RTI SURGICAL, INC. (NASDAQ:RTIX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December4, 2017, RTI Surgical, Inc., (the “Company”) and Camille Farhat (the Company’s President and Chief Executive Officer) entered into the First Amendment to the RTI Surgical, Inc. Stand Alone Restricted Stock Award Agreement #1 (the “Amendment”).
The Amendment revises the vesting conditions for the Company’s common stock, par value $0.001 per share (the “Common Stock”), granted under the Stand Alone Restricted Stock Award Agreement #1 between the Company and Mr. Farhat, dated January26, 2017 (the “Restricted Stock Award”). to the Amendment, certain acceleration conditions contained in the Restricted Stock Award are deleted and 425,000 shares of restricted Common Stock vested on December4, 2017 (the “Vested Grant”). If Mr. Farhat voluntarily leaves the employment of the Company (other than for “Good Reason”) or is terminated for “Cause” (as those terms are defined in the Employment Agreement between the Company and Mr. Farhat, dated January26, 2017) on or before March31, 2019, then Mr. Farhat will forfeit all of the shares of the Vested Grant that would not have otherwise vested under vesting schedule contained in the Restricted Stock Award at the time of termination. For example, if Mr. Farhat leaves the employment of the Company without Good Reason on June1, 2018, he will forfeit 425,000 of the 637,500 vested restricted shares of Common Stock granted under the Restricted Stock Award. to the Amendment, Mr. Farhat will also be required to hold the shares of the Vested Grant until March31, 2019, except to the extent those shares would have vested under the vesting schedule contained in the Restricted Stock Award at the time of a proposed transfer by Mr. Farhat.
The unaccelerated shares of restricted Common Stock granted under the Restricted Stock Award will vest under vesting schedule contained in the Restricted Stock Award. to the Restricted Stock Award vesting schedule, 170,000 of the unaccelerated restricted shares will vest on January26, 2018, and the remaining unaccelerated restricted shares will vest in 42,500 share increments on the last day of each calendar quarter commencing on March31, 2018, continuing until all unaccelerated restricted shares have vested. Under the terms of the Amendment, the final tranche of shares of restricted Common Stock granted under the Restricted Stock Award will vest as of June30, 2019, instead of on December31, 2021, which would have been the case if no acceleration occurred.
The description of the Amendment is qualified in its entirety by the complete terms and conditions of the document, which will be filed as an exhibit to the Annual Report on Form 10-K for the year ending December31, 2017.
About RTI SURGICAL, INC. (NASDAQ:RTIX)
RTI Surgical, Inc. is engaged in producing orthopedic and other surgical implants that repair and promote the natural healing of human bone and other human tissues. The Company uses natural tissues, metals and synthetics process to produce its products. The Company’s business primarily consists of six categories, such as spine, sports medicine, ortho fixation, bone graft substitutes and general orthopedic (BGS and general orthopedic), dental and surgical specialties. It processes donated human musculoskeletal and other tissue, including bone, cartilage, tendon, ligament, fascia lata, pericardium, sclera and dermal tissue, and bovine and porcine animal tissue in producing allograft and xenograft implants utilizing BIOCLEANSE, TUTOPLAST and CANCELLE SP sterilization processes, and manufactures metal and synthetic implants for distribution to hospitals and surgeons. The Company distributes its implants and services in approximately 50 states and in over 45 countries across the world.