Equity Awards: You will be eligible to receive stock-based compensation, whether restricted stock units, performance-based stock units, stock options or otherwise, under the Company’s 2012 Long Term Incentive Plan, as amended, or other stock-based compensation plans that the Company may establish from time-to-time. In addition, to induce your acceptance of employment with the Company effective upon the Closing, the Compensation Committee has approved grants to you, effective upon and as of the close of business on the Closing Date, of (i) restricted stock units that settle in shares of Parent Common Stock (the “Sign-On RSUs”) and (ii) stock options to purchase shares of Parent Common Stock (the “Sign-On Common Stock,” and collectively with the Sign-On RSUs, the “Sign-On Award”). The Sign-On RSUs will vest in annual 33 1/3% installments over three years, and 1/3 of the Sign-On Stock Options will vest on the first anniversary the Closing Date, and remaining 2/3 of the Sign-On Stock Options will vest in eight equal quarterly installments thereafter, subject to your continued employment on each applicable vesting date. Notwithstanding anything in any agreement with or plan of SeaSpine to the contrary (including the SLRSP, as defined below), the Sign-On Award will not be subject to any automatic accelerated vesting without continued service through an applicable vesting date except in cases of (i) involuntary termination following a future “Change in Control” (as defined in the Company’s most recently publicly filed form of Change in Control and Severance Agreement (the “CIC and Severance Agreement”)) that occurs with respect to the Company after the Closing Date, (ii) death, or (iii) disability. The grant date value of the Sign-On RSUs will be $750,000 and the grant date value of the Sign-On Stock Options will be $750,000 (in each case, subject to rounding to the nearest whole share), for a total grant value of $1,500,000. The Sign-On Award and future stock-based compensation grants made to you, will be subject to the terms and conditions of applicable plan documents and award agreements, which will be separately made available to you.
Change in Control and Severance Agreement: As of the Closing Date, you will remain a “Participant” under SeaSpine’s Senior Leadership Retention and Severance Plan (the “SLRSP”). In consideration for the offer being made by the Company pursuant to this letter and your acceptance of such offer, the Company and you agree that (i) (A) your acceptance and performance of the Position, and (B) any future reduction of your equity-based compensation solely as a result of across-the-board reductions to equity-based compensation levels that apply the applicable reduction percentage substantially similarly to all executives, shall in the case of each of clauses (A) and (B) not provide you with “Good Reason” under the SLRSP, (ii) the Merger shall constitute a “Change in Control” under the SLRSP, and following the Merger you will maintain the rights related thereto as set forth in the SLRSP, except that the provisions of and rights contained in Section 4 of the SLRSP (taking into account the provisions of Section 7 of the SLRSP) shall not apply with respect to the Sign-On Award or any other Company equity-based compensation granted to you by the Company after the Closing Date unless a future “Change in Control” (as defined in the CIC and Severance Agreement) occurs with respect to the Company after the Closing Date. Notwithstanding the foregoing, it is the intent of the Company to offer you the ability to enter into, within sixty (60) days of the Closing Date, a new agreement that is substantially equivalent to the CIC and Severance Agreement, which if entered into, would supersede
