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 Unless otherwise provided in the Grant Notice or the Plan, in the event of termination of your service with the Company, CryoLife International, Inc., Company or another eligible employer approved by the Company’s Compensation Committee (the “Committee”) any 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 Affiliates for any reason (excluding retirement but includingwhether voluntarily or involuntarily), without limitationthe unvested portion of your Option will be cancelled and forfeited. Exceptions are made for termination of service due to death, by Retirement, Disability or a Covered Termination, in accordance with the terms of the Plan. Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided in the Grant Notice or the Plan, the Option shall be exercisable after your termination of service (for any reason except for Cause) with the Company or any of death its Affiliate, to the extent vested, for up to 90 days after your termination date or, if earlier, the expiration of the Option. Exceptions are made for termination of service due to reasons of death, Retirement, Disability or disability)a Covered Termination in accordance with the terms of the Plan. If your service with the Company or any of its Affiliates terminates for Cause, the Option (whether or not then vested) shall terminate in its entirety no later than your last day of service. In addition, if after your service terminates, the Company determines that it or an Affiliate could have terminated your service for Cause had all relevant facts been known at the time of your termination, then the portion Company may terminate the Option (whether vested or unvested) immediately upon such determination, and you will be prohibited from exercising the Option thereafter. In such event, you will be notified of the Award that has not vested termination of the Option. Further, for purposes of the Option, your service will be considered terminated as of the date you cease active service with the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company in its sole discretion, (a) your right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any); and (b) the period (if any) during which you may exercise the Option after such termination of service shall automatically be forfeited and cancelled as of will commence on the date you cease active service and will not be extended by any notice period mandated under employment laws in the jurisdiction where you provide services or the terms of such termination of serviceyour employment or service agreement, 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 if any; the Company shall have the exclusive discretion to determine when you have ceased active service 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 your Option grant (including whether you may still be considered to be providing services while on a termination leave 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 retirementabsence).

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 Subject to earlier termination of the CompanyOption as otherwise provided herein and unless otherwise provided in the Grant Notice or the Plan, CryoLife International, Inc., or another eligible employer approved by the Company’s Compensation Committee Option shall be exercisable after your termination of service (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 except for Cause) with the Company or any of its Affiliate, for up to 90 days after your termination date or, if earlier, the expiration of the Option. Exceptions are made for termination of service due to reasons of death, Retirement, Disability or a Covered Termination in accordance with the terms of the Plan. If your service with the Company or any of its Affiliates terminates for Cause, the Option (excluding retirement but includingwhether or not then vested) shall terminate in its entirety no later than your last day of service. In addition, without limitationif after your service terminates, by reason the Company determines that it or an Affiliate could have terminated your service for Cause had all relevant facts been known at the time of death or disability)your termination, then the portion Company may terminate the Option (whether vested or unvested) immediately upon such determination, and you will be prohibited from exercising the Option thereafter. In such event, you will be notified of the Award that has not vested termination of the Option. Further, for purposes of the Option, your service will be considered terminated as of the date you cease active service with the Company or any of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you provide services or the terms of your employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company in its sole discretion, (a) your right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you provide 4811-3697-4171.2 services or the terms of your employment or service agreement, if any); and (b) the period (if any) during which you may exercise the Option after such termination of service shall automatically be forfeited and cancelled as of will commence on the date you cease active service and will not be extended by any notice period mandated under employment laws in the jurisdiction where you provide services or the terms of such termination of serviceyour employment or service agreement, 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 if any; the Company shall have the exclusive discretion to determine when you have ceased active service 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 your Option grant (including whether you may still be considered to be providing services while on a termination leave 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 retirementabsence).