exercise will regard and treat as strictly confidential all valuable, non-public, competitively sensitive data and information relating to the Releasees' business that is not generally known by or readily available to Releasees' competitors and I will not for any reason, either directly or indirectly, use, sell, lend, lease, distribute, license, transfer, assign, show, disclose, disseminate, reproduce, copy, or otherwise communicate any such information to any third party for my right own benefit or for any purpose, other than in accordance with the express, written instructions of cancellation the Company or revocation, Osteotech shall be relieved of all its obligations undertaken in the Consulting Agreement and Termination LetterReleasees. I acknowledge further understand and agree that I fully understand this General Releasewill regard and treat as strictly confidential all trade secrets of Releasees for as long as such items remain trade secrets under applicable law and I will not for any reason, that either directly or indirectly, use, sell, lend, lease, distribute, license, transfer, assign, show, disclose, disseminate, reproduce, copy, or otherwise communicate any such trade secrets to any third party for my own benefit or for any purpose, other than in accordance with the express, written instructions of the Company or Releasees. I was advised by Osteotech of my right further agree to consult with independent counsel of my choice before signing it, keep confidential and that I am signing it voluntarily. In addition, by executing this General Release, I acknowledge not disclose the terms of this Agreement, including, but not limited to, the benefits under the Agreement, except to my separation from the Company spouse, attorneys or financial advisors (who must be informed of and agree to accept be bound by the terms confidentiality provisions contained in this Agreement before I disclose any information to them about this Agreement), or where such disclosure is required by law. I agree to return to the Company prior to my last day of employment all property of the Termination LetterCompany, including but not limited to data, lists, information, memoranda, documents, identification cards, credit cards, parking cards, keys, computers, fax machines, beepers, phones, and files (including copies thereof). I understand and agree that I will not seek re-employment as an employee, leased employee or independent contractor with the Company or any Southern Company subsidiary or affiliate during the twenty-four (24) month period beginning immediately following my execution of this Agreement.