Item 2.02 Results of Operations and
Financial Condition.
On October 29, 2020, Axogen, Inc. (the “Company”) issued a press
release announcing its third quarter revenue. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report.
The information furnished pursuant to Item 2.02 of this Current
Report, including Exhibit 99.1 hereto, shall not be considered
“filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liability of such section, nor shall it be incorporated by
reference into future filings by the Company under the Securities
Act of 1933, as amended, or under the Exchange Act, unless the
Company expressly sets forth in such future filing that such
information is to be considered “filed” or incorporated by
reference therein.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of the Company has terminated the twenty
percent reduction in cash compensation and board fees that was
imposed on the executive officers and directors in April of this
year, effective October 25, 2020.
Employment
Agreements
On October 29, 2020, following
the approval of the Compensation Committee of the Board, Axogen
Corporation, a wholly owned subsidiary of the Company (“AC”),
entered into amended and restated employment agreements (each, an
“Amended and Restated Employment Agreement” and, collectively, the
“Amended and Restated Employment Agreements”) with Karen Zaderej,
Chief Executive Officer and President, Peter Mariani, Chief
Financial Officer, Eric Sandberg, Chief Commercial Officer, Maria
Martinez, Chief Human Resources Officer, Isabelle Billet, Chief
Strategy and Business Development Officer, Bradley Ottinger,
General Counsel and Chief Compliance Officer and Angelo
Scopelianos, Vice President, Research and Development. The
Compensation Committee of the Board reviewed the executive
management employment agreements with their compensation
consultant. The changes made to the employment agreements were
viewed as necessary to provide consistency between AC’s executive
employment agreements and to reflect its belief as to providing
appropriate competitive market terms.
The terms of the Amended and
Restated Employment Agreement for Ms. Zaderej remains materially
the same as the previously filed executive employment agreement
which appeared as Exhibit 10.7.1 to the Company’s Annual Report on
Form 10-K, filed February 24, 2020, as amended. The primary changes
to Ms. Zaderej’s Amended and Restated Employment Agreement include,
but are not limited to, the following:
|
- |
In the event that termination occurs in connection with a Change in
Control (as defined in the Amended and Restated Employment
Agreements) Ms. Zaderej will receive: (a) a separation payment of
twenty-four (24) months of base salary paid in a lump sum within 60
days; (b) an amount equal to 200% of any bonuses or commissions
paid to Ms. Zaderej during the twelve (12) months prior to her
termination of employment; (c) payment of premiums for Ms. Zaderej
and her covered dependents’ COBRA for the first eighteen (18)
months of the COBRA continuation period; and (d) the full
acceleration of the vesting of all of Ms. Zaderej’s equity
awards. |
|
- |
In the event that termination occurs in the absence of a Change in
Control, Ms. Zaderej will receive (a) a separation payment of
twelve (12) months base salary paid in a lump sum within 60 days;
(b) an amount equal to 100% of any bonuses or commissions paid to
Ms. Zaderej during the year prior to her termination of employment;
and (c) payment of premiums for Ms. Zaderej and her covered
dependents’ COBRA for the first twelve (12) months of the COBRA
continuation period. |
|
- |
The definition of “Good Reason” was amended to include the
situation whereby Ms. Zaderej is required to perform a substantial
portion of her duties at a facility which is more than 50 miles
from the facility for which she performed a substantial portion of
her duties within 365 days of a Change in Control. |
|
- |
The term of Ms. Zaderej’s non-solicitation period is two (2)
years. |
The terms of the Amended and Restated Employment Agreements for Mr.
Mariani, Mr. Sandberg, Ms. Martinez, Ms. Billet and Mr. Ottinger
remain materially the same as the previously filed executive
employment agreements which appeared as Exhibits 10.18, 10.45,
10.39, 10.36, respectively, to the Company’s Annual Report on Form
10-K, filed February 24, 2020, as amended and
