ex10-28.htm


    EXHIBIT
10.28

    


    EXECUTIVE
SEVERANCE AGREEMENT

    


    Executive Severance Agreement
("Agreement") is made effective as of May 1, 2008 (the "Effective Date"),
between Linvatec Corporation d/b/a CONMED Linvatec, a Florida corporation with
its principal place of business at 11311 Concept Blvd., Largo, Florida 33773,
hereinafter referred to as "Linvatec," and Joseph G. Darling, hereinafter
referred to as "Darling."

    


    RECITALS

    


    WHEREAS, this Agreement is subject to
and shall be effective and binding on Darling, and shall be binding on Linvatec
upon execution;

    


    WHEREAS, Linvatec Corporation has
offered employment to Darling, and Darling has accepted such employment subject
to the execution of this Executive Severance Agreement;

    


    In
consideration of the promises and of the mutual covenants contained herein, and
for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Severance
      Obligation.  In addition to the terms and conditions of
      employment offered to Darling, which terms are set forth in a separate
      instrument, Linvatec has agreed to provide Darling with a Severance
      Payment, as set forth herein:

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      the event of (i) a sale of substantially all of the assets of, or a
      transfer of substantially all of the stock of, Linvatec (hereinafter
      referred to as a “Change of Control”) and (ii) if either (x) Darling does
      not retain the title of President and comparable responsibilities for the
      eighteen (18) month period following such Change of Control, or (y)
      Darling is terminated with or without cause within eighteen (18) months of
      such change in control, provided Darling agrees to stay on as an employee
      during such eighteen (18) months, Linvatec or its successors or assigns
      will pay to Darling a Severance Payment equal to his salary then in effect
      for eighteen (18) months; provided that Darling shall have provided thirty
      (30) days prior written notice to the Chief Executive Officer of Linvatec
      and the General Counsel of Conmed Corporation within thirty days of his
      having been deprived of the title of President or the comparable
      responsibilities with Linvatec then being permitted thirty (30) days to
      cure, if possible, before Darling shall be entitled to the payment
      contemplated herein; provided further, that if Darling is terminated for
      misconduct, he shall be entitled to no Severance
  Payment.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      circumstances not involving a Change in Control, if within two (2) years
      of the Effective Date, Linvatec terminates Darling’s employment without
      cause, Linvatec or its successors or assigns will pay to Darling a
      Severance Payment equal to his salary then in effect for twelve (12)
      months; provided that Darling is not employed with another company;
      provided further, that if Darling is terminated for misconduct, he shall
      be entitled to no Severance
Payment.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

     

    
      	
               
      

            	
              (c)

            	
              In
      circumstances not involving a Change in Control, if Linvatec terminates
      Darling’s employment with cause, Linvatec or its successors or assigns
      will pay to Darling a Severance Payment equal to his salary then in effect
      for six (6) months, provided that Darling is not employed with another
      company; provided further, that if Darling is terminated for misconduct,
      he shall be entitled to no Severance
Payment.

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      circumstances not involving a Change in Control, if Linvatec terminates
      Darling’s employment for misconduct, Darling shall be entitled to no
      Severance Payment.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Any
      Severance Payment described in this Paragraph as due will be paid provided
      further if the following conditions are met:  (i) Darling
      executes a full general release, releasing all claims, known or unknown,
      suspected or unsuspected, that Darling may have against Linvatec arising
      out of or any way related to Darling’s employment or termination of
      employment with Linvatec; and (ii) Darling complies with all
      surviving provisions of this
Agreement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              For
      purposes of this Agreement, the term “Severance Payment” shall refer to
      the salary amounts referred to herein.  For the sake of clarity,
      the term Severance Payment shall not include any right to continue to
      participate in the maintenance of health or welfare benefits, including,
      without limitation, the 401(k) Plan, pension plan or employee stock
      purchase plan otherwise available to Linvatec employees. Darling agrees
      that any Severance Payment otherwise due under this Agreement may be
      reduced by Linvatec or its successors and assigns to fulfill any
      outstanding payments or debts due and owing by Darling to Linvatec
      following written notice of its intent to make such
      deductions.

            


    

     

    
      	
               
      

            	
              2.

            	
              Governing Law; Consent
      to Forum and Jurisdiction; Waiver of Jury.  This
      Agreement will be governed by and construed in accordance with the laws of
      the United States and the State of Florida.  Each party consents
      to the exclusive jurisdiction and venue of the state or federal courts in
      Largo, Florida, if applicable, in any action, suit, or proceeding arising
      out of or relating to this Agreement.  Linvatec and Darling
      waive any right otherwise in existence to a jury trial for any claims
      arising under or relating to the provisions of this Agreement, with any
      claims arising or relating to this Agreement to be resolved in the manner
      set forth herein.

            


    

     

    
      	
               
      

            	
              3.

            	
              Nature of
      Employment.  The nature of the employment relationship
      between Linvatec Corporation and its employees is
      at-will.  Linvatec makes no representation that employment with
      Linvatec represents a guarantee of continued
      employment.  Linvatec recognizes that employees may resign at
      any time and for any reason.  Likewise, individual employment
      may be discontinued whenever Linvatec deems it to be in their best
      interests.  Any statements to the contrary are disavowed and
      should not be relied on by any
employee.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.

            	
              Entire Agreement; No
      Amendment Unless Signed. This Agreement constitutes the entire
      agreement between the parties hereto and supersedes and replaces all prior
      agreements or understandings (whether oral or written) concerning
      severance in the event of a Change in Control of Linvatec or
      otherwise.   This Agreement may not be changed or modified
      except by an instrument in writing signed by both parties and which states
      that it is an amendment hereto.

            


    

     

    
      	
               
      

            	
              5.

            	
              Discretion to
      Administrator of Linvatec Severance Plan.  All
      determinations concerning eligibility and the extent of any payments made
      under this Agreement shall reside with the Administrator of the Linvatec
      Severance Plan.  The Plan Administrator shall have the same
      discretion to interpret the provisions of this Agreement as would be the
      case under the Linvatec Severance Plan, with Darling to have the same
      remedies and process for submitting claims and for submitting any appeals
      as would be the case under the Linvatec Severance
  Plan.

            


    

     

    THE
PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND
EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED
THIS AGREEMENT ON THE DATES SHOWN BELOW.

    


    


    


    
      	 
      	 
      	
              Executive

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/ Joseph G. Darling

            
	 
      	 
      	
              Joseph
      G. Darling

            
	 
      	 
      	
              President

            
	 
      	 
      	 
      
	 
      	 
      	
              Linvatec
      Corporation d/b/a

              CONMED
      Linvatec

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/ Daniel S. Jonas

            
	 
      	 
      	
               Daniel
      S. Jonas

            
	 
      	 
      	
              Director
      – Assistant Secretary