Common use of Effect of Termination of Service Clause in Contracts

Effect of Termination of Service. Participant must be an employee of the Company, CryoLife International, Inc., or another eligible employer approved by the Company’s Compensation Committee (the “Committee”) of its Board of Directors (each, an “Eligible Employer”) on the applicable vesting date to be entitled to the vesting of the Award on such date. If Participant ceases to be an employee of an Eligible Employer for any reason (excluding retirement but including, without limitation, by reason of death or disability), then the portion of the Award that has not vested as of the date of termination of service shall automatically be forfeited and cancelled as of the date of such termination of service, unless the Committee waives this employment requirement or accelerates the vesting as permitted by the Plan. Effective for grants made on or after January 1, 2022, upon a Participant’s Retirement, as determined by the Committee, this Award will continue to vest and settle in accordance with the provisions of the Notice of Grant subject to an agreement between the Participant and the Company for continuation of the Participant’s non-compete agreement for the remaining vesting period of the Award (the “Non-Compete Agreement”). In consideration of continued retirement vesting, the Participant (or other holder of such Award) must, if requested by the Company, execute a release, in the form provided by the Company, releasing the Board, the Company, its Subsidiaries, and their respective equityholders, officers, directors, managers, employees, representatives, and agents from any and all claims and causes of action of any kind or character the Participant (or holder) may have, but excluding all vested benefits the Participant may have under any employee benefit plan that is subject to ERISA. Such release must be executed no later than 21 or 45 days (whichever is provided in the form of release) following the date the release is provided to the Participant (or other holder) and must have become irrevocable to entitle the Participant (or other holder) to any payment. Whether or not a release is timely executed or becomes irrevocable, this Award will automatically be forfeited, terminate and be null and void in the event the Participant violates the Non-Compete Agreement, as determined by the Committee in its discretion. For purposes of this Award Agreement and unless otherwise determined by the Committee, “Retirement” means a termination of employment on or after the date the Participant (a) has attained age 60, (b) performed ten years of service for the Company, and (c) has provided at least six months’ notice of retirement.

Effect of Termination of Service. Participant must Except as may be an employee otherwise provided in this Agreement, unless the Administrator determines otherwise, in the event that the Service of the Company, CryoLife International, Inc.Participant is terminated by the Company for Cause, or another eligible employer approved by the Company’s Compensation Committee (the “Committee”) of its Board of Directors (eachParticipant other than for Good Reason, an “Eligible Employer”) on the applicable vesting date to be entitled to the vesting and all or part of the Award on such date. If Participant ceases has not vested pursuant to be an employee of an Eligible Employer for any reason (excluding retirement but including, without limitation, by reason of death or disability)the terms hereof, then the Award, to the extent not vested as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet vested. In such event, (a) any Unvested Shares shall be returned to the Company and the Company shall become the legal and beneficial owner of such Unvested Shares and the Participant shall not be the legal or beneficial owner of such Unvested Shares (without the payment by the Company of any consideration for such Shares) as of the Participant’s Termination Date; and (b) any Vested Shares held by such Participant (or other person) shall continue to be subject to such transfer and other restrictions as may apply under the terms of this Agreement (including but not limited to Section 12 herein) and/or the Operating Agreement. The Participant expressly acknowledges and agrees that the termination of the Participant’s Service by the Participant other than for Good Reason or by the Company for Cause shall result in forfeiture of the Award and the corresponding Shares to the extent the Award has not vested as of the date of termination of service shall automatically be forfeited and cancelled as Participant’s Termination Date. Should the Company terminate the Service of the date of such termination of serviceParticipant for reasons other than Cause, unless the Committee waives this employment requirement or accelerates the vesting as permitted by the Plan. Effective for grants made on or after January 1, 2022, upon a Participant’s Retirement, as determined by the Committee, this Award will continue to vest and settle in accordance with the provisions of the Notice of Grant subject to an agreement between the Participant and the Company for continuation of Participate terminate the Participant’s non-compete agreement Service for Good Reason or the remaining vesting period Participant’s Service terminate due to the Participant’s Disability or death, all Unvested Shares owned by the Participant as of the Award (the “Non-Compete Agreement”)immediately prior to such termination shall be deemed to have vested as of such time. In consideration of continued retirement vestingsuch event, any Vested Shares held by the Participant (or any transferee of the Participant) shall continue to be subject to such transfer and other holder restrictions as may apply under the terms of such Awardthis Agreement (including but not limited to Section 12 herein) mustand/or the Operating Agreement. Notwithstanding Section 3.01(d) of the Operating Agreement, if requested by should the CompanyParticipant’s Service be terminated due to the Participant’s Disability or death, execute a release, then the Award shall fully vest upon the Participant’s death or satisfaction of the conditions set forth in the form provided by the Companydefinition of Disability, releasing the Board, the Company, its Subsidiaries, and their respective equityholders, officers, directors, managers, employees, representatives, and agents from any and all claims and causes of action of any kind or character the Participant (or holder) may have, but excluding all vested benefits the Participant may have under any employee benefit plan that is subject to ERISA. Such release must be executed no later than 21 or 45 days (whichever is as provided in the form of release) following the date the release is provided to preceding paragraph. The Participant expressly represents and warrants that the Participant (or other holder) is aware of, and must have become irrevocable to entitle has agreed to, the Participant (or other holder) to any payment. Whether or not a release is timely executed or becomes irrevocable, this Award will automatically be forfeited, terminate and be null and void in the event the Participant violates the Non-Compete Agreement, as determined by the Committee in its discretion. For purposes provisions of this Award Agreement and unless otherwise determined by the Committee, “Retirement” means a termination of employment on or after the date the Participant (a) has attained age 60, (b) performed ten years of service for the Company, and (c) has provided at least six months’ notice of retirementSection 4.

Effect of Termination of Service. Participant must be an employee of the Company, CryoLife International, Inc., Company or another eligible employer approved by the Company’s Compensation Committee (the “Committee”) of its Board of Directors (each, an “Eligible Employer”) on the applicable vesting date to be entitled to the vesting of the Award on such date. If Participant ceases to be an employee of an Eligible Employer for any reason (excluding retirement but including, without limitation, by reason of death or disability), then the portion of the Award that has not vested as of the date of termination of service shall automatically be forfeited and cancelled as of the date of such termination of service, unless the Committee waives this employment requirement or accelerates the vesting as permitted by the Plan. Effective for grants made on or after January 1, 2022, upon a Participant’s Retirement, as determined by the Committee, this Award will continue to vest and settle in accordance with the provisions of the Notice of Grant subject to an agreement between the Participant and the Company for continuation of the Participant’s non-compete agreement for the remaining vesting period of the Award (the “Non-Compete Agreement”). In consideration of continued retirement vesting, the Participant (or other holder of such Award) must, if requested by the Company, execute a release, in the form provided by the Company, releasing the Board, the Company, its Subsidiaries, and their respective equityholders, officers, directors, managers, employees, representatives, and agents from any and all claims and causes of action of any kind or character the Participant (or holder) may have, but excluding all vested benefits the Participant may have under any employee benefit plan that is subject to ERISA. Such release must be executed no later than 21 or 45 days (whichever is provided in the form of release) following the date the release is provided to the Participant (or other holder) and must have become irrevocable to entitle the Participant (or other holder) to any payment. Whether or not a release is timely executed or becomes irrevocable, this Award will automatically be forfeited, terminate and be null and void in the event the Participant violates the Non-Compete Agreement, as determined by the Committee in its discretion. For purposes of this Award Agreement and unless otherwise determined by the Committee, “Retirement” means a termination of employment on or after the date the Participant (a) has attained age 60, (b) performed ten years of service for the Company, and (c) has provided at least six months’ notice of retirement.

Effect of Termination of Service. Participant must be an employee of the Company, CryoLife International, Inc., or another eligible employer approved by the Company’s Compensation Committee (the “Committee”i) of its Board of Directors (each, an “Eligible Employer”) on Unless the applicable vesting date Award Agreement provides otherwise and except as provided by this Plan, including Section 7(f) with respect to be entitled to a Change in Control, in the vesting event that the employment, directorship or consulting relationship of a Participant with the Award on such date. If Participant ceases to be an employee of an Eligible Employer Company or a Subsidiary terminates for any reason other than death, Disability, or Cause and the Participant does not otherwise remain in another capacity an employee, director or consultant of the Company or any Subsidiary, then: (excluding retirement but includingA) the vested portion of his or her Options shall remain exercisable until the date that is three months after such termination (or one year after the date of death, without limitation, by reason if death occurs on or within three months after the date of death or disabilitytermination), then on which date the Options shall expire and terminate, and (B) the non-vested portion of the Award that has not vested as Participant’s Options shall expire and terminate at the close of business on the date of termination of service the Participant’s employment, directorship or consulting relationship with the Company or a Subsidiary. Notwithstanding the foregoing, no Option shall automatically be forfeited exercisable after the expiration of its stated maximum term. (ii) Unless the applicable Award Agreement provides otherwise and cancelled except as provided by this Plan, in the event that the employment, directorship or consulting engagement of a Participant with the Company or a Subsidiary terminates on account of the Disability or death of the Participant: (A) the vested portion of his or her Options shall remain exercisable until the first anniversary of such termination, on which date they shall expire, and (B) the non-vested portion of his or her Options shall expire at the close of business on the date of such termination termination. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of serviceits stated term. (iii) In the event that the employment, unless the Committee waives this employment requirement directorship or accelerates the vesting as permitted by the Plan. Effective for grants made on or after January 1, 2022, upon consulting engagement of a Participant’s Retirement, as determined by the Committee, this Award will continue to vest and settle in accordance Participant with the provisions of the Notice of Grant subject to an agreement between the Participant and the Company for continuation or a Subsidiary terminates on account of the Participant’s non-compete agreement termination for the remaining vesting period of the Award (the “Non-Compete Agreement”). In consideration of continued retirement vestingCause, the Participant (or other holder may no longer exercise any of such AwardParticipant’s Options (whether vested or non-vested) must, if requested by the Company, execute a release, in the form provided by the Company, releasing the Board, the Company, its Subsidiarieson or after such termination date, and their respective equityholders, officers, directors, managers, employees, representatives, and agents from any and all claims and causes of action of any kind or character the Participant Participant’s Options shall automatically expire on such Participant’s termination date. (or holderiv) may have, but excluding all vested benefits the Participant may have under any employee benefit plan that is subject to ERISA. Such release must be executed no later than 21 or 45 days (whichever is provided in the form of release) following the date the release is provided to the Participant (or other holder) and must have become irrevocable to entitle the Participant (or other holder) to any payment. Whether or not a release is timely executed or becomes irrevocable, this Award will automatically be forfeited, terminate and be null and void in the event the Participant violates the Non-Compete Agreement, as determined by the Committee in its discretion. For purposes of this Award Agreement and unless otherwise determined by the CommitteePlan, “Retirement” means an employee will not be deemed to have terminated employment merely because of a termination transfer of employment on between the Company and any Subsidiary or after the date the Participant (a) has attained age 60, (b) performed ten years 80% or greater parent corporation of service for the Company, or between two Subsidiaries. An employee of any entity that is a Subsidiary shall be deemed to have terminated service, however, on the date that entity ceases to be a Subsidiary. In the case of a consultant providing services on a intermittent or project-by-project basis, the consulting engagement shall not be deemed to have terminated until (A) any written agreement by the consultant to render such consulting services to the Company has expired or been terminated, (B) the Company provides the consultant with written notice that the Company intends to no longer use the consultant’s services in the future, and (cC) has provided at least six months’ notice the Company ceases using the consultant’s services for a period in excess of retirement90 days.

Effect of Termination of Service. Participant must (a) If the Director ceases to serve as a director, the Director may, but only within five years after the date the Director ceases to be an employee a director of the Company, CryoLife International, Inc., or another eligible employer approved by the Company’s Compensation Committee (the “Committee”) of its Board of Directors (each, an “Eligible Employer”) on the applicable vesting date to be entitled to the vesting of the Award on such date. If Participant ceases to be an employee of an Eligible Employer for any reason (excluding retirement but including, without limitation, by reason of death or disability), then the portion of the Award that has not vested as of the date of termination of service shall automatically be forfeited and cancelled as of this option, whichever is earlier, exercise this option to the extent that the Director was entitled to exercise the option at the date of such termination termination. To the extent that the Director was not entitled to exercise this option at the date of servicesuch termination, unless or if the Committee waives Director does not exercise this employment requirement or accelerates option (which the vesting as permitted by Director was entitled to exercise) within the Plan. Effective for grants made on or after January 1time specified herein, 2022, upon a Participant’s Retirement, as determined by the Committee, this Award will continue to vest and settle in accordance with option shall terminate. (b) Notwithstanding the provisions of the Notice of Grant subject to an agreement between the Participant and the Company for continuation of the Participant’s non-compete agreement for the remaining vesting period of the Award (the “Non-Compete Agreement”). In consideration of continued retirement vestingSection 3(a) above, the Participant (or other holder of such Award) must, if requested by the Company, execute a release, in the form provided by the Company, releasing the Board, the Company, its Subsidiaries, and their respective equityholders, officers, directors, managers, employees, representatives, and agents from any and all claims and causes of action of any kind or character the Participant (or holder) may have, but excluding all vested benefits the Participant may have under any employee benefit plan that is subject to ERISA. Such release must be executed no later than 21 or 45 days (whichever is provided in the form of release) following the date the release is provided to the Participant (or other holder) and must have become irrevocable to entitle the Participant (or other holder) to any payment. Whether or not a release is timely executed or becomes irrevocable, this Award will automatically be forfeited, terminate and be null and void in the event the Participant violates Director is unable to continue the Non-Compete AgreementDirector's service as a director with the Company as a result of the Director's total and permanent disability (as defined in Section 22(e)(3) of the Code), as determined the Director may, but only within seven months from the date of termination, exercise this option to the extent the Director was entitled to exercise it at the date of such termination. To the extent that the Director was not entitled to exercise this option at the date of termination, or if the Director does not exercise this option (which the Director was entitled to exercise) within the time specified herein, this option shall terminate. (c) Notwithstanding the provisions of Section 3(a) above, in the event of the death of the Director (i) who is at the time of the Director's death a director of the Company, this option may be exercised, at any time within six months following the date of death, by the Committee in its discretion. For purposes Director's estate or by a person who acquired the right to exercise this option by bequest or inheritance, but only to the extent of this Award Agreement the right to exercise that would have accrued had the Director continued living and unless otherwise determined by the Committee, “Retirement” means remained a termination of employment on or director for six months after the date of death; or (ii) who dies within 30 days after the Participant (a) has attained age 60Director ceases to be a director, (b) performed ten years this option may be exercised, at any time within six months following the date of service for death, by the CompanyDirector's estate or by a person who acquired the right to exercise this option by bequest or inheritance, and (c) has provided but only to the extent of the right to exercise that had accrued at least six months’ notice of retirementthe date the Director ceased to be a director.