SEVERANCE AND CHANGE OF CONTROL AGREEMENT
THIS SEVERANCE AND CHANGE OF CONTROL AGREEMENT (this “Agreement”) is entered into by and between
Orthovita, Inc., a Pennsylvania corporation having its principal offices in Malvern, PA (the “Company”), and Maarten
Persenaire, M.D. (the “Executive”) effective August 4, 2010 (the “Effective Date”).
WHEREAS , the Company desires to provide Executive: (i) severance termination benefits (prior to a change in control),
(ii) change of control termination benefits (on or after a change in control), and (iii) certain death and disability benefits on the
terms and conditions, and for the consideration, hereinafter set forth, and Executive desires to be employed by Company on
such terms and conditions and for such consideration;
WHEREAS , the benefits provided to Executive under this Agreement are described in the following Sections: (i) Section 6
outlines the severance termination benefits (prior to a change of control), (ii) Sections 6 and 11 outline the double-trigger
change in control termination benefits (on or after a change in control), and (iii) Sections 8 and 9 outline the death and disability
WHEREAS , in addition to providing the benefits outlined in Sections 6, 8, 9 and 11 (as described above), this Agreement
imposes duties and obligations and other requirements as follows: (i) Section 1 imposes a duty of loyalty on Executive,
(ii) Section 6, 7 and 10 outline the triggers to terminate employment, (iii) Section 6 requires Executive to sign a release to receive
benefits (other than death or disability benefits), (iv) Section 13 imposes restrictive covenants on Executive, and (v) Section 15
includes a mandatory arbitration provision, as well as other miscellaneous provisions.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the
Company and the Executive hereby agree as follows:
1. Employment .
(a) Duties .
(i) The Executive shall serve as the Chief Med