INVOLUNTARY TERMINATION AGREEMENT
THIS INVOLUNTARY TERMINATION AGREEMENT (this Agreement) is entered into effective as of January 13, 2020 (the Effective Date), by and between RTI Surgical Holdings, Inc., a Delaware corporation (the Company), and Olivier Visa (the Executive).
1. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:
(a) Accrued Obligations means the sum of the following payments accrued by the Executive as of the Termination Date, to the extent not yet paid: (i) base salary, to the extent earned; (ii) any bonus, annual incentive compensation, deferred compensation, and other cash compensation, to the extent earned; and (iii) any vacation pay, expense reimbursements, and other cash entitlements.
(b) Affiliate means any corporation or other entity (i) in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then-outstanding securities of such corporation or other entity entitled to vote generally in the election of directors or (ii) that has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors.
(c) Board means the Board of Directors of the Company.
(d) Cause means the occurrence of any of the following events, unless, to the extent remedy is reasonably feasible, such event is fully remedied by the Executive in all material respects within 15 days after the Company provides written notification of the occurrence of such event to the Executive:
(i) the Executives willful misconduct or gross negligence in the performance of the Executives material duties to the Company;
(ii) the Executives failure to perform the Executives material duties to the Company or to follow the lawful directives of the Board or the officer to whom the Executive reports (other than as a result of death or disability);
(iii) indictment or conviction of the Executive, or pleading by the Executive of guilty or nolo contendere to, any felony or any crime involving moral turpitude;
(iv) the Executives violation of any laws, rules or regulations of any governmental or regulatory body, which violation is or is reasonably likely to be materially injurious to the Companys financial condition or reputation;
(v) the Executives failure to cooperate in any audit or investigation of the business or financial practices of the Company or any of its subsidiaries;
(vi) the Executives performance of any act of theft, embezzlement, fraud, material malfeasance, material dishonesty or misappropriation of the Companys property;