Exhibit 10.2





Exhibit 10.2









MiMedx Group, Inc.

2010 Management Incentive Plan

(MIP)





	I.	 	Purpose

	 
	 	 	The 2010 MIP is designed to provide an incentive for key members of the MiMedx Group, Inc.
(MiMedx or Company) management team to exceed the 2010 Business Plan and reward those
management team members with deserving performance.

	 
	 	 	The goals of the 2010 MIP are:







	 	1.	 	To increase shareholder value.

	 
	 	2.	 	To achieve and exceed the 2010 Business Plan for Consolidated MiMedx and each
Division of the Company.

	 
	 	3.	 	To reward key individuals for demonstrated performance that is sustained
throughout the year.

	 
	 	4.	 	To enhance the Company’s ability to be competitive in the marketplace for
executive talent and attract, retain and motivate a high-performing and high-potential
management team.







	II.	 	Program Period

	 
	 	 	This program is in effect from January 1, 2010 through December 31, 2010. The program is
subject to adjustment by the Company at any time during or after the program period. In the
event of a program adjustment, an addendum will be published to inform eligible participants.

	 
	III.	 	Participation and Eligibility

	 
	 	 	Participation and eligibility are determined by the MIP Compensation Committee at its sole
discretion. No individual is automatically included in the MiMedx 2010 MIP. Only those
individuals approved by the Compensation Committee and confirmed in writing are eligible.
Verbal comments or promises to any employee or past practices are not binding on MiMedx or
any of its divisions or subsidiaries in any manner.





 


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2010 MiMedx Management Incentive Plan





	III.	 	Participation and Eligibility (cont’d)

	 
	 	 	Terminated Employees: If a participant terminates from the Company, the following
guidelines will be used for all voluntary or involuntary terminations as well as terminations
due to a Reduction in Force: Incentives are only earned by employees in good standing on
the date payment is made. Participants terminating employment prior to the date of
payment are not eligible for any incentive payment, regardless of the reason for termination
of employment.

	 
	 	 	First Time Participants: New management employees hired or promoted into an eligible
position will be able to begin participating in the MIP on the first day of the first full
month in the eligible position. The Base Bonus will be prorated based on the number of
months employed in the eligible position. No incentives will be earned or paid for new
hires beginning employment after September 30, 2010.

	 
	 	 	Existing Participants: Participants who transfer during the period January 1, 2010
through December 31, 2010 from one MIP eligible position to another MIP eligible position,
having either a higher or lower Base Bonus, will begin participating at the new MIP level on
the first day of the first full month in the new position. The participant’s Base Bonus will
be prorated for the months employed in each eligible position.

	 
	 	 	Leave of Absence: Participants who have been on an approved leave of absence for
medical or other reasons for greater than 60 cumulative days during the year will receive a
prorated portion of their earned Base Bonus. The earned Base Bonus for participants on
approved leaves of absence of less than 60 cumulative days will not be prorated based on the
period of approved leave. Participants who have been on an approved leave of absence for
medical or other reasons for greater than 120 cumulative days during the year will not be
eligible to earn any amount of MIP for the year.

	 
	IV.	 	Administration

	 
	 	 	The MIP Compensation Committee will be responsible for the methods of calculation and
administration of the Plan. The Committee will be comprised of the Chairman & CEO; President
& Chief Operating Officer; Chief Financial Officer; and Vice President Human Resources &
Administration.

	 
	 	 	The Company may change the plan from time to time in any respect. All decisions made by the
MIP Compensation Committee and the Company relative to the plan are final and binding. The
determination of compliance with the individual objectives established under the plan for an
employee shall be made by the MIP Compensation Committee in its sole discretion.

	 
	V.	 	Incentive Determination and Payment

	 
	 	 	The 2010 MIP provides for the determination of a Base Bonus expressed as a percentage of the
participant’s annual salary in effect at the end of the program period or the end of each
respective period when a participant transfers from one MIP eligible position to another.

	 
	 	 	Participants approved for MIP participation as of January 1, 2010 are eligible for a full
year’s participation not subject to proration. All incentives earned under the MIP will be
measured and paid annually.





 


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2010 MiMedx Management Incentive Plan





	VI.	 	Method of Calculation

	 
	 	 	Each participant’s incentive will be calculated based on the achievement of a financial
target and individual objectives. The stated financial target will be Consolidated MiMedx
Group Earnings Before Interest, Taxes, Depreciation and Amortization (“MiMedx EBITDA”). The
individual objectives will be comprised of one or more key operational measures and/or major
milestone outcomes that are specific to the participant’s position and directly influenced by
the participant’s performance. Individual objectives must be approved by the Chairman & CEO
and the President & COO. For all participants, other than the Chairman & CEO and the
President & COO, seventy-five percent (75%) of the participant’s full Base Bonus will be
allocated to the MiMedx EBITDA component and twenty-five percent (25%) will be allocated to
the individual objectives component. For the Chairman & CEO and the President & COO, one
hundred percent (100%) of the full Base Bonus will be allocated to the MiMedx EBITDA
component and no amount allocated to individual objectives.







MIMEDX EBITDA COMPONENT




If MiMedx EBITDA is 100% to Plan following the accrual of all Base Bonus
expense, the participant is eligible to earn the participant’s full Base Bonus
amount allocated to MiMedx EBITDA performance. For MiMedx EBITDA performance
below 100% to Plan, the participant may be eligible to earn a reduced portion
of the participant’s Base Bonus allocated to MiMedx EBITDA performance as
determined by the MiMedx Board of Directors in their sole discretion. The
MiMedx Board of Directors will establish a minimum level for MiMedx EBITDA
performance, below which, no incentive for this component of the MIP is
earned.




If the MiMedx EBITDA exceeds 100% to Plan following the accrual of all Base
Bonus expense, the participant may earn an Excess Bonus. An Excess Bonus Pool
will be funded at the rate of $0.50 to the dollar for each dollar of MiMedx
EBITDA in excess of 100% to Plan. This Excess Bonus Pool will continue to be
funded at this percentage from available excess MiMedx EBITDA until the
maximum MIP amount is earned by each eligible participant in the pool. The
maximum MIP amount is equal to two (2) times the participant’s Base Bonus.




INDIVIDUAL OBJECTIVES COMPONENT




A minimum level of MiMedx EBITDA performance (as determined by the MiMedx
Board of Directors in its sole discretion) must be achieved before any
incentive can be earned for individual objectives performance. If the
minimum level of MiMedx EBITDA performance is not achieved, no amounts can be
earned for this component of the MIP. If the minimum level of MiMedx EBITDA
performance is achieved, the MiMedx EBITDA component and the individual
objectives component of the MIP will operate independent of the other, and if
the Base Bonus is not earned in the MiMedx EBITDA component, the participant
is still eligible to earn the Base Bonus allocated to the individual
objectives component.




If the minimum level of MiMedx EBITDA performance is achieved and all of
the individual objectives are achieved, the participant may earn the Base
Bonus amount allocated to the individual objectives component of the MIP. If
some, but not all, of the individual objectives are attained, a partial amount
of the Base Bonus allocated to the individual objectives component may be
earned on a proportionate basis. For example, if two of three individual
objectives were achieved, the participant may earn 2/3 of the Base Bonus
amount allocated to individual objectives. If no individual objectives are attained, no incentive
is earned for this component of the MIP.


 


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2010 MiMedx Management Incentive Plan





	VII.	 	Miscellaneous

	 
	 	 	Nothing in the MIP shall be deemed to constitute a contract for the continuance of employment
of the participants or bring about a change of status of employment. Neither the action of
the Company in establishing this program, nor any provisions hereof, nor any action taken by
the Company shall be construed as giving any employee the right to be retained in the employ
of the Company for any period of time, or to be employed in any particular position, or at
any particular rate of remuneration.

	 
	 	 	Further, nothing contained herein shall in any manner inhibit the day-to-day conduct of the
business of the Company and its subsidiaries, which shall remain within the sole discretion
of management of the Company; nor shall any requirements imposed by management or resulting
from the conduct of the business of the Company constitute an excuse for, or waiver from,
compliance with any goal established under this plan.

	 
	 	 	No persons shall have any right, vested or contingent, or any claim whatsoever, to be granted
any award or receive any payment hereunder, except payments of awards determined and payable
in accordance with the specific provisions hereof or pursuant to a specific and properly
approved agreement regarding the granting or payment of an award to a designated individual.

	 
	 	 	Neither this program, nor any payments pursuant to this program, shall affect, or have any
application to, any of the Company’s life insurance, disability insurance, PTO, medical or
other related benefit plans, whether contributory or non-contributory on the part of the
employee except as may be specifically provided by the terms of the benefit plan.

	 
	 	 	All payments pursuant to this program are in gross amounts less applicable withholdings.

	 
	 	 	MiMedx reserves the right to apply a participant’s incentive payment against any outstanding
obligations owing to the Company.







 


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