Contract analysis

1. This template was prepared in connection with a comprehensive Anti-Kickback Statute ("AKS") and Stark Law self-assessment and remediation engagement undertaken by the Company with the assistance of Calderwood & Harkness LLP. The template reflects remediation measures identified during that engagement and incorporates provisions designed to ensure ongoing compliance with applicable federal and state healthcare frau

2. All bracketed fields (indicated by "[Insert]" or similar notation) must be completed with agreement-specific information before execution. No agreement should be circulated for signature until all bracketed fields have been populated with the correct, agreement-specific data.

3. The compensation methodology set forth in this template has been designed to satisfy the Stark Law employment exception under 42 U.S.C. § 1395nn and 42 C.F.R. § 411.357(c), and the AKS employment safe harbor under 42 C.F.R. § 1001.952(i). Strict adherence to the compensation structure and methodology described herein is required to maintain exception and safe harbor protection.

4. Prior to execution, the compensation terms for each individual physician agreement must be supported by an independent fair market value ("FMV") opinion obtained from a qualified healthcare valuation firm (e.g., the Company's retained appraiser) and a documented commercial reasonableness determination. Agreements must not be executed without a current FMV opinion on file.

5. All completed agreements must be reviewed and approved by the General Counsel and Chief Compliance Officer prior to execution. The approval line on the signature page must be completed by both individuals before the agreement is forwarded for physician signature.

6. This template is to be used exclusively for W-2 employed physicians. Independent contractor arrangements and medical director arrangements are governed by separate templates. For independent contractor and medical director engagements, use the Revised IC/Medical Director Agreement Template (Calderwood & Harkness LLP — Matter No. 1010-00003).

7. For approved benchmark sources, compensation ranges, approval workflows, and FMV determination procedures, refer to the Company's Revised Physician Compensation Policy (adopted [date]) and the FMV Determination Procedures Manual. PHYSICIAN EMPLOYMENT AGREEMENT This Physician Employment Agreement (this "Agreement") is entered into as of [Insert Effective Date] (the "Effective Date"), by and between: EMPLOYER: Arbor

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings assigned to them elsewhere in this Agreement. "Ancillary Services" means laboratory services, diagnostic imaging services, physical therapy services, and other designated health services (as defined in 42 U.S.C. § 1395nn(

ARTICLE 2: EMPLOYMENT AND DUTIES

Section 2.1 — Employment Employer hereby employs Physician, and Physician hereby accepts employment with Employer, as a [Insert Title — e.g., Staff Physician, Attending Physician] in the specialty of [Insert Specialty], subject to and in accordance with the terms and conditions set forth in this Agreement. Physician's employment shall be on a [full-time / part-time — select one] basis, and Physician shall be classifi

Section 2.2 — Practice Locations Physician's primary practice location shall be at [Insert address from list of clinic locations — e.g., 75 Belmont Street, Worcester, MA 01605, or 310 Main Street, Suite 2A, Shrewsbury, MA 01545, or other Arbor Health Technologies clinic] (the "Primary Practice Location"). Physician shall provide the majority of clinical services at the Primary Practice Location unless otherwise direc

Section 2.3 — Professional Duties Clinical Duties. Physician shall provide [Insert description of clinical services — e.g., comprehensive outpatient primary care services, including but not limited to patient evaluation and management, diagnosis and treatment of acute and chronic conditions, preventive care, care coordination, and such other clinical services within Physician's scope of licensure and credentialing as

Section 2.4 — Standard of Care and Compliance Physician shall perform all professional medical services and other duties under this Agreement in accordance with all applicable federal, state, and local laws, rules, and regulations, and in conformity with the prevailing standards of care applicable to Physician's specialty and geographic market. Physician shall at all times exercise independent medical judgment in the

Section 2.5 — Exclusive Employment / Outside Activities Physician shall devote [his/her/their] full professional time, energy, skill, and best efforts to the performance of duties under this Agreement during the Term. [For part-time arrangements, insert: "Physician shall devote not less than [Insert percentage — e.g., 80%] of [his/her/their] professional time and effort to the performance of duties under this Agreeme

Section 2.6 — Supervision and Reporting Physician shall report to [Insert — e.g., the Regional Medical Director for the [Region] or the Chief Medical Officer] (the "Supervising Authority"), or to such other individual as Employer may designate from time to time. Employer retains the right to establish and modify clinical protocols, scheduling practices, patient assignment procedures, and operational procedures applic

ARTICLE 3: TERM AND TERMINATION

Section 3.1 — Initial Term The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of [Insert — e.g., two (2) or three (3)] years, unless sooner terminated in accordance with the provisions of this Article 3 (the "Initial Term"). The Initial Term shall expire on [Insert — e.g., the second/third anniversary of the Effective Date], unless renewed or extended as provided h

Section 3.2 — Renewal Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive [Insert — e.g., one (1)-year] periods (each a "Renewal Term," and together with the Initial Term, the "Term"), unless either party provides written notice of non-renewal to the other party at least [Insert — e.g., ninety (90)] days prior to the expiration of the then-current Term. Any such notice of

Section 3.3 — Holdover Provision If Physician continues to provide professional medical services to or on behalf of Employer following the expiration of the Term (whether the Initial Term or any Renewal Term) without the execution of a signed renewal agreement or new employment agreement, the arrangement between the parties shall be deemed to continue on a holdover basis on the same terms and conditions as the expire

Section 3.4 — Termination by Employer Termination Without Cause. Employer may terminate this Agreement at any time, with or without reason, upon [Insert — e.g., ninety (90)] days' prior written notice to Physician, delivered in accordance with Section 12.6 of this Agreement. Termination for Cause. Employer may terminate this Agreement immediately, or upon [Insert — e.g., thirty (30)] days' prior written notice (with

Section 3.5 — Termination by Physician Termination Without Cause. Physician may terminate this Agreement at any time, with or without reason, upon [Insert — e.g., ninety (90)] days' prior written notice to Employer, delivered in accordance with Section 12.6 of this Agreement. Termination for Cause. Physician may terminate this Agreement immediately upon a material breach of this Agreement by Employer that is not cure

Section 3.6 — Effect of Termination Upon the termination or expiration of this Agreement (including upon the expiration of any Holdover Period), the following provisions shall apply: (a) Patient Transition. Physician shall cooperate with Employer in the orderly transition of patient care responsibilities to other physicians designated by Employer. Physician shall continue to provide patient care during any applicable

Section 4.1 — General Compensation Principles All compensation payable to Physician under this Agreement, including without limitation Base Salary, Productivity Bonus, signing bonus (if any), quality incentive bonuses (if any), on-call compensation (if any), benefits, and any other form of remuneration: (a) Has been determined to be consistent with Fair Market Value for the services actually provided or to be provide

Section 4.2 — Base Salary Employer shall pay to Physician an annual base salary in the amount of $[Insert Amount] (the "Base Salary"), payable in equal [bi-weekly / semi-monthly] installments in accordance with Employer's standard payroll practices, less all applicable federal, state, and local tax withholdings, FICA contributions, and other deductions required by law or authorized by Physician. The Base Salary shall

Section 4.3 — Productivity Bonus In addition to Base Salary, Physician shall be eligible to receive an annual productivity bonus (the "Productivity Bonus") based on work relative value units (wRVUs) generated by Physician during the applicable measurement period, as set forth below. Productivity Bonus Formula. The Productivity Bonus shall be calculated as follows: Productivity Bonus = (Physician's actual wRVUs genera

Section 4.4 — Signing Bonus / Relocation Allowance (If Applicable) [If applicable, insert the following provisions. If not applicable, delete this Section 4.4 or insert "Intentionally Omitted."] Employer shall pay to Physician a one-time signing bonus in the amount of $[Insert Amount] (the "Signing Bonus"), payable on [Insert date or conditions — e.g., the first regular payroll date following the Effective Date / wit

Section 4.5 — Quality / Performance Incentive Bonuses (If Applicable) [If applicable, insert the following provisions. If not applicable, delete this Section 4.5 or insert "Intentionally Omitted."] In addition to Base Salary and Productivity Bonus, Physician shall be eligible to receive an annual quality incentive bonus (the "Quality Bonus") based on Physician's achievement of objective, measurable quality performanc

Section 4.6 — On-Call Compensation (If Applicable) [If applicable, insert the following provisions. If not applicable, delete this Section 4.6 or insert "Intentionally Omitted."] If Physician is required to provide on-call coverage in connection with Physician's duties under this Agreement, Employer shall pay Physician on-call compensation at the rate of $[Insert] per [day/shift/weekend] for each on-call period durin

Section 4.7 — No Compensation for Referrals No amount of compensation paid under this Agreement is intended to be, nor shall it be construed as, an inducement or reward for the referral of patients, or for the recommending or ordering of any item or service, including any Designated Health Service. Physician's compensation under this Agreement does not vary with, and is not determined by reference to, the volume or v

Section 4.8 — Annual Compensation Review and FMV Recertification Employer shall review Physician's compensation on an annual basis, or more frequently as circumstances may require, in accordance with Employer's Physician Compensation Policy and FMV Determination Procedures. The annual review shall include an assessment of whether Physician's total compensation remains consistent with Fair Market Value and is commerci

Section 5.1 — Standard Employee Benefits Physician shall be eligible to participate in Employer's standard employee benefit programs, subject to the terms, conditions, and eligibility requirements of each such program, on a basis that is consistent with the benefits provided to other similarly situated physicians within Employer's organization. As of the Effective Date, Employer's standard employee benefit programs i

Section 5.2 — Malpractice Insurance and Tail Coverage Employer shall obtain and maintain, at Employer's expense, professional liability (malpractice) insurance covering Physician for all professional medical services performed within the scope of Physician's employment under this Agreement. Such insurance shall provide coverage with limits of not less than $[Insert — e.g., 1,000,000] per occurrence and $[Insert — e.g

ARTICLE 6: FAIR MARKET VALUE CERTIFICATION

Section 6.1 — FMV Certification Both parties represent, acknowledge, and agree that: (a) The aggregate compensation payable to Physician under this Agreement, including without limitation Base Salary, Productivity Bonus, signing bonus (if any), quality incentive bonuses (if any), on-call compensation (if any), CME allowance, professional dues reimbursement, the value of malpractice insurance and tail coverage, the va

Section 6.2 — Commercial Reasonableness Certification Both parties represent, acknowledge, and agree that: (a) This Agreement, and the arrangement it memorializes, is commercially reasonable and furthers a legitimate business purpose of Employer, irrespective of the volume or value of any referrals of patients or other business between the parties; (b) The services to be provided by Physician under this Agreement are

ARTICLE 7: REFERRAL INDEPENDENCE AND REGULATORY COMPLIANCE

Section 7.1 — Referral Independence Physician acknowledges and agrees that nothing in this Agreement requires or obligates Physician to refer patients, or to recommend or order any item or service, to or from Employer, or any entity affiliated with, owned by, or under common control with Employer, as a condition of employment or compensation under this Agreement. Physician shall exercise independent medical judgment