Common use of Effect of Termination of Service Clause in Contracts

Effect of Termination of Service. Except as may be otherwise provided in this Agreement, unless the Administrator determines otherwise, in the event that the Service of the Participant is terminated by the Company for Cause, or by the Participant other than for Good Reason, and all or part of the Award has not vested pursuant to 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 Participant’s Termination Date. Should the Company terminate the Service of the Participant for reasons other than Cause, the Participate terminate the Participant’s Service for Good Reason or the Participant’s Service terminate due to the Participant’s Disability or death, all Unvested Shares owned by the Participant as of immediately prior to such termination shall be deemed to have vested as of such time. In such event, any Vested Shares held by the Participant (or any transferee of the Participant) 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. Notwithstanding Section 3.01(d) of the Operating Agreement, should the Participant’s Service be terminated due to the Participant’s Disability or death, then the Award shall fully vest upon the Participant’s death or satisfaction of the conditions set forth in the definition of Disability, as provided in the preceding paragraph. The Participant expressly represents and warrants that the Participant is aware of, and has agreed to, the provisions of this Section 4.

Effect of Termination of Service. Except as may Participant must be otherwise provided in this Agreement, unless the Administrator determines otherwise, in the event that the Service an employee of the Participant is terminated Company, CryoLife International, Inc., or another eligible employer approved by the Company for CauseCompany’s Compensation Committee (the “Committee”) of its Board of Directors (each, or by an “Eligible Employer”) on the Participant other than for Good Reason, and all or part applicable vesting date to be entitled to the vesting of the Award has not vested pursuant on such date. If Participant ceases to the terms hereofbe an employee of an Eligible Employer for any reason (excluding retirement but including, without limitation, by reason of death or disability), 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 vestedvested 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. In such eventEffective for grants made on or after January 1, (a) any Unvested Shares shall be returned 2022, upon a Participant’s Retirement, as determined by the Committee, this Award will continue to vest and settle in accordance with the Company provisions of the Notice of Grant subject to an agreement between the Participant 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 continuation of the Participant’s Termination Date; and non-compete agreement for the remaining vesting period of the Award (b) any Vested Shares held by such the “Non-Compete Agreement”). In consideration of continued retirement vesting, the Participant (or other personholder of such Award) 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 must, if requested by the Participant other than for Good Reason or Company, execute a release, in the form provided by the Company for Cause shall result in forfeiture of Company, releasing the Award and the corresponding Shares to the extent the Award has not vested as of the Participant’s Termination Date. Should the Company terminate the Service of the Participant for reasons other than CauseBoard, the Participate terminate the Participant’s Service for Good Reason 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 the Participant’s Service terminate due to the Participant’s Disability or death, all Unvested Shares owned by the Participant as of immediately prior to such termination shall be deemed to have vested as of such time. In such event, any Vested Shares held by character the Participant (or holder) may have, but excluding all vested benefits the Participant may have under any transferee of the Participant) shall continue to be employee benefit plan that is subject to such transfer and other restrictions as may apply under the terms of this Agreement ERISA. Such release must be executed no later than 21 or 45 days (including but not limited to Section 12 herein) and/or the Operating Agreement. Notwithstanding Section 3.01(d) of the Operating Agreement, should the Participant’s Service be terminated due to the Participant’s Disability or death, then the Award shall fully vest upon the Participant’s death or satisfaction of the conditions set forth in the definition of Disability, as whichever is provided in the preceding paragraph. The Participant expressly represents and warrants that 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 aware oftimely 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 agreed to, the provisions provided at least six months’ notice of this Section 4retirement.

Effect of Termination of Service. Except as may be Unless otherwise provided in this Agreement, unless the Administrator determines otherwiseGrant Notice or the Plan, in the event that of termination of your service with the Service Company or any of its Affiliates for any reason (whether voluntarily or involuntarily), the unvested portion of your Option will be cancelled and forfeited. Exceptions are made for termination of service due to death, Retirement, Disability or a Covered Termination, in accordance with the terms of the Participant is terminated by 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 for Cause, or by the Participant other than for Good Reason, and all or part any of the Award has not vested pursuant to the terms hereof, then the Awardits Affiliate, to the extent not vested as vested, for up to 90 days after your termination date or, if earlier, the expiration of the Participant’s Option. Exceptions are made for termination of service due to reasons of death, Retirement, Disability or a Covered Termination Datein 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 be forfeited 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 Company may terminate the Option (whether vested or unvested) immediately upon such terminationdetermination, and you will be prohibited from exercising 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 vestedOption thereafter. In such event, you will be notified of the 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) any Unvested Shares shall be returned your right to vest in the Company and Option under the Company shall become the legal and beneficial owner Plan, if any, will terminate as of such Unvested Shares date and the Participant shall 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 legal jurisdiction where you provide services or beneficial owner the terms of such Unvested Shares (without the payment by the Company of any consideration for such Shares) as of the Participant’s Termination Dateyour employment or service agreement, if any); and (b) the period (if any) during which you may exercise the Option after such termination of service will commence on the date you cease active service and will not be extended by any Vested Shares held by such Participant (notice period mandated under employment laws in the jurisdiction where you provide services or other person) shall continue to be subject to such transfer and other restrictions as may apply under the terms of this Agreement your employment or service agreement, if any; the Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your Option grant (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 Participant’s Termination Date. Should the Company terminate the Service of the Participant for reasons other than Cause, the Participate terminate the Participant’s Service for Good Reason or the Participant’s Service terminate due to the Participant’s Disability or death, all Unvested Shares owned by the Participant as of immediately prior to such termination shall whether you may still be deemed to have vested as of such time. In such event, any Vested Shares held by the Participant (or any transferee of the Participant) shall continue considered to be subject to such transfer and other restrictions as may apply under the terms providing services while on a leave of this Agreement (including but not limited to Section 12 herein) and/or the Operating Agreement. Notwithstanding Section 3.01(d) of the Operating Agreement, should the Participant’s Service be terminated due to the Participant’s Disability or death, then the Award shall fully vest upon the Participant’s death or satisfaction of the conditions set forth in the definition of Disability, as provided in the preceding paragraph. The Participant expressly represents and warrants that the Participant is aware of, and has agreed to, the provisions of this Section 4absence).

Effect of Termination of Service. Except as may Participant must be otherwise provided in this Agreement, unless the Administrator determines otherwise, in the event that the Service an employee of the Participant is terminated Company or another eligible employer approved by the Company for CauseCompany’s Compensation Committee (the “Committee”) of its Board of Directors (each, or by an “Eligible Employer”) on the Participant other than for Good Reason, and all or part applicable vesting date to be entitled to the vesting of the Award has not vested pursuant on such date. If Participant ceases to the terms hereofbe an employee of an Eligible Employer for any reason (excluding retirement but including, without limitation, by reason of death or disability), 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 vestedvested 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. In such eventEffective for grants made on or after January 1, (a) any Unvested Shares shall be returned 2022, upon a Participant’s Retirement, as determined by the Committee, this Award will continue to vest and settle in accordance with the Company provisions of the Notice of Grant subject to an agreement between the Participant 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 continuation of the Participant’s Termination Date; and non-compete agreement for the remaining vesting period of the Award (b) any Vested Shares held by such the “Non-Compete Agreement”). In consideration of continued retirement vesting, the Participant (or other personholder of such Award) 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 must, if requested by the Participant other than for Good Reason or Company, execute a release, in the form provided by the Company for Cause shall result in forfeiture of Company, releasing the Award and the corresponding Shares to the extent the Award has not vested as of the Participant’s Termination Date. Should the Company terminate the Service of the Participant for reasons other than CauseBoard, the Participate terminate the Participant’s Service for Good Reason 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 the Participant’s Service terminate due to the Participant’s Disability or death, all Unvested Shares owned by the Participant as of immediately prior to such termination shall be deemed to have vested as of such time. In such event, any Vested Shares held by character the Participant (or holder) may have, but excluding all vested benefits the Participant may have under any transferee of the Participant) shall continue to be employee benefit plan that is subject to such transfer and other restrictions as may apply under the terms of this Agreement ERISA. Such release must be executed no later than 21 or 45 days (including but not limited to Section 12 herein) and/or the Operating Agreement. Notwithstanding Section 3.01(d) of the Operating Agreement, should the Participant’s Service be terminated due to the Participant’s Disability or death, then the Award shall fully vest upon the Participant’s death or satisfaction of the conditions set forth in the definition of Disability, as whichever is provided in the preceding paragraph. The Participant expressly represents and warrants that 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 aware oftimely 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 agreed to, the provisions provided at least six months’ notice of this Section 4retirement.

Effect of Termination of Service. Except Subject to earlier termination of the Option as may be otherwise provided herein and unless otherwise provided in this Agreementthe Grant Notice or the Plan, unless the Administrator determines otherwiseOption shall be exercisable after your termination of service (for any reason except for Cause) with the Company or any of its Affiliate, in for up to 90 days after your termination date or, if earlier, the event that the Service expiration of the Participant is terminated by 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 (whether or by not then vested) shall terminate in its entirety no later than your last day of service. In addition, if after your service terminates, the Participant other than Company determines that it or an Affiliate could have terminated your service for Good Reason, and Cause had all or part relevant facts been known at the time of the Award has not vested pursuant to the terms hereofyour termination, then the Award, to Company may terminate the extent not Option (whether vested as of the Participant’s Termination Date, shall be forfeited or unvested) immediately upon such terminationdetermination, and you will be prohibited from exercising 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 vestedOption thereafter. In such event, you will be notified of the 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) any Unvested Shares shall be returned your right to vest in the Company and Option under the Company shall become the legal and beneficial owner Plan, if any, will terminate as of such Unvested Shares date and the Participant shall 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 legal jurisdiction where you provide 4811-3697-4171.2 services or beneficial owner the terms of such Unvested Shares (without the payment by the Company of any consideration for such Shares) as of the Participant’s Termination Dateyour employment or service agreement, if any); and (b) the period (if any) during which you may exercise the Option after such termination of service will commence on the date you cease active service and will not be extended by any Vested Shares held by such Participant (notice period mandated under employment laws in the jurisdiction where you provide services or other person) shall continue to be subject to such transfer and other restrictions as may apply under the terms of this Agreement your employment or service agreement, if any; the Company shall have the exclusive discretion to determine when you have ceased active service for purposes of your Option grant (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 Participant’s Termination Date. Should the Company terminate the Service of the Participant for reasons other than Cause, the Participate terminate the Participant’s Service for Good Reason or the Participant’s Service terminate due to the Participant’s Disability or death, all Unvested Shares owned by the Participant as of immediately prior to such termination shall whether you may still be deemed to have vested as of such time. In such event, any Vested Shares held by the Participant (or any transferee of the Participant) shall continue considered to be subject to such transfer and other restrictions as may apply under the terms providing services while on a leave of this Agreement (including but not limited to Section 12 herein) and/or the Operating Agreement. Notwithstanding Section 3.01(d) of the Operating Agreement, should the Participant’s Service be terminated due to the Participant’s Disability or death, then the Award shall fully vest upon the Participant’s death or satisfaction of the conditions set forth in the definition of Disability, as provided in the preceding paragraph. The Participant expressly represents and warrants that the Participant is aware of, and has agreed to, the provisions of this Section 4absence).