You will receive an Inducement Grant of 3,300,000 Performance Stock Units and a stock option for 3,600,000 shares, subject to the terms and conditions detailed in the attached Performance Stock Unit Agreement and Nonqualified Stock Option Agreement.
Additionally, you may be eligible to participate in the Company’s stock incentive program beginning in 2025, subject to Board approval. Awards granted under the annual long-term incentive plan typically will consist of Restricted Stock, Restricted Stock Units and Performance Stock Units, although the Company’s stock plan provides for other forms of stock-based compensation at the discretion of the Compensation Committee of the Board.
The terms of your offer include the specific compensation arrangements described above, as well as certain change in control and no-Cause separation benefits which would be payable in the event your employment is involuntarily terminated by the Company without Cause or by you for Good Reason (each, as is defined in the below-referenced Key Employee Retention Agreement) prior to a change in control, in which case such separation benefits shall be in an amount not less than two (2) times your base salary and target bonus. Alternatively, in the event your employment is involuntarily terminated by the Company without Cause or by you for Good Reason within 12 months after a change in control of the Company, such separation benefits shall be in an amount not less than two (2) times your base salary and target bonus. In each instance, you shall be entitled to either benefit continuation for a period equal to the amount of the separation payment, i.e. 24 months, or a cash payment equal to the cost of such benefit continuation. This paragraph is intended only to be an outline of the separation benefits being offered to you, which will be described more fully and governed by the terms and conditions of a Key Employee Retention Agreement, in the form to be provided by the Company, which you must execute separately to be eligible to receive the separation benefits.
You will be eligible to participate in the Company’s medical, dental, vision, life insurance, and disability benefits programs beginning on the first day of the first full month following the date of your employment. You will also be eligible to participate in the MiMedx Group 401(k) Plan effective on the first day of the first full month following the date of your employment. In addition, as an officer of the Company, you will be covered by the Company’s Director and Officer Insurance as well as other benefits afforded to the Company’s officers, including indemnity rights under and subject to the terms of the then-applicable program available to other executive officers, and which program shall provide, among other things, for the advancement of expenses in the event you are subject to a claim for which indemnification is allowed by the Company’s constituent documents or governing law. Expenses related to performing the duties of the Chief Executive Officer role will be reimbursed by the Company.
Each such benefit shall be provided subject to the terms and conditions of the applicable benefit plans, which may be revised or discontinued at any time at the Company’s discretion. A summary of the Company’s benefits is enclosed for your review. More detailed benefits eligibility and enrollment information will be sent to you shortly after you begin employment.
