This Letter Agreement supersedes all contemporaneous and previous agreements, whether oral or written, between you and MiMedx or any of its affiliates, related to the arrangements identified in the first paragraph this Letter Agreement.
The Companys obligation to provide (or continue to provide) any payments or other benefits under this Letter Agreement is expressly contingent upon you remaining in compliance with Company policies and your obligations under your confidentiality, intellectual property, non-competition, and/or non-solicitation agreements with the Company. Without limiting any other available remedy to the Company, the Company reserves the right to require you to repay upon thirty (30) days notice the gross amount of any and all payment(s) or benefit(s) (or any portion thereof) previously paid to you under this Letter Agreement, if you violate your obligations under your confidentiality, intellectual property, non-competition, and/or non-solicitation agreements with the Company.
The offer and execution of this Letter Agreement is confidential. You are required to maintain all information concerning this Letter Agreement in confidence at all times, except that you may discuss this Letter Agreement and its terms with your attorneys, accountants, and immediate family (provided that you ensure that each such person maintains the confidentiality of this Letter Agreement) or as permitted under applicable law. Failing to comply with these confidentiality obligations could result in the disqualification of your eligibility for the benefits in this Letter Agreement and possibly other disciplinary action. However, nothing in this Letter Agreement prohibits you from communicating directly with or responding to any inquiry from, or from providing testimony before, the United States Securities and Exchange Commission or any other self-regulatory organization or any other state or federal regulatory authority, or from reporting possible violations of laws or regulations to any federal, state, or local governmental agency or entity, or self-regulatory organization, or from making other disclosures that are protected under applicable state or federal laws or regulations, and you are not required to obtain authorization or notify the Company that you are making or any such reports or disclosures.
Nothing in this Letter Agreement alters your at will employment status or guarantees you employment or other engagement with MiMedx for any period of time. This means your employment may be terminated by the Company or by you at any time, with or without advance notice, for any or no reason, with or without Cause. Additionally, nothing in this Letter Agreement limits the Companys ability to take any disciplinary or other employment action it deems appropriate, up to and including the termination of employment, in the event that you are determined by the Company to have engaged in any misconduct, whether or not such conduct constitutes Cause as defined in this Letter Agreement.
This Letter Agreement will be governed by and construed in accordance with the substantive laws of the State of Georgia, without regard to the conflict of law principles, rules or statutes of any jurisdiction. This Letter Agreement may not be amended orally and may only be amended by a written agreement signed by you and an authorized representative of the Company.
All payments made under this Letter Agreement will be subject to required and authorized withholdings and deductions. All payments under this Letter Agreement are intended to be exempt from, or if applicable, comply with, Section 409A of the Internal Revenue Code (the Code), including under the provisions governing short-term deferral and separation pay exemptions and provisions related to certain legal and administrative delays. All references in this Agreement to your termination of employment and to the Separation Date shall mean a separation from service within the meaning of Section 409A of the Code. If the period following termination of your employment during which any installment payments may commence begins in one taxable year and ends in a second taxable year, such installments will commence in the second taxable year. Each payment under this Letter Agreement as a result of your separation from service shall be considered a separate payment for purposes of Section 409A of the Code. Notwithstanding anything in this Letter Agreement to the contrary, if at the time of your termination of employment with the Company, you are a specified employee as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to you) until the date that is six (6) months following your termination of employment with the Company or the earliest date as is permitted under Section 409A.
Innovations In Regenerative Biomaterials
MiMedx Group, Inc. | 1775 West Oak Commons Ct NE | Marietta, GA 30062 | 770 ###-###-#### | Fax ###-###-#### | www.mimedx.com