AXOGEN, INC. (NASDAQ:AXGN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2019, AxoGen, Inc. (the “Company”)filed a Current Report on Form 8-K announcing the departure of Shawn McCarrey. In connection with the departure, Mr. McCarrey and AxoGen Corporation (“AxoGen”) entered into a Separation Agreement and General Release dated January 18, 2019 (the “Separation Agreement”).The Separation Agreement provides, among other things:
|
· |
Termination Compensation.Mr. McCarrey will receive a separation payment in the amount of $417,000, payable as a lump sum within 60 days after the Separation Date (as defined in the Separation Agreement). |
|
· |
Outplacement Services.Mr. McCarrey will receive outplacement services for a period of one year following the Termination Date (as defined in the Separation Agreement). |
|
· |
Options.Mr. McCarrey will retain his vested options prior to the Termination Date issued to Mr. McCarrey in connection with Stock Option Agreements between Mr. McCarrey and the Company to theAxoGen, Inc. 2010 Incentive Stock Plan(“Option Agreements”) in accordance with the terms of the Option Agreements.As of the Separation Date (as defined in the Separation Agreement), Mr. McCarreyhas a total of 158,000 vested shares to the Option Agreements with exercise pricesranging from$2.86 to $8.95 per share for which he will have 90 days to exercise such shares from the Termination Date in accordance with the terms of the Option Agreements. |
|
· |
Continued Benefits.Mr. McCarreywill be provided continued coverage under AxoGen’s group health benefit plans for a period of 12 months following the expiration of coverage under the AxoGen’s health insurance plan. |
|
· |
General Release. Mr. McCarreyreleased and discharged AxoGen, the Company and any subsidiaries from any and all claims arising or occurring prior to and including the date of his execution of the Separation Agreement. |
|
· |
Restrictive Covenants. Mr. McCarreywill hold in strict confidence any confidential information related to AxoGen, the Company or any subsidiaries. He will be subject to one year post-employment covenants not to compete and not to solicit employees or clients of AxoGen.Mr. McCarreyalso agreed to be subject to a non-disparagement covenant. |
The foregoing summary description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
|
P |
|
|
ExhibitNo. |
Description |
|
10.1 |
Separation Agreement and General Release, dated January 18, 2019, between AxoGen Corporation and Shawn McCarrey. |
AxoGen, Inc. Exhibit
EX-10.1 2 ex-10d1.htm EX-10.1 axgn_Ex10_1 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential Separation Agreement and Release (“Agreement”) is entered into by and between AxoGen Corporation (the “Company”),…
To view the full exhibit click here