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RTIX > SEC Filings for RTIX > Form 8-K on 4-Sep-2012All Recent SEC Filings

Show all filings for RTI BIOLOGICS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for RTI BIOLOGICS, INC.


4-Sep-2012

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

On August 29, 2012, RTI Biologics, Inc. (the "Company") entered into an Executive Transition Agreement (each, an "Agreement") with each of its executive officers: Brian K. Hutchison (President and Chief Executive Officer), Robert P. Jordheim (Executive Vice President and Chief Financial Officer), Thomas F. Rose (Executive Vice President, Chief Operations Officer and Secretary), Roger W. Rose (President, RTI Donor Services, Executive Vice President and Chief Commercial Officer) and Caroline A. Hartill (Executive Vice President and Chief Scientific Officer). Each Agreement has an initial term of three years, subject to the Company's right to extend the term of any Agreement by giving written notice to the executive officer prior to its expiration. If a "Change in Control" (as defined in the Agreement) occurs before the expiration of the then-current term of any Agreement, and if the term would otherwise end within two years after the date of such Change in Control, then the term will automatically be extended to the second anniversary of the date of the Change in Control.

In general, the Agreement with each executive officer (other than Mr. Hutchison) provides that if, during the term of the Agreement, the Company or its successor terminates the employment of the executive officer without "Cause" (as defined in the Agreement), or the executive officer voluntarily terminates his or her employment for "Good Reason" (as defined in the Agreement), the executive officer will be entitled to periodic severance payments for 12 months totaling an amount equal to the sum of (a) one year of the executive officer's then-current annual base salary (or, if greater, the annual base salary in effect as of the beginning of the preceding year) plus (b) the amount of the executive officer's then-current target bonus opportunity (or, if there is no target bonus for the year in which employment is terminated, the amount of the bonus earned by the executive officer for the immediately preceding year). Mr. Hutchison's Agreement provides for periodic severance payments, following such termination of employment, for 24 months totaling an amount equal to 2.0 times the sum of (a) one year of his then-current annual base salary (or, if greater, the annual base salary in effect as of the beginning of the preceding year) plus (b) the amount of his then-current target bonus opportunity (or, if there is no target bonus for the year in which his employment is terminated, the amount of his bonus earned for the immediately preceding year). The Agreements further provide for (1) the accelerated vesting of stock options, restricted stock units, shares of restricted stock and other forms of equity-based incentive awards granted to the executive officer, and (2) continued participation, at the same benefit and contribution levels, in the Company's group health plan for 18 months following such termination of employment.

Each executive officer's right to receive and retain his or her respective severance payments or benefits is subject to certain conditions, including delivery of a release of the Company and compliance with specified restrictive covenants following such termination.

The Agreement with each of Mr. Hutchison, Mr. T. Rose and Mr. R. Rose also effects the termination of their respective employment agreements with the Company.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the form of Executive Transition Agreement and the Executive Transition Agreement with Brian K. Hutchison attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Form of Executive Transition Agreement

10.2 Executive Transition Agreement with Brian K. Hutchison


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