EXHIBIT 10.28
EXECUTIVE SEVERANCE
AGREEMENT
Executive
Severance Agreement ("Agreement") is made effective as of May 1,
2008 (the "Effective Date"), between Linvatec Corporation d/b/a
CONMED Linvatec, a Florida corporation with its principal place of
business at 11311 Concept Blvd., Largo, Florida 33773, hereinafter
referred to as "Linvatec," and Joseph G. Darling, hereinafter
referred to as "Darling."
RECITALS
WHEREAS, this
Agreement is subject to and shall be effective and binding on
Darling, and shall be binding on Linvatec upon
execution;
WHEREAS,
Linvatec Corporation has offered employment to Darling, and Darling
has accepted such employment subject to the execution of this
Executive Severance Agreement;
In consideration of the promises and of the
mutual covenants contained herein, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto do hereby agree as follows:
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Severance
Obligation . In addition to the terms and
conditions of employment offered to Darling, which terms are set
forth in a separate instrument, Linvatec has agreed to provide
Darling with a Severance Payment, as set forth herein:
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In the event of
(i) a sale of substantially all of the assets of, or a transfer of
substantially all of the stock of, Linvatec (hereinafter referred
to as a “Change of Control”) and (ii) if either (x)
Darling does not retain the title of President and comparable
responsibilities for the eighteen (18) month period following such
Change of Control, or (y) Darling is terminated with or without
cause within eighteen (18) months of such change in control,
provided Darling agrees to stay on as an employee during such
eighteen (18) months, Linvatec or its successors or assigns will
pay to Darling a Severance Payment equal to his salary then in
effect for eighteen (18) months; provided that Darling shall have
provided thirty (30) days prior written notice to the Chief
Executive Officer of Linvatec and the General Counsel of Conmed
Corporation within thirty days of his having been deprived of the
title of President or the comparable responsibilities with Linvatec
then being permitted thirty (30) days to cure, if possible, before
Darling shall be entitled to the payment contemplated herein;
provided further, that if Darling is terminated for misconduct, he
shall be entitled to no Severance Payment.
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In
circumstances not involving a Change in Control, if within two (2)
years of the Effective Date, Linvatec terminates Darling’s
employment without cause, Linvatec or its successors or assigns
will pay to Darling a Severance Payment equal to his salary then in
effect for twelve (12) months; provided that Darling is not
employed with another company; provided further, that if Darling is
terminated for misconduct, he shall be entitled to no Severance
Payment.
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