Name and Principal Position

2019Base Salary

2019 TargetBonusasPercentage of

BaseSalary

/p>

Stock Option Award2

2019 PerformanceStock Unit

Award

/p>

2019 RestrictedStock Unit

Award

/p>

Karen Zaderej

CEO, President

& Chairman

$

605,000

59,700shares

60,100Units

17,600Units

Peter Mariani

CFO

$

390,100

41,800shares

10,100Units

10,500Units

Jon Gingrich

$

325,100

—

—

—

Chief Commercial

Officer

Gregory G. Freitag

General Counsel

$

266,800

18,500shares

7,000Units

4,600Units

1.

Upon recommendation of theCompensation Committee the Board established a bonus award plan for the Company’s officers (the “2019Bonus Award Plan”), including the Executive Officers, based upon the Company meeting certain established corporate key objectives (the “Key Objectives”) and a final determination by the Board, in its sole discretion, that a bonus granted to a Company officer is appropriate based upon the Company’s 2019performance. The Key Objectives: (1) relate to revenue and certain operationalgoals; (2) have established thresholds and target levels; and (3) are weighted and measured separately in terms of actual level of attainment. The amount of any such bonus for aneligibleofficer is based upon an assigned percentage of such officer’s 2019 basesalary.

2.

Stock option awards were granted to Company officers, including certainExecutive Officers.The stock option awards were in the form of incentive stock options and were granted to the AxoGen, Inc.2010 Stock Incentive Plan, as amended (the “Plan”). All of the granted options have a ten-year term and an exercise price of $19.17 per share of common stock, par value $0.01 per share (the “Common Stock”), underlying the options, which was the closing price of the Common Stock as reported on the NASDAQ Capital Market on December 27, 2018, the date on which the Board approved such grants, and vest as to 50% of the shares subject to the option on the second anniversary of the grant date, and as to the remaining 50% of the shares subject to the option in 12.5% increments every six months thereafter until fully vested on December 27,2022.

3.

2019 performance stockunits were granted to Company officers, including certainExecutive Officers (the “PSU Agreements”). The performance stock unit awards were in the form of performance-based restricted stock units (the “Units”) and were granted to the Plan. Each Unit represents the Company’s commitment to issue one share of Common Stock (each such share of Common Stock, the “Share”) at a future date, subject to certain eligibility, performance, vesting and other conditions set forth in the Plan and PSU Agreements. For each of Ms. Zaderej, Mr. Mariani and Mr. Freitag, by February 15,2021, the Compensation Committee of the Board will review the Company’s gross revenue for the fiscal year ending December 31, 2020. Upon such review and based upon revenue performance criteria in each PSU Agreement, a determination of the number of Shares that may be issued to the PSU Agreements will be made, which amount could range between zero to 150% of the Units granted.Once the number of Shares has been determined, 33.33% will vest on each of February 15, 2021 and February 15, 2022 and 33.34% will vest on February 15, 2023, provided that the particular Executive Officer has been continuously employed through each vesting date as to the particular number of Shares vesting. In the event of a “Change in Control” (as defined in each PSU Agreement), prior to the end of the Performance Period (as defined in each PSU Agreement), Shares shall be issued based on the greater of: (i) the Target Performance Units which are those reflected in the table; or (ii) the expected performance as determined by the Compensation Committee in its sole discretion prior to the consummation of the Change in Control, and all such Units will become fully-vested.In the event of a Change of Control after the Performance Period any Units that have been deemed to be issued and have not yet vested will become fully-vested.

4.

2019 restricted stock units were granted to Company officers, including certain Executive Officers (the “RSU Agreements”).The restricted stock unit awards were in the form of retention-based restricted stock units (the “Units”) and were granted to the Plan and form of RSU Agreements.Each Unit represents the Company’s commitment to issue one Share of Common Stock at a future date, subject to certain eligibility, vesting and other conditions set forth in the Plan and RSU Agreements.