ex10-1.htm


    
      
 

      Exhibit
10.1

      CHANGE IN
CONTROL SEVERANCE AGREEMENT

       

      


      THIS
AGREEMENT is entered into as of the 3rd day of May, 2010 (the “Effective Date”)
by and between CONMED Corporation, a New York corporation (the “Company”), and
Joseph G. Darling, c/o ConMed Linvatec 11311 Concept Boulevard, Largo
FL  33773 (“Executive”).

       

                 W
I T N E S S E T H

       

      WHEREAS,
the Company considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests of the
Company and its stockholders; and

       

      WHEREAS,
the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control may arise and that such
possibility may result in the departure or distraction of management personnel
to the detriment of the Company and its stockholders; and

       

      WHEREAS,
the Board (as defined in Section 1) has determined that it is in the best
interests of the Company and its stockholders to secure Executive’s continued
services for the Company and/or a subsidiary of the Company and to ensure
Executive’s
continued dedication to his duties in the event of any threat or occurrence of a
Change in Control (as defined in Section 1) of the Company; and

       

      WHEREAS,
the Board has authorized the Company to enter into this Agreement.

       

      NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, the Company and Executive hereby agree as
follows:

       

      1.      Definitions.  As
used in this Agreement, the following terms shall have the respective meanings
set forth below:

       

      (a)         “Board” means the Board of Directors
of the Company.

       

      (b)         “Bonus Amount” means the highest annual
incentive bonus earned by Executive from the Company (or its affiliates) during
the last three (3) completed fiscal years of the Company immediately preceding
Executive’s Date of
Termination (annualized in the event Executive was not employed by the Company
(or its affiliates) for the whole of any such fiscal year).

       

      (c)         “Cause” means (i) the willful and
continued failure of Executive to perform substantially his duties with the
Company (other than any such failure resulting from Executive’s incapacity due to physical
or mental illness or any such failure subsequent to Executive being delivered a
Notice of Termination without Cause by the Company or delivering a Notice of
Termination for Good Reason to the Company) after a written demand for
substantial performance is delivered to Executive by the Board which
specifically identifies the manner in which the Board believes that Executive
has not substantially performed Executive’s duties, or (ii) the willful
engaging by Executive in illegal conduct or gross misconduct which is
demonstrably and materially injurious to the Company or its
affiliates.  For purpose of this paragraph (b), no act or failure to
act by Executive shall be considered “willful” unless done or omitted to be
done by Executive in bad faith and without reasonable belief that Executive’s action or omission was in
the best interests of the Company or its affiliates.  Any act, or
failure to act, based upon authority given pursuant to a resolution duly adopted
by the Board, based upon the advice of counsel for the Company or upon the
instructions of the Company’s chief executive officer or
another senior officer of the Company shall be conclusively presumed to be done,
or omitted to be done, by Executive in good faith and in the best interests of
the Company.  Cause shall not exist unless and until the Company has
delivered to Executive a copy of a resolution duly adopted by three-quarters
(3/4) of the entire Board (excluding Executive if Executive is a Board member)
at a meeting of the Board called and held for such purpose (after reasonable
notice to Executive and an opportunity for Executive, together with counsel, to
be heard before the Board), finding that in the good faith opinion of the Board
an event set forth in clauses (i) or (ii) has occurred and specifying the
particulars thereof in detail.

       


      
        
           


        

        
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      (d)         “Change in Control” means the occurrence of any
one of the following events:

       

      (i)           individuals
who, as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to
constitute at least a majority of the Board, provided that any person becoming a
director subsequent to the Effective Date, whose election or nomination for
election was approved by a vote of at least two-thirds of the Incumbent
Directors then on the Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director, without written objection to such nomination) shall be an Incumbent
Director; provided, however, that no individual initially elected or nominated
as a director of the Company as a result of an actual or threatened election
contest with respect to directors or as a result of any other actual or
threatened solicitation of proxies or consents by or on behalf of any person
other than the Board shall be deemed to be an Incumbent Director;

       

      (ii)           any
“person” (as such term is defined in
Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections
13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company’s then outstanding securities
eligible to vote for the election of the Board (the “Company Voting
Securities”); provided, however, that the
event described in this paragraph (ii) shall not be deemed to be a Change in
Control by virtue of any of the following acquisitions:  (A) by the
Company or any Subsidiary, (B) by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter
temporarily holding securities pursuant to an offering of such securities, (D)
pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), or (E)
pursuant to any acquisition by Executive or any group of persons including
Executive (or any entity controlled by Executive or any group of persons
including Executive);

       

      (iii)           the
consummation of a merger, consolidation, statutory share exchange or similar
form of corporate transaction involving the Company or any of its Subsidiaries
that requires the approval of the Company’s stockholders, whether for
such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately
following such Business Combination:  (A) more than 50% of the total
voting power of (x) the corporation resulting from such Business Combination
(the “Surviving
Corporation”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the voting securities eligible to elect
directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company
Voting Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which such Company
Voting Securities were converted pursuant to such Business Combination), and
such voting power among the holders thereof is in substantially the same
proportion as the voting power of such Company Voting Securities among the
holders thereof immediately prior to the Business Combination, (B) no person
(other than any employee benefit plan (or related trust) sponsored or maintained
by the Surviving Corporation or the Parent Corporation), is or becomes the
beneficial owner, directly or indirectly, of 25% or more of the total voting
power of the outstanding voting securities eligible to elect directors of the
Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) and (C) at least a majority of the members of the board of
directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) following the consummation of the Business Combination
were Incumbent Directors at the time of the Board’s approval of the execution
of the initial agreement providing for such Business Combination (any Business
Combination which satisfies all of the criteria specified in (A), (B) and (C)
above shall be deemed to be a “Non-Qualifying
Transaction”);
or

       

      (iv)           the
stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or a sale of all or substantially all of the
Company’s
assets.

       

      Notwithstanding
the foregoing, a Change in Control of the Company shall not be deemed to occur
solely because any person acquires beneficial ownership of more than 25% of the
Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company Voting Securities
outstanding; provided, that if
after

       


      
        
           


        

        
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      such
acquisition by the Company such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person, a
Change in Control of the Company shall then occur.

       

      (e)      “Date of Termination” means (1) the effective date
on which Executive’s
employment by the Company terminates as specified in a prior written notice by
the Company or Executive, as the case may be, to the other, delivered pursuant
to Section 10 or (2) if Executive’s employment by the Company
terminates by reason of death, the date of death of Executive.

       

      (f)      “Disability” means termination of
Executive’s employment
by the Company due to Executive’s absence from Executive’s duties with the Company on
a full-time basis for at least one hundred eighty (180) consecutive days as a
result of Executive’s
incapacity due to physical or mental illness.

       

      (g)      “Good Reason” means, without
Executive’s express
written consent, the occurrence of any of the following events after a Change in
Control:

       

      (i)           (A) any change in the duties
or responsibilities (including reporting responsibilities) of Executive that is
inconsistent in any material and adverse respect with Executive’s position(s),
duties, responsibilities or status with the Company immediately prior to such
Change in Control (including any material and adverse diminution of such duties
or responsibilities); provided, however, that Good
Reason shall not be deemed to occur upon a change in duties or responsibilities
(other than reporting responsibilities) that is solely and directly a result of
the Company no longer being a publicly traded entity and does not involve any
other event set forth in this paragraph (g) or (B) a material and adverse change
in Executive’s titles or
offices with the Company as in effect immediately prior to such Change in
Control;

       

      (ii)           a
material reduction
by the Company in Executive’s rate of annual base salary
or annual target bonus opportunity (including any material and adverse change in
the formula for such annual bonus target), as in effect immediately prior to
such Change in Control or as the same may be increased from time to time
thereafter;

       

      (iii)           any
requirement of the Company that Executive (A) be based anywhere more than fifty
(50) miles from the office where Executive is located at the time of the Change
in Control or (B) travel on Company business to an extent substantially greater
than the travel obligations of Executive immediately prior to such Change in
Control;

       

      (iv)           the
failure of the Company to continue in effect any material employee benefit
compensation welfare benefit or fringe benefit plan in which Executive is
eligible to participate in immediately prior to such Change in Control or the
taking of any action by the Company which would materially adversely affect
Executive’s contribution
level or ability to participate in or materially reduce Executive’s benefits under any such
plan, unless Executive is permitted to participate in other plans providing
Executive with substantially equivalent benefits in the aggregate (at
substantially equivalent Executive contribution  with respect to
welfare benefit plans) or

       

      (v)           the
failure of the Company to obtain the assumption of this Agreement from any
successor as contemplated in Section 9(b).

       

      An
isolated, insubstantial and inadvertent action taken in good faith and which is
remedied by the Company within ten (10) days after receipt of notice thereof
given by Executive shall not constitute Good Reason.  Executive’s right to terminate
employment for Good Reason shall not be affected by Executive’s incapacities due to mental
or physical illness and Executive’s continued employment shall
not constitute consent to, or a waiver of rights with respect to, any event or
condition constituting Good Reason; provided, however, that such event shall not
constitute Good Reason under this Agreement unless (i) Executive provides notice to the
Company within the ninety (90) days following the initial existence of an event
constituting Good Reason,
(ii) the Company does not remedy such event (if remediation is possible)
within thirty (30) days following the Company’s receipt of notice of such event,
and (iii) Executive separates from service with the Company within two (2) years
following the initial existence of such an event constituting Good
Reason.

       


      
        
           


        

        
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      (h)     “Qualifying Termination” means a termination of
Executive’s employment
(i) by the Company other than for Cause or (ii) by Executive for Good
Reason.  Termination of Executive’s employment on account of
death, Disability or Retirement shall not be treated as a Qualifying
Termination.

       

      (i)      “Retirement” means Executive’s mandatory retirement (not
including any mandatory early retirement) in accordance with the Company’s retirement policy generally
applicable to its salaried employees, as in effect immediately prior to the
Change in Control, or in accordance with any retirement arrangement established
with respect to Executive with Executive’s written
consent.

       

      (j)      “Subsidiary” means any corporation or
other entity in which the Company has a direct or indirect ownership interest of
50% or more of the total combined voting power of the then outstanding
securities or interests of such corporation or other entity entitled to vote
generally in the election of directors or in which the Company has the right to
receive 50% or more of the distribution of profits or 50% of the assets or
liquidation or dissolution.

       

      (k)      “Termination Period” means the period of time
beginning with a Change in Control and ending two (2) years and six (6) months
following such Change in Control.  Notwithstanding anything in this
Agreement to the contrary, if (i) Executive’s employment is terminated
prior to a Change in Control for reasons that would have constituted a
Qualifying Termination if they had occurred following a Change in Control; (ii)
Executive reasonably demonstrates that such termination (or Good Reason event)
was at the request of a third party who had indicated an intention or taken
steps reasonably calculated to effect a Change in Control; and (iii) a Change in
Control involving such third party (or a party competing with such third party
to effectuate a Change in Control) does occur, then for purposes of this
Agreement, the date immediately prior to the date of such termination of
employment or event constituting Good Reason shall be treated as a Change in
Control.  For purposes of determining the timing of payments and
benefits to Executive under Section 4, the date of the actual Change in Control
shall be treated as Executive’s Date of Termination under
Section 1(e).

       

      2.      Obligation of
Executive.  In the event of a tender or exchange offer, proxy
contest, or the execution of any agreement which, if consummated, would
constitute a Change in Control, Executive agrees not to voluntarily leave the
employ of the Company, other than as a result of Disability, retirement or an
event which would constitute Good Reason if a Change in Control had occurred,
until the Change in Control occurs or, if earlier, such tender or exchange
offer, proxy contest, or agreement is terminated or abandoned.

       

      3.      Term of
Agreement.  This Agreement shall be effective on the date
hereof and shall continue in effect until the Company shall have given three (3)
years’ written notice of
cancellation; provided, that, notwithstanding the delivery of any such notice,
this Agreement shall continue in effect for a period of two (2) years after a
Change in Control, if such Change in Control shall have occurred during the term
of this Agreement.  Notwithstanding anything in this Section to the
contrary, this Agreement shall terminate if Executive or the Company terminates
Executive’s
employment prior to a Change in Control except as provided in Section
1(k).

       

      4.      Payments Upon Termination of
Employment.

       

      (a)      Qualifying
Termination.  If during the Termination Period the employment
of Executive shall terminate pursuant to a Qualifying Termination, then the
Company shall provide to Executive:

       

      (i)           within
ten (10) days following the Date of Termination a lump-sum cash amount equal to
the sum of (A) Executive’s base salary through the
Date of Termination and any bonus amounts which have become payable, to the
extent not theretofore paid or deferred, (B) a pro rata portion of
Executive’s annual bonus
for the fiscal year in which Executive’s Date of Termination occurs
in an amount at least equal to (1) Executive’s Bonus Amount, multiplied by
(2) a fraction, the numerator of which is the number of days in the fiscal year
in which the Date of Termination occurs through the Date of Termination and the
denominator of which is three hundred sixty-five (365), and reduced by (3) any
amounts paid from the Company’s annual incentive plan for
the fiscal year in which Executive’s Date of Termination occurs
and (C), any compensation previously deferred by Executive other than pursuant
to a tax-qualified plan (together with any interest and earnings thereon) and
any accrued vacation pay, in each case to the extent not theretofore paid;
plus

       


      
        
           


        

        
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      (ii)           within
ten (10) days following the Date of Termination, a lump-sum cash amount equal to
(i) three (3) times Executive’s highest annual rate of base
salary during the 12-month period immediately prior to Executive’s Date of Termination, plus
(ii) three (3) times Executive’s Bonus Amount.

       

      (b)      If
during the Termination Period the employment of Executive shall terminate
pursuant to a Qualifying Termination, the Company shall continue to offer, for a
period of (3) years following Executive’s Date of Termination,
Executive (and Executive’s dependents, if applicable)
with the same level of medical, dental, accident, disability and life insurance
benefits upon substantially the same terms and conditions (including
contributions required by Executive for such benefits) as existed immediately
prior to Executive’s
Date of Termination (or, if more favorable to Executive, as such benefits and
terms and conditions existed immediately prior to the Change in Control); such
medical and dental insurance benefits shall be provided in the form of continued
group health coverage under COBRA for the 18 months following Executive’s
termination of employment, and thereafter, at the Company’s sole discretion,
either (i) under a fully insured Company health benefit plan, (ii) as
reimbursement (on an after tax basis) of the premium expense Executive incurs to
purchase comparable health coverage or (iii) as reimbursement (on an after tax
basis) of the actual out-of-pocket health expenses Executive incurs, and such
accident, disability and life insurance benefits shall be provided as a
reimbursement (on an after tax basis) of the premium expense Executive incurs to
purchase such accident, disability and life insurance
benefits.  Notwithstanding the foregoing, in the event Executive
becomes reemployed with another employer and becomes eligible to receive welfare
benefits from such employer, the welfare benefits described herein shall be
secondary to such benefits during the period of Executive’s eligibility, but only to
the extent that the Company reimburses Executive for any increased cost and
provides any additional benefits necessary to give Executive the benefits
provided hereunder.

       

      In
addition, the Company shall continue to make payments to or on behalf of the
Executive with respect to the expenses set forth on Exhibit A for a period of
three (3) years from such Date of Termination.

       

      (c)      If
during the Termination Period the employment of Executive shall terminate other
than by reason of a Qualifying Termination, then the Company shall pay to
Executive within thirty (30) days following the Date of Termination, a lump-sum
cash amount equal to the sum of (1) Executive’s base salary through the
Date of Termination and any bonus amounts which have become payable, to the
extent not theretofore paid or deferred, and (2) any accrued vacation pay to the
extent not theretofore paid.  The Company may make such additional
payments, and provide such additional benefits, to Executive as the Company and
Executive may agree in writing.

       

      5.      Certain Additional Payments
by the Company.

       

      (a)      Anything
in this Agreement to the contrary, in the event it shall be determined that any
payment, award, benefit or distribution (or any acceleration of any payment,
award, benefit or distribution) by the Company (or any of its affiliated
entities) or any entity which effectuates a Change in Control (or any of its
affiliated entities) to or for the benefit of Executive (whether pursuant to the
terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 5) (the “Payments”) would be subject to the
excise tax (the “Excise
Tax”) under Section 4999
of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or
penalties are incurred by Executive with respect to such excise tax (such excise
tax, together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), then the Company shall pay
to Executive an additional payment (a “Gross-Up Payment”) in an amount such that
after payment by Executive of all taxes (including any Excise Tax) imposed upon
the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal
to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product
of any deductions disallowed because of the inclusion of the Gross-up Payment in
Executive’s adjusted
gross income and the highest applicable marginal rate of federal income taxation
for the calendar year in which the Gross-up Payment is to be
made.  For purposes of determining the amount of the Gross-up Payment,
the Executive shall be deemed to (i) pay federal income taxes at the highest
marginal rates of federal income taxation for the calendar year in which the
Gross-up Payment is to be made, (ii) pay applicable state and local income taxes
at the highest marginal rate of taxation for the calendar year in which the
Gross-up Payment is to be made, net of the maximum reduction in federal income
taxes which could be obtained from deduction of such state and local taxes and
(iii) have otherwise allowable deductions for federal income tax purposes at
least equal to those which could be disallowed because of the inclusion of the
Gross-up Payment in the Executive’s adjusted gross
income.  Notwithstanding the foregoing provisions of this Section
5(a), if it shall be determined that Executive is entitled to a Gross-Up
Payment, but that the Payments would not be subject to the Excise Tax if the
Payments were reduced by an amount that is less than 10% of the portion of the
Payments that would be treated as “parachute payments” under Section 280G of the
Code, then the amounts payable to Executive under this Agreement shall be
reduced (but not below zero) to the maximum amount that could be paid to
Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment
shall be made to Executive.  The reduction of the amounts payable
hereunder, if applicable, shall be made by first reducing payments under
Section 4(a)(ii), second reducing the payments under
Section 4(a)(i) and last reducing benefits under Section 4(a)(iii).  For purposes of
reducing the Payments to the Safe Harbor Cap, only amounts payable under this
Agreement (and no other Payments) shall be reduced.  If the reduction
of the amounts payable hereunder would not result in a reduction of the Payments
to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced
pursuant to this provision.

       


      
        
           


        

        
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      (b)      Subject
to the provisions of Section 5(a), all determinations required to be made under
this Section 5, including whether and when a Gross-Up Payment is required, the
amount of such Gross-Up Payment, the reduction of the Payments to the Safe
Harbor Cap and the assumptions to be utilized in arriving at such
determinations, shall be made by the public accounting firm that is retained by
the Company as of the date immediately prior to the Change in Control (the “Accounting Firm”) which shall provide
detailed supporting calculations both to the Company and Executive within
fifteen (15) business days of the receipt of notice from the Company or the
Executive that there has been a Payment, or such earlier time as is requested by
the Company (collectively, the “Determination”).  In the event
that the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change in Control, Executive may appoint another
nationally recognized public accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder).  All fees and expenses of the Accounting Firm shall
be borne solely by the Company and the Company shall enter into any agreement
requested by the Accounting Firm in connection with the performance of the
services hereunder.  The Gross-up Payment under this Section 5 with
respect to any Payments shall be made no later than thirty (30) days following
such Payment.  If the Accounting Firm determines that no Excise Tax is
payable by Executive, it shall furnish Executive with a written opinion to such
effect, and to the effect that failure to report the Excise Tax, if any, on
Executive’s applicable
federal income tax return will not result in the imposition of a negligence or
similar penalty.  In the event the Accounting Firm determines that the
Payments shall be reduced to the Safe Harbor Cap, it shall furnish Executive
with a written opinion to such effect.  The Determination by the
Accounting Firm shall be binding upon the Company and Executive.  As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the Determination, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made (“Underpayment”) or Gross-up Payments are
made by the Company which should not have been made (“Overpayment”), consistent with the
calculations required to be made hereunder.  In the event that the
Executive thereafter is required to make payment of any Excise Tax or additional
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the
Company to or for the benefit of Executive.  In the event the amount
of the Gross-up Payment exceeds the amount necessary to reimburse the Executive
for his Excise Tax, the Accounting Firm shall determine the amount of the
Overpayment that has been made and any such Overpayment (together with interest
at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid
by Executive (to the extent he has received a refund if the applicable Excise
Tax has been paid to the Internal Revenue Service) to or for the benefit of the
Company.  Executive shall cooperate, to the extent his expenses are
reimbursed by the Company, with any reasonable requests by the Company in
connection with any contests or disputes with the Internal Revenue Service in
connection with the Excise Tax.

       

      6.      Withholding
Taxes.  The Company may withhold from all payments due to
Executive (or his beneficiary or estate) hereunder all taxes which, by
applicable federal, state, local or other law, the Company is required to
withhold there from.

       

      7.      Reimbursement of
Expenses.  If any contest or dispute shall arise under this
Agreement involving termination of Executive’s employment with the Company
or involving the failure or refusal of the Company to perform fully in
accordance with the terms hereof, the Company shall reimburse Executive, on a
current basis, for all reasonable legal fees and expenses, if any, incurred by
Executive in connection with such contest or dispute (regardless of the result
thereof), together with interest in an amount equal to the prime rate of Chase
Manhattan Bank, N.A. from time to time in effect, but in no event higher than
the maximum legal rate permissible under applicable law, such interest to accrue
from the date the Company receives Executive’s statement for such fees and
expenses through the date of payment thereof, regardless of whether or not
Executive’s claim is
upheld by a court of competent jurisdiction.

       

      8.      Scope of
Agreement.  Nothing in this Agreement shall be deemed to
entitle Executive to continued employment with the Company or its Subsidiaries,
and if Executive’s
employment with the Company shall terminate prior to a Change in Control,
Executive shall have no further rights under this Agreement (except as otherwise
provided hereunder); provided, however, that any
termination of Executive’s employment during the
Termination Period shall be subject to all of the provisions of this
Agreement.

       


      
        
           


        

        
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      9.      Successors; Binding
Agreement.

       

      (a)      This
Agreement shall not be terminated by any Business Combination.  In the
event of any Business Combination, the provisions of this Agreement shall be
binding upon the Surviving Corporation, and such Surviving Corporation shall be
treated as the Company hereunder.

       

      (b)      The
Company agrees that in connection with any Business Combination, it will cause
any successor entity to the Company unconditionally to assume (and for any
Parent Corporation in such Business Combination to guarantee), by written
instrument delivered to Executive (or his beneficiary or estate), all of the
obligations of the Company hereunder.  Failure of the Company to
obtain such assumption and guarantee prior to the effectiveness of any such
Business Combination that constitutes a Change in Control, shall be a breach of
this Agreement and shall constitute Good Reason hereunder and shall entitle
Executive to compensation and other benefits from the Company in the same amount
and on the same terms as Executive would be entitled hereunder if Executive’s employment were terminated
following a Change in Control by reason of a Qualifying
Termination.  For purposes of implementing the foregoing, the date on
which any such Business Combination becomes effective shall be deemed the date
Good Reason occurs, and shall be the Date of Termination if requested by
Executive.

       

      (c)      This
Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.  If Executive shall die while any amounts would
be payable to Executive hereunder had Executive continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to such person or persons appointed in writing by
Executive to receive such amounts or, if no person is so appointed, to
Executive’s
estate.

       

      10.      Notice.  (a)  For
purposes of this Agreement, all notices and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given when delivered or five (5) days after deposit in the United States mail,
certified and return receipt requested, postage prepaid, addressed as
follows:

       

      If to the
Executive:

       

      Joseph G.
Darling

      c/o
ConMed Linvatec

      11311
Concept Boulevard

      Largo, FL
33773

      


      If to the
Company:

       

      CONMED
Corporation

      525
French Road

      Utica,
New York 13502

      


      Attention:  President

      


      With a
copy to:  General Counsel

      


      


      or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

       

      (b)      A
written notice of Executive’s Date of Termination by the
Company or Executive, as the case may be, to the other, shall (i) indicate the
specific termination provision in this Agreement relied upon, (ii) to the extent
applicable, set forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive’s employment under the
provision so indicated and (iii) specify the termination date (which date shall
be not less than fifteen (15) (thirty (30), if termination is by the Company for
Disability) nor more than sixty (60) days after the giving of such
notice).  The failure by Executive or the Company to set forth in such
notice any fact or circumstance which contributes to a showing of Good Reason or
Cause shall not waive any right of Executive or the Company hereunder or
preclude Executive or the Company from asserting such fact or circumstance in
enforcing Executive’s or
the Company’s rights
hereunder.

       


      
        
           


        

        
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      11.      Full Settlement; Prior Agreement; Resolution of
Disputes.  The Company’s obligation to make any payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall be in lieu and in full settlement of all other severance
payments to Executive under any other severance or employment agreement between
Executive and the Company, and any severance plan of the Company.  For
the avoidance of doubt, in the event of a Change in Control as defined in this
Agreement, Executive agrees that no payments that otherwise may become be due
under the Executive Severance Agreement between Executive and ConMed Linvatec
effective as of May 1, 2008 (the “Conmed Linvatec Severance Agreement”) shall be
due; provided, however, that in the absence of a Change in Control under this
Agreement, if there were a Change in Control within the meaning of the ConMed
Linvatec Severance Agreement, any payments under the Conmed Linvatec Severance
Agreement will still be due under the terms of such agreement.  The
Company’s obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Company may have against Executive or others.  In no event shall
Executive be obligated to seek other employment or take other action by way of
mitigation of the amounts payable to Executive under any of the provisions of
this Agreement and, except as provided in Section 4(b), such amounts shall not
be reduced whether or not Executive obtains other employment.

       

      12.      Employment with
Subsidiaries.  Employment with the Company for purposes of this
Agreement shall include employment with any Subsidiary.

       

      13.      Survival.  The
respective obligations and benefits afforded to the Company and Executive as
provided in Sections 4 (to the extent that payments or benefits are owed as a
result of a termination of employment that occurs during the term of this
Agreement), 5 (to the extent that Payments are made to Executive as a result of
a Change in Control that occurs during the term of this Agreement), 6, 7, 9(c)
and 11 shall survive the termination of this Agreement.

       

      14.      GOVERNING LAW;
VALIDITY.  THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLE
OF CONFLICTS OF LAWS.  THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN
FULL FORCE AND EFFECT.

       

      15.      Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original and all of which together shall constitute one and the same
instrument.

       

      16.      Miscellaneous.  No
provision of this Agreement may be modified or waived unless such modification
or waiver is agreed to in writing and signed by Executive and by a duly
authorized officer of the Company.  No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.  Failure by Executive or
the Company to insist upon strict compliance with any provision of this
Agreement or to assert any right Executive or the Company may have hereunder,
including without limitation, the right of Executive to terminate employment for
Good Reason, shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Agreement.  Except as otherwise
specifically provided herein, the rights of, and benefits payable to, Executive,
his estate or his beneficiaries pursuant to this Agreement are in addition to
any rights of, or benefits payable to, Executive, his estate or his
beneficiaries under any other employee benefit plan or compensation program of
the Company.

       

      17.         Compliance with Section
409A of the Code.  It is the parties’ intent that the payments
and benefits provided under this Agreement be exempt from the definition of
“non-qualified deferred compensation” within the meaning of Section 409A of the
Code, and the Agreement shall be interpreted accordingly.  In this
regard each payment under this Agreement shall be treated as a separate payment
for purposes of Section 409A of the Code.  To the extent that any
payment or benefit under this Agreement constitutes “non-qualified deferred
compensation” then this Agreement is intended to comply with Section 409A of the
Code and the Agreement shall be interpreted accordingly.  If and to
the extent that any payment or benefit is determined by the Company (a) to
constitute “non-qualified deferred compensation” subject to Section 409A of the
Code, (b) such payment or benefit is provided to Executive and Executive is a
“specified employee” (within the meaning of Section 409A of the Code and as
determined pursuant to procedures established by the Company) and (c) such
payment or benefit must be delayed for six months from Executive’s Date of
Termination (or an earlier date) in order to comply with Section
409A(a)(2)(B)(i) of the Code and not cause Executive to incur any additional tax
under Section 409A of the Code, then the Company will delay making any such
payment or providing such benefit until the expiration of such six month period
(or, if earlier, Executive’s death, “disability” or a “change in control event”,
as such terms are defined in Section 1.409A-3(i)(4) and (5) of the
Code).  In addition, any expense reimbursements provided under this
Agreement, including but not limited to those reimbursements provided pursuant
to Sections 4, 5 and 7 of this Agreement, shall be paid to Executive as soon as
practicable, but in any event no later than the end of Executive’s taxable year
following the taxable year in which Executive incurs such reimbursable expense
or remits in reimbursable tax payment, as appropriate.

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly
authorized officer of the Company and Executive has executed this Agreement as
of the day and year first above written.

       

      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                CONMED
      Corporation

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                By:

              	
                /s/  Daniel S.
    Jonas

              
	
                Witness:

              	
                /s/ Teresa Merritt

              	 
      	
                Name:

              	
                Daniel S. Jonas, Esq.

              
	 
      	 
      	 
      	
                Title:

              	
                V. P. – Legal Affairs, General
      Counsel

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                Executive

              
	 	 	 	 
	 
      	 
      	 
      	
                By:

              	
                /s/  Joseph G.
      Darling

              
	
                Witness:

              	
                /s/ Audrey Herzner

              	 
      	
                Name:

              	
                Joseph G. Darling

              
	 
      	 
      	 
      	
                Title:

              	
                President, ConMed
  Linvatec

              


      

      


      


      


      


      



      
        
           


        

        
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       Joseph G. Darling – ConMed
Corporation

      Change in
Control Severance Agreement

      Exhibit
A

      


      


      


      
        	
                 
      

              	
                1.

              	
                Car
      Allowance

              


      

      
        	
                 
      

              	
                2.

              	
                Cell
      Phone Reimbursement

              


      

      
        	
                 
      

              	
                3.

              	
                Country
      Club Membership

              


      

      
        	
                 
      

              	
                4.

              	
                Tax
      Preparation Fees

              


      

      


      
 

       

       

       

      E-10