Exhibit 10.6
RETENTION PLAN AGREEMENT FOR VICE
PRESIDENTS
November 10, 2008
David J. McIlhenny
[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 Dave,
In connection with your position as
Senior Vice President of Operations for 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. 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 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. Yo
