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 January15, 2019, AxoGenInc. (the “Company”) and Jon Gingrich, Chief Commercial Officer, agreed that he will resign from AxoGen Corporation (“AxoGen”), effective February15, 2019 (the “End Date”). In connection with the planned departure, Mr.Gingrich and AxoGen entered into a Separation Agreement and General Release dated January15, 2019 (the “Separation Agreement”). The Separation Agreement provides, among other things:
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Termination Compensation. Mr.Gingrich will receive a separation payment in the amount of $471,395, payable as a lump sum within 30days after the End Date. |
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Options and PSUs. Mr.Gingrich will retain his vested options prior to the End Date issued under a Stock Option Agreement between the Company and Mr.Gingrich to a AxoGen,Inc. Non-Qualified Stock Option Inducement Award Agreement (“Option Agreement”) and the Performance Stock Unit Award Agreement (“PSU”) in accordance with the terms of the Option Agreement and PSU. As of the Separation Date (as defined in the Separation Agreement), Mr.Gingrich has a total of 43,125 vested shares to the Option Agreement with an exercise price of $16.85 per share for which he will have 90days to exercise such shares from the End Date in accordance with the terms of the Option Agreement. The total units that could be granted under the PSU is subject to the final determination by the Company’s Compensation Committee prior to February15, 2019 and Mr.Gingrich will vest as to one third of the total units. |
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Continued Benefits. Mr.Gingrich and his family will be provided continued coverage under AxoGen’s group health benefit plans for a period of 12months following the expiration of coverage under the AxoGen’s health insurance plan. |
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General Release. Mr.Gingrich released 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 and, as condition to receiving the termination compensation and continued benefits, he will execute an additional release to which he will release and discharge the Company and any subsidiaries from any and all claims arising or occurring from the date of his execution of the Separation Agreement through the End Date. |
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Restrictive Covenants. Mr.Gingrich will hold in strict confidence any confidential information related to AxoGen, the Company or any subsidiaries. He will be subject to a oneyear post-employment covenants not to compete and not to solicit employees or clients of AxoGen. Mr.Gingrich also 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 Exhibit10.1 hereto and incorporated by reference herein.
Item 5.02. Financial Statements and Exhibits
(d)Exhibits
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Exhibit No. |
Description |
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10.1 |
Separation Agreement and General Release, dated January 15, 2019, between AxoGen Corporation and Jon Gingrich. |
AxoGen, Inc. Exhibit
EX-10.1 2 axgn-20190115ex10179a2ca.htm EX-10.1 Exhibit 101 Exhibit 10.1 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential Separation Agreement and Release (“Agreement”) is entered into by and between AxoGen Corporation (the “Company”),…
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