exhibit103iso






      AXOGEN, INC.  INCENTIVE STOCK OPTION NOTICE  This Notice evidences the award of stock options (each, an “Option” or collectively, the “Options”)  that have been granted to you, [NAME], subject to and conditioned upon your agreement to the terms of  the attached Incentive Stock Option Agreement (the “Agreement”). The Options entitle you to purchase  shares of common stock, par value $0.01 per share (“Common Stock”), of Axogen, Inc., a Minnesota  corporation (the “Company”), under the Axogen, Inc. Amended and Restated 2019 Long-Term Incentive  Plan (the “Plan”). The number of shares you may purchase and the exercise price at which you may  purchase them are specified below. This Notice constitutes part of and is subject to the terms and provisions  of the Agreement and the Plan, which are incorporated by reference herein. You must return an executed  copy of this Notice to the Company within 30 days of the date hereof. If you fail to do so, the Options  may be rendered null and void in the Company’s discretion.  Grant Date: [GRANT DATE]  Vesting Commencement Date: [INSERT DATE]  Number of Options: [NUMBER] Options, each permitting the purchase of one Share  Exercise Price: $[PRICE] per share  Expiration Date: The Options expire at 5:00 P.M. Eastern Time on the [10th] anniversary of the Grant Date  (the “Expiration Date”), unless fully exercised or terminated earlier.  Exercisability Schedule: Subject to the terms and conditions described in the Agreement, the Options  become exercisable in accordance with the schedule below:1     The extent to which the Options are exercisable as of a particular date is rounded down to the nearest  whole share. However, exercisability is rounded up to 100% on the 4th anniversary of the Grant Date.            AXOGEN, INC.         By:             Date:     I acknowledge that I have carefully read the attached Agreement and the prospectus for the Plan and agree  to be bound by all of the provisions set forth in these documents.             1 The vesting schedule shall be structured such that 50% of the Options shall vest on the first anniversary of the  Grant Date and 12.5% of the options shall vest on each 6-month anniversary thereafter until vested in full on the  fourth anniversary of the Grant Date, unless an alternative vesting schedule is approved by the Administrator.  





 






                  Enclosures: Incentive Stock Option Agreement  Prospectus for the Amended and Restated  2019 Long-Term Incentive Plan  Exercise Form  OPTIONEE             Date:    





 






-1-    INCENTIVE STOCK OPTION AGREEMENT  UNDER THE  AXOGEN, INC.   AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN  1. Terminology. Capitalized terms used in this Agreement are defined in the correlating Stock  Option Notice and/or the Glossary at the end of the Agreement.  2. Exercise of Options.  (a) Exercisability. The Options will become exercisable in accordance with the  Exercisability Schedule set forth in the Stock Option Notice, so long as (i) you are in the Service of the  Company from the Grant Date through the applicable exercisability dates, or (ii) your Service with the  Company ceases by reason of a Qualified Retirement in the manner set forth in Section 3(b) below. None  of the Options will become exercisable after your Service with the Company ceases, unless the Stock  Option Notice provides otherwise with respect to exercisability that arises as a result of your cessation of  Service, or unless your Service with the Company ceases by reason of a Qualified Retirement in the manner  set forth in Section 3(b) below.  (b) Right to Exercise. You may exercise the Options, to the extent exercisable, at any  time on or before 5:00 P.M. Eastern Time on the Expiration Date or the earlier termination of the Options,  unless otherwise provided under applicable law. Notwithstanding the foregoing, if at any time the  Administrator determines that the delivery of Shares under the Plan or this Agreement is or may be unlawful  under the laws of any applicable jurisdiction, or federal, state or foreign securities laws, the right to exercise  the Options or receive Shares pursuant to the Options shall be suspended until the Administrator  determines that such delivery is lawful. If at any time the Administrator determines that the delivery of  Shares under the Plan or this Agreement is or may violate the rules of the national securities exchange on  which the shares are then listed for trade, the right to exercise the Options or receive Shares pursuant to  the Options shall be suspended until the Administrator determines that such exercise or delivery would not  violate such rules. Section 3 below describes certain limitations on exercise of the Options that apply in the  event of your death, Total and Permanent Disability, Termination of Service or Qualified Retirement. The  Options may be exercised only in multiples of whole Shares and may not be exercised at any one time as  to fewer than one hundred Shares (or such lesser number of Shares as to which the Options are then  exercisable). No fractional Shares will be issued under the Options.  (c) Exercise Procedure. In order to exercise the Options, you must provide the  following items to the Secretary of the Company or his or her delegate before the expiration or termination  of the Options:  (i) notice, in such manner and form as the Administrator may require from  time to time, specifying the number of Shares to be purchased under the  Options; and  (ii) full payment of the Exercise Price for the Shares or properly executed,  irrevocable instructions, in such manner and form as the Administrator  may require from time to time, to effectuate a broker-assisted cashless  exercise, each in accordance with Section 2(d) of this Agreement.  An exercise will not be effective until the Secretary of the Company or his or her delegate receives all of  the foregoing items, and such exercise otherwise is permitted under and complies with all applicable  federal, state and foreign securities laws. Notwithstanding the foregoing, if the Administrator permits  payment by means of delivering properly executed, irrevocable instructions, in such manner and form as  the Administrator may require from time to time, to effectuate a broker-assisted cashless exercise and such  instructions provide for sale of Shares under a limit order rather than at the market, the exercise will not be  effective until the earlier of the date the Company receives delivery of cash or cash equivalents in full  payment of the Exercise Price or the date the Company receives confirmation from the broker that the sale  





 






-2-    instruction has been fulfilled, and the exercise will not be effective unless the earlier of such dates occurs  on or before termination of the Options.  (d) Method of Payment. You may pay the Exercise Price by:  (i) delivery of cash, certified or cashier’s check, money order or other cash  equivalent acceptable to the Administrator in its discretion;  (ii) a broker-assisted cashless exercise in accordance with Regulation T of  the Board of Governors of the Federal Reserve System through a  brokerage firm designated or approved by the Administrator;  (iii) subject to such limits as the Administrator may impose from time to time,  tender (via actual delivery or attestation) to the Company of other shares  of Common Stock of the Company which have a Fair Market Value on the  date of tender equal to the Exercise Price;  (iv) subject to such limits as the Administrator may impose from time to time,  net share settlement with respect to any portions of the Options that do  not qualify as incentive stock options within the meaning of Code section  422;  (v) any other method approved by the Administrator; or  (vi) any combination of the foregoing.  (e) Issuance of Shares upon Exercise. The Company shall issue to you the Shares  underlying the Options you exercise as soon as practicable after the exercise date, subject to the  Company’s receipt of the aggregate exercise price and the requisite withholding taxes, if any. Upon  issuance of such Shares, the Company may deliver, subject to the provisions of Section 7 below, such  Shares on your behalf electronically to the Company’s designated stock plan administrator or such other  broker-dealer as the Company may choose at its sole discretion, within reason, or may retain such Shares  in uncertificated book-entry form. Any share certificates delivered will, unless the Shares are registered or  an exemption from registration is available under applicable federal and state law, bear a legend restricting  transferability of such Shares.  3. Termination of Service.  (a) Termination of Unexercisable Options. Except as otherwise provided in  Section 3(b) below, if your Service with the Company ceases for any reason, the Options that are then  unexercisable, after giving effect to any exercise acceleration provisions set forth on the Stock Option  Notice, will terminate immediately upon such cessation.  (b) Qualified Retirement. If your title with the Company as of the Grant Date of the  Options is Vice President or above, if your Service with the Company ceases by reason of a Qualified  Retirement, and such Qualified Retirement occurs on a date that is at least six (6) months following the  Grant Date, the Options that are unexercisable on the date of such Qualified Retirement will continue to  become vested and exercisable in accordance with the Exercisability Schedule set forth in the Stock Option  Notice; provided, however, that all vesting shall cease and any remaining Options that are then  unexercisable will terminate immediately upon your death.  In addition, upon such termination of Service  due to a Qualified Retirement, the Options that are exercisable as of such termination of Service, and such  Options that become vested and exercisable following the date of such Qualified Retirement will terminate  upon the earliest of (i) 5:00 P.M. Eastern Time on the Expiration Date, (ii) the third (3rd) anniversary of the  date of such Qualified Retirement or (iii) the expiration of 12 months following your death.  





 






-3-    (c) Exercise Period Following Termination of Service. Except as set forth in  Section 3(b) above, if your Service with the Company ceases for any reason other than discharge for  Cause, the Options that are then exercisable, after giving effect to any exercise acceleration provisions set  forth on the Stock Option Notice, will terminate upon the earliest of:  (i) the expiration of 90 days following such cessation, if your Service ceases  on account of (1) your termination by the Company other than a discharge  for Cause, or (2) your voluntary termination other than for Total and  Permanent Disability or death;  (ii) the expiration of 12 months following such cessation, if your Service  ceases on account of your Total and Permanent Disability or death;  (iii) the expiration of 12 months following your death, if your death occurs  during the periods described in clauses (i) or (ii) of this Section 3(c), as  applicable; or  (iv) 5:00 P.M. Eastern Time on the Expiration Date.  In the event of your death, the exercisable Options may be exercised by your executor, personal  representative, or the person(s) to whom the Options are transferred by will or the laws of descent and  distribution.  (d) Misconduct. The Options will terminate in their entirety, regardless of whether the  Options are then exercisable, immediately upon your discharge from Service for Cause, or upon your  commission of any of the following acts during the exercise period following your Termination of Service:  (i) fraud on or misappropriation of any funds or property of the Company, or (ii) your breach of any provision  of Section 11 of this Agreement or any employment, non-disclosure, non-competition, non-solicitation,  assignment of inventions, or other similar agreement executed by you for the benefit of the Company, as  determined by the Administrator, which determination will be conclusive.  (e) Changes in Status. If you cease to be a “common law employee” of the Company  but you continue to provide bona fide services to the Company following such cessation in a different  capacity, including without limitation as a director, consultant or independent contractor, then a Termination  of Service shall not be deemed to have occurred for purposes of this Section 3 upon such change in  capacity. Notwithstanding the foregoing, the Options shall not be treated as incentive stock options within  the meaning of Code section 422 with respect to any exercise that occurs more than three months after  such cessation of the common law employee relationship (except as otherwise permitted under Code  section 421 or 422). In the event that your Service is with a business, trade or entity that, after the Grant  Date, ceases for any reason to be part or an Affiliate of the Company, your Service will be deemed to have  terminated for purposes of this Section 3 upon such cessation if your Service does not continue  uninterrupted immediately thereafter with the Company or an Affiliate of the Company.  4. Nontransferability of Options. These Options and, before exercise, the underlying Shares  are nontransferable otherwise than by will or the laws of descent and distribution and during your lifetime,  the Options may be exercised only by you or, during the period you are under a legal disability, by your  guardian or legal representative. Except as provided above, the Options may not be assigned, transferred,  pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not  be subject to execution, attachment or similar process.  5. Qualified Nature of the Options.  (a) General Status. The Options are intended to qualify as incentive stock options  within the meaning of Code section 422 (“Incentive Stock Options”), to the fullest extent permitted by  Code section 422, and this Agreement shall be so construed. The Company, however, does not warrant  





 






-4-    any particular tax consequences of the Options. Code section 422 provides limitations, not set forth in this  Agreement, respecting the treatment of the Options as Incentive Stock Options. You should consult with  your personal tax advisors in this regard.   (b) Post-Termination Exercise Period.  To obtain the federal income tax advantage  associate with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant  and ending on the day three (3) months before the date of exercise of your Options, you must be an  employee of the Company or an Affiliate, except in the event of your death or Disability.  The Company has  provided for extended exercisability of your Options under certain circumstances for your benefit, but makes  no assurances that your Options will necessarily be treated as Incentive Stock Options if you continue to  provide Service to the Company or an Affiliate in any capacity after your employment terminates, if Section  3(b) of the Agreement applies or if you otherwise exercise your Options more than three (3) months after  the date your employment with the Company or an Affiliate terminates.  (c) Code Section 422(d) Limitation. Pursuant to Code section 422(d), the aggregate  fair market value (determined as of the Grant Date) of shares of Common Stock with respect to which all  Incentive Stock Options first become exercisable by you in any calendar year under the Plan or any other  plan of the Company (and its parent and subsidiary corporations, within the meaning of Code section 424(e)  and (f), as may exist from time to time) may not exceed $100,000 or such other amount as may be permitted  from time to time under Code section 422. To the extent that such aggregate fair market value exceeds  $100,000 or other applicable amount in any calendar year, such stock options will be treated as  nonstatutory stock options with respect to the amount of aggregate fair market value thereof that exceeds  the Code section 422(d) limit. For this purpose, the Incentive Stock Options will be taken into account in  the order in which they were granted. In such case, the Company may designate the shares of Common  Stock that are to be treated as stock acquired pursuant to the exercise of Incentive Stock Options and the  shares of Common Stock that are to be treated as stock acquired pursuant to nonstatutory stock options  by issuing separate certificates for such shares and identifying the certificates as such in the stock transfer  records of the Company.  (d) Significant Stockholders. Notwithstanding anything in this Agreement or the Stock  Option Notice to the contrary, if you own, directly or indirectly through attribution, stock possessing more  than 10% of the total combined voting power of all classes of stock of the Company or of any of its  subsidiaries (within the meaning of Code section 424(f)) on the Grant Date, then the Exercise Price is the  greater of (a) the Exercise Price stated on the Stock Option Notice or (b) 110% of the Fair Market Value of  the Common Stock on the Grant Date, and the Expiration Date is the last business day prior to the fifth  anniversary of the Grant Date.  (e) Disqualifying Dispositions. If you make a disposition (as that term is defined in  Code section 424(c)) of any Shares acquired pursuant to the Options within two years of the Grant Date or  within one year after the Shares are transferred to you, you must notify the Company of such disposition in  writing within 30 days of the disposition. The Administrator may, in its discretion, take reasonable steps to  ensure notification of such dispositions, including but not limited to requiring that Shares acquired under  the Options be held in an account with a Company-designated broker-dealer until they are sold.  6. Withholding of Taxes.  (a) At the time the Options are exercised, in whole or in part, or at any time thereafter  as requested by the Company, you hereby authorize withholding from payroll or any other payment of any  kind due to you and otherwise agree to make adequate provision for foreign, federal, state and local taxes  required by law to be withheld, if any, which arise in connection with the Options (including upon a  disqualifying disposition within the meaning of Code section 421(b)). The Company may require you to  make a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or  issuance of share certificates representing Shares.  (b) The Administrator may, in its sole discretion, permit you to satisfy, in whole or in  part, any withholding tax obligation which may arise in connection with the Options either by electing to  





 






-5-    have the Company withhold from the Shares to be issued upon exercise that number of Shares, or by  electing to deliver to the Company already-owned shares, in either case having a Fair Market Value not in  excess of the amount necessary to satisfy the statutory minimum withholding amount due.  7. Adjustments. The Administrator may make various adjustments to your Options, including  adjustments to the number and type of securities subject to the Options and the Exercise Price, in  accordance with the terms of the Plan. In the event of any transaction resulting in a Change in Control (as  defined in the Plan) of the Company, the outstanding Options will terminate upon the effective time of such  Change in Control unless provision is made in connection with the transaction for the continuation or  assumption of such Options by, or for the substitution of the equivalent awards of, the surviving or successor  entity or a parent thereof. In the event of such termination, you will be permitted, immediately before the  Change in Control, to exercise or convert all portions of such Options that are then exercisable, or which  become exercisable upon or prior to the effective time of the Change in Control.  8. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or this  Agreement will alter your at-will or other employment status or other service relationship with the Company,  nor be construed as a contract of employment or service relationship between you and the Company, or as  a contractual right for you to continue in the employ of, or in a service relationship with, the Company for  any period of time, or as a limitation of the right of the Company to discharge you at any time with or without  Cause or notice and whether or not such discharge results in the failure of any of the Options to become  exercisable or any other adverse effect on your interests under the Plan.  9. No Rights as a Stockholder. You shall not have any of the rights of a stockholder with  respect to the Shares until such Shares have been issued to you upon the due exercise of the Options. No  adjustment will be made for dividends or distributions or other rights for which the record date is prior to the  date such Shares are issued.  10. The Company’s Rights. The existence of the Options shall not affect in any way the right  or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations,  reorganizations or other changes in the Company’s capital structure or its business, or any merger or  consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference  ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution  or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business,  or any other corporate act or proceeding, whether of a similar character or otherwise.  11. Restrictive Covenants. You hereby agree to the following restrictive covenants as  consideration of the grant of the Options:  (a) You hereby agree and acknowledge that the grant of the Options is conditioned  upon your continued compliance with any and all confidentiality, non-compete and/or non-solicitation  covenants and restrictions contained in any separate agreement between you and the Company, and if you  breach any of such covenants or restrictions, upon written notice delivered to you: (i) the entirety of the  Company’s obligations under this Agreement and the Plan shall terminate in their entirety, (ii) the Options  will terminate in their entirety in accordance with Section 3(d) above, and (iii) you shall have no further rights  or privileges under this Agreement or the Plan.  12. Entire Agreement. This Agreement, together with the correlating Stock Option Notice and  the Plan, contain the entire agreement between you and the Company with respect to the Options. Any oral  or written agreements, representations, warranties, written inducements, or other communications made  prior to the execution of this Agreement with respect to the Options shall be void and ineffective for all  purposes.  13. Amendment. This Agreement may be amended from time to time by the Administrator in  its discretion; provided, however, that this Agreement may not be modified in a manner that would have a  materially adverse effect on the Options or Shares as determined in the discretion of the Administrator,  except as provided in the Plan or in a written document signed by you and the Company.  





 






-6-    14. Conformity with Plan. This Agreement is intended to conform in all respects with, and is  subject to all applicable provisions of, the Plan. Any conflict between the terms of this Agreement and the  Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this  Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is  available upon request to the Administrator.  15. Section 409A. This Agreement and the Options granted hereunder are intended to comply  with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Options shall be  administered, interpreted and construed in a manner consistent with this intent. Nothing in the Plan or this  Agreement shall be construed as including any feature for the deferral of compensation other than the  deferral of recognition of income until the exercise of the Options. Should any provision of the Plan or this  Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of  the Code, it may be modified and given effect, in the sole discretion of the Administrator and without  requiring your consent, in such manner as the Administrator determines to be necessary or appropriate to  comply with, or to effectuate an exemption from, Section 409A of the Code. The foregoing, however, shall  not be construed as a guarantee or warranty by the Company of any particular tax effect to you.  16. Electronic Delivery of Documents. By your signing the Notice, you (i) consent to the  electronic delivery of this Agreement, all information with respect to the Plan and the Options, and any  reports of the Company provided generally to the Company’s stockholders; (ii) acknowledge that you may  receive from the Company a paper copy of any documents delivered electronically at no cost to you by  contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your  consent to the electronic delivery of documents at any time by notifying the Company of such revoked  consent by telephone, postal service or electronic mail; and (iv) further acknowledge that you understand  that you are not required to consent to electronic delivery of documents.  17. No Future Entitlement. By execution of the Notice, you acknowledge and agree that: (i) the  grant of these Options is a one-time benefit which does not create any contractual or other right to receive  future grants of stock options, or compensation in lieu of stock options, even if stock options have been  granted repeatedly in the past; (ii) all determinations with respect to any such future grants, including, but  not limited to, the times when stock options shall be granted or shall become exercisable, the maximum  number of shares subject to each stock option, and the purchase price, will be at the sole discretion of the  Administrator; (iii) the value of these Options is an extraordinary item of compensation which is outside the  scope of your employment contract, if any; (iv) the value of these Options is not part of normal or expected  compensation or salary for any purpose, including, but not limited to, calculating any termination,  severance, resignation, redundancy, end of service payments or similar payments, or bonuses, long- service awards, pension or retirement benefits; (v) the vesting of these Options ceases upon termination of  employment with the Company or transfer of employment from the Company, or other cessation of eligibility  for any reason, except as may otherwise be explicitly provided in this Agreement; (vi) if the underlying  Common Stock does not increase in value, these Options will have no value, nor does the Company  guarantee any future value; and (vii) no claim or entitlement to compensation or damages arises if these  Options do not increase in value and you irrevocably release the Company from any such claim that does  arise.  18. Personal Data. For the purpose of implementing, administering and managing these  Options, you, by execution of the Notice, consent to the collection, receipt, use, retention and transfer, in  electronic or other form, of your personal data by and among the Company and its third-party vendors or  any potential party to any Change in Control transaction or capital raising transaction involving the  Company. You understand that personal data (including but not limited to, name, home address, telephone  number, employee number, employment status, social security number, tax identification number, date of  birth, nationality, job and payroll location, data for tax withholding purposes and shares awarded, cancelled,  exercised, vested and unvested) may be transferred to third parties assisting in the implementation,  administration and management of these Options and the Plan and you expressly authorize such transfer  as well as the retention, use, and the subsequent transfer of the data by the recipient(s). You understand  that these recipients may be located in your country or elsewhere, and that the recipient’s country may have  different data privacy laws and protections than your country. You understand that data will be held only as  





 






-7-    long as is necessary to implement, administer and manage these Options. You understand that you may,  at any time, request a list with the names and addresses of any potential recipients of the personal data,  view data, request additional information about the storage and processing of data, require any necessary  amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in  writing the Company’s Secretary. You understand, however, that refusing or withdrawing your consent may  affect your ability to accept a stock option.  19. Governing Law. The validity, construction and effect of this Agreement, and of any  determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and  all persons having or claiming to have any interest under this Agreement, shall be determined exclusively  in accordance with the laws of the State of Minnesota, without regard to its provisions concerning the  applicability of laws of other jurisdictions. As a condition of this Agreement, you agree that you will not bring  any action arising under, as a result of, pursuant to or relating to, this Agreement in any court other than a  federal or state court in New Jersey, and you hereby agree and submit to the personal jurisdiction of any  federal or state court in New Jersey. You further agree that you will not deny or attempt to defeat such  personal jurisdiction or object to venue by motion or other request for leave from any such court.  20. Resolution of Disputes. Any dispute or disagreement which shall arise under, or as a result  of, or pursuant to or relating to, this Agreement shall be determined by the Administrator in good faith in its  absolute and uncontrolled discretion, and any such determination or any other determination by the  Administrator under or pursuant to this Agreement and any interpretation by the Administrator of the terms  of this Agreement, will be final, binding and conclusive on all persons affected thereby. You agree that  before you may bring any legal action arising under, as a result of, pursuant to or relating to, this Agreement  you will first exhaust your administrative remedies before the Administrator. You further agree that in the  event that the Administrator does not resolve any dispute or disagreement arising under, as a result of,  pursuant to or relating to, this Agreement to your satisfaction, no legal action may be commenced or  maintained relating to this Agreement more than twenty-four (24) months after the Administrator’s decision.  21. Headings. The headings in this Agreement are for reference purposes only and shall not  affect the meaning or interpretation of this Agreement.  {Glossary begins on next page}  





 






-8-    GLOSSARY     (a) “Administrator” means the Board or the committee(s) or officer(s) appointed by the Board  that have authority to administer the Plan.  (b) “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled  by, or is under common control with, Axogen, Inc. For this purpose, “control” means ownership of 50% or  more of the total combined voting power or value of all classes of stock or interests of the entity.  (c) “Cause” has the meaning ascribed to such term or words of similar import in your written  employment or service contract with the Company as in effect at the time at issue and, in the absence of  such agreement or definition, means your (i) conviction of, or plea of nolo contendere to, a felony or crime  involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company, any  affiliate, customer or vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful violation of  any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty  which involves personal profit; (iv) willful misconduct in connection with your duties or willful failure to  perform your responsibilities in the best interests of the Company; (v) illegal use or distribution of drugs;  (vi) violation of any Company rule, regulation, procedure or policy; or (vii) breach of any provision of any  employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by you  for the benefit of the Company, all as determined by the Administrator, which determination will be  conclusive.  (d) “Change in Control” has the meaning set forth in the Plan.  (e) “Code” means the Internal Revenue Code of 1986, as amended.  (f) “Company” includes Axogen, Inc. and its Affiliates, except where the context otherwise  requires. For purposes of determining whether a Change in Control has occurred, Company shall mean  only Axogen, Inc.  (g) “Fair Market Value” of a share of Common Stock generally means either the closing price  or the average of the high and low sale price per share of Common Stock on the relevant date, as  determined in the Administrator’s discretion, as reported by the principal market or exchange upon which  the Common Stock is listed or admitted for trade. Refer to the Plan for a detailed definition of Fair Market  Value, including how Fair Market Value is determined in the event that no sale of Common Stock is reported  on the relevant date.  (h) “Qualified Retirement” means the termination of your Service after attainment of age sixty  (60) with at least ten (10) years of continuous service, provided that: (i) as a Vice-President or above, if you  elect to terminate your Service voluntarily, you have provided the Company with at least [six (6) / twelve  (12)]2 months’ advance notice of your retirement date or such other term of advance notice as is determined  by the Chief Human Resources Officer of the Company; (ii) as a Vice-President or above, if the Company  elected to terminate your Service, such termination is without Cause and (iii) during the three (3) years prior  to the year in which such termination of Service occurs, you have maintained consistent historical  performance reviews.  (i) “Service” means your employment or other service relationship with the Company and its  Affiliates. Your Service will be considered to have ceased with the Company and its Affiliates if, immediately  after a sale, merger or other corporate transaction, the trade, business or entity with which you are  employed or otherwise have a service relationship is not the Company or its successor or an Affiliate of the  Company or its successor.    2 Notice period to be 12 months for C-suite executives and 6 months for other VPs.  





 






-9-    (j) “Shares” mean the shares of Common Stock underlying the Options.  (k) “Stock Option Notice” means the written notice evidencing the award of the Options that  correlates with and makes up a part of this Agreement.  (l) “Termination of Service” has the meaning set forth in the Plan.  (m) “Total and Permanent Disability” has the meaning set forth in the Plan.  (n) “You”; “Your” means the recipient of the award of Options as reflected on the Stock Option  Notice. Whenever the Agreement refers to “you” under circumstances where the provision should logically  be construed, as determined by the Administrator, to apply to your estate, personal representative, or  beneficiary to whom the Options may be transferred by will or by the laws of descent and distribution, the  word “you” shall be deemed to include such person.     





 






-10-    EXERCISE FORM     Administrator of Amended and Restated 2019 Long-Term Incentive Plan  c/o Office of the Corporate Secretary  Axogen, Inc.  13631 Progress Blvd.  Suite 400  Alachua, FL 32615  Gentlemen:  I hereby exercise the Options granted to me on ____________________, ____, by Axogen, Inc.  (the “Company”), subject to all the terms and provisions of the applicable grant agreement and of the  Axogen, Inc. Amended and Restated 2019 Long-Term Incentive Plan, and notify you of my desire to  purchase ____________ shares of Common Stock of the Company at a price of $___________ per share  pursuant to the exercise of said Options.     Total Amount Enclosed: $__________         Date:________________________ ____________________________________    (Optionee)              Received by AXOGEN, INC. on    ___________________________, ____                   By: ______________________________