Back to top

RE: Payments in the Event of Your Termination of Employment on a Change of Control of Orthovita, Inc. Dear [Name]

Change of Control Agreement

RE:
Payments in the Event of Your Termination of Employment on a Change of Control of Orthovita, Inc. 
Dear [Name] | Document Parties: ORTHOVITA INC You are currently viewing:
This Change of Control Agreement involves

ORTHOVITA INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: RE: Payments in the Event of Your Termination of Employment on a Change of Control of Orthovita, Inc. Dear [Name]
Date: 3/16/2009
Industry: Medical Equipment and Supplies     Sector: Healthcare

RE:
Payments in the Event of Your Termination of Employment on a Change of Control of Orthovita, Inc. 
Dear [Name], Parties: orthovita inc
50 of the Top 250 law firms use our Products every day

Exhibit 10.9

FORM OF RETENTION PLAN AGREEMENT FOR VICE PRESIDENTS

[Date]

[Name and Address]

 

 

RE:

Payments in the Event of Your Termination of Employment on a Change of Control of Orthovita, Inc.

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


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more