Exhibit 10.9
FORM OF RETENTION PLAN AGREEMENT
FOR VICE PRESIDENTS
[Date]
[Name and Address]
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RE:
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Payments
in the Event of Your Termination of Employment on a Change of
Control of Orthovita, Inc.
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Dear [Name],
In connection with your position as
of Orthovita, Inc. (the “Company”), the Compensation
Committee to the Board of Directors of the Company has determined
to provide you with a continuation of your base salary in the event
your employment with the Company is terminated in connection with a
“Change of Control” of the Company (as defined in the
Company’s 2007 Omnibus Equity Compensation Plan or any
successor plan thereto (the “Plan”)). Specifically, if
within one year after a Change of Control of the Company,
(a) the Company terminates your employment for any reason
other than pursuant to a “Termination for Cause” (as
defined in the Plan), your disability or death, or (b) you
voluntarily terminate employment with the Company on account of a
“Constructive Termination” (as defined below), you will
receive a series of payments that is equal to your monthly base
salary, as in effect immediately prior to your termination of
employment, for a maximum of twelve (12) months for Vice
Presidents with a guarantee of six (6) months regardless of
when Comparable Employment is obtained subject to the
“Special Adjustment” (as defined below). The payments
will be made in regular payroll installments, beginning within 60
days after your termination date, if you execute and do not revoke
a release of claims as described below. The severance payments will
continue until the earlier of: (a) subject to the six month
guarantee for Vice Presidents, the date on which you start
“Comparable Employment” (as defined below), or
(b) twelve (12) months, subject to the “Special
Adjustment” (as defined below), after your termination of
employment with the Company. Your entitlement to receive the
payments described above will depend upon your execution of the
Company’s standard separation of employment and general
release at the time of your termination of employment.
A “Constructive
Termination” is a termination of your employment at your
initiative after the occurrence of any of the following events
without your consent within one (1) year after a Change of
Control of the Company: (a) a material diminution in your
duties, responsibilities, or authority, (b) a material
reduction in your annual base salary, provided that the Company
shall have been given reasonably detailed written notice that such
an event constituting cause for Constructive Termination has
occurred and the Company shall have been given at least 30 days
opportunity to take remedial action but shall have failed or
refused to do so. You must give the Company written notice within
90 days following the event that constitutes a Constructive
Termination event, and your termination
must occur within one year following such event.
“Comparable Employment” means that you start new
employment with another employer after your termination date that
pays you a salary that is no less than 7