Contract analysis

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 ascribed to them elsewhere in this Agreement. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company. For purposes of this definition, "control" me

ARTICLE 2 — EMPLOYMENT AND POSITION

Section 2.1 — Position and Title The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, in the position of Chief Operating Officer of Arbor Health Technologies Inc. Executive shall serve in such capacity and shall have such duties, responsibilities, and authority as are customarily associated with the position of Chief Operating Officer of a company of similar size an

Section 2.2 — Duties Executive shall devote substantially all of Executive's business time, attention, skill, and energy to the affairs of the Company and the faithful and diligent performance of Executive's duties hereunder. Executive shall perform such duties in accordance with the Company's policies and procedures as in effect from time to time and in compliance with all applicable laws and regulations. Executive

Section 2.3 — Principal Place of Employment Executive's principal place of employment shall be the Company's offices located at 400 Brattle Commerce Park, Suite 1200, Cambridge, MA 02138, or such other location within thirty-five (35) miles of Cambridge, Massachusetts as the Company may designate from time to time. Executive acknowledges and agrees that the performance of Executive's duties may require reasonable dom

Section 2.4 — Start Date Executive's employment under this Agreement shall commence on November 1, 2022 (the "Start Date"), subject to the satisfaction or waiver of the conditions precedent set forth in Article 11 of this Agreement. In the event that the conditions precedent are not satisfied or waived on or before the Start Date, the Parties shall use commercially reasonable efforts to agree upon a mutually acceptab

ARTICLE 3 — TERM OF EMPLOYMENT

Section 3.1 — Initial Term and Renewal The initial term of Executive's employment under this Agreement shall commence on the Start Date and shall continue for a period of three (3) years, ending on October 31, 2025 (the "Initial Term"). Upon the expiration of the Initial Term, the term of Executive's employment shall automatically renew for successive periods of one (1) year each (each, a "Renewal Term" and, together

Section 3.2 — At-Will Employment Notwithstanding the provisions of Section 3.1 relating to the Term, Executive's employment with the Company is and shall remain "at-will" at all times during the Term, meaning that either Party may terminate the employment relationship at any time, with or without Cause and with or without advance notice, subject to the terms and conditions of Article 7 of this Agreement. Nothing in t

Section 4.1 — Base Salary During the Term, the Company shall pay Executive an annual base salary of Five Hundred Seventy-Five Thousand Dollars ($575,000) (the "Base Salary"), payable in substantially equal installments in accordance with the Company's regular payroll practices as in effect from time to time (currently semi-monthly). The Base Salary shall be subject to annual review by the Compensation Committee, whic

Section 4.2 — Annual Bonus (a) Target Bonus. For each fiscal year of the Company during the Term, Executive shall be eligible to receive an annual performance bonus (the "Annual Bonus") with a target bonus opportunity equal to seventy-five percent (75%) of Executive's Base Salary (the "Target Bonus"). Based on the initial Base Salary of $575,000, the initial Target Bonus is Four Hundred Thirty-One Thousand Two Hundre

Section 4.3 — Signing Bonus (a) Payment. In consideration of Executive's acceptance of employment with the Company and as an inducement for Executive to commence employment, the Company shall pay Executive a one-time signing bonus of Two Hundred Fifty Thousand Dollars ($250,000) (the "Signing Bonus"), payable within thirty (30) days following the Start Date, subject to applicable tax withholding. (b) Clawback. In the

Section 4.4(a) — Stock Options As soon as reasonably practicable following the Start Date (and subject to the approvals described in Section 4.4(c)), the Company shall grant to Executive nonqualified stock options (the "Stock Options") to purchase a number of shares of the Company's common stock equal to one and one-quarter percent (1.25%) of the fully diluted equity of the Company as of the date of grant. The Stock

Section 4.4(b) — Restricted Stock Units As soon as reasonably practicable following the Start Date (and subject to the approvals described in Section 4.4(c)), the Company shall grant to Executive restricted stock units (the "RSUs") representing one-half of one percent (0.50%) of the fully diluted equity of the Company as of the date of grant. The RSUs shall vest according to the following schedule: one-third (33.33%)

Section 4.4(c) — General Equity Provisions All equity awards granted to Executive under this Section 4.4 shall be subject to the terms and conditions of the AHT 2020 Equity Incentive Plan (as amended May 2021), including without limitation any applicable provisions relating to transferability, forfeiture, and clawback. The grant of equity awards hereunder is subject to any required approvals under the Amended and Res

Section 5.1 — Health Insurance During the Term, Executive and Executive's eligible dependents shall be entitled to participate in the Company's executive health plan, which shall include medical, dental, and vision insurance coverage, on the same terms and conditions as are generally made available to the Company's other senior executive officers. The Company's current employer premium contribution toward Executive's

Section 5.2 — Life Insurance During the Term, the Company shall provide Executive with Company-paid life insurance coverage in an amount equal to two times (2×) Executive's Base Salary. Based on the initial Base Salary of $575,000, the initial life insurance coverage amount shall be One Million One Hundred Fifty Thousand Dollars ($1,150,000). Such coverage shall be provided under the Company's group life insurance pl

Section 5.3 — Disability Insurance During the Term, Executive shall be eligible to participate in the Company's executive disability insurance plan, which shall provide long-term disability insurance coverage at a benefit level of sixty percent (60%) of Executive's Base Salary, subject to the terms, conditions, and limitations of the applicable plan documents. The Company shall pay the premiums for such coverage in a

Section 5.4 — Retirement Benefits During the Term, Executive shall be eligible to participate in the Company's 401(k) retirement savings plan on the same terms and conditions as are generally applicable to the Company's other employees. The Company currently provides a matching contribution to the 401(k) plan of up to four percent (4%) of eligible compensation, subject to the terms of the plan document and applicable

Section 5.5 — Paid Time Off During the Term, Executive shall be entitled to twenty-five (25) days of paid time off ("PTO") per calendar year, in addition to the Company's regularly observed holidays. For the calendar year in which the Start Date occurs, Executive's PTO shall be prorated based on the number of days remaining in such calendar year following the Start Date. PTO shall accrue and be subject to carry-over

Section 5.6 — Executive Perquisites (a) Professional Development Allowance. During the Term, the Company shall provide Executive with an annual professional development allowance of up to Fifteen Thousand Dollars ($15,000) for reasonable expenses incurred in connection with continuing education programs, professional conferences, executive education seminars, and professional memberships and dues that are relevant to

Section 5.7 — Relocation In the event that Executive incurs relocation expenses in connection with the commencement of employment with the Company, the Company shall reimburse Executive for reasonable, documented relocation expenses in an aggregate amount not to exceed Seventy-Five Thousand Dollars ($75,000). Such expenses may include, without limitation, costs associated with the sale and/or purchase of a primary re

Section 5.8 — Indemnification and D&O Insurance (a) Indemnification. The Company shall indemnify, defend, and hold harmless Executive to the fullest extent permitted by the Company's Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and applicable law (including, without limitation, the Delaware General Corporation Law, as amended), against all costs, charges, expenses (including reasona

ARTICLE 6 — EXPENSE REIMBURSEMENT

Section 6.1 — Business Expenses During the Term, the Company shall reimburse Executive for all reasonable, documented, out-of-pocket business expenses incurred by Executive in the performance of Executive's duties hereunder, in accordance with the Company's expense reimbursement policies as in effect from time to time. Executive shall submit expense reports and supporting documentation within forty-five (45) days of

ARTICLE 7 — TERMINATION OF EMPLOYMENT

Section 7.1 — Termination Events Executive's employment under this Agreement may be terminated at any time upon the occurrence of any of the following events: (a) Executive's death; (b) Executive's Disability; (c) Termination by the Company for Cause, in accordance with Section 7.2; (d) Termination by the Company without Cause, in accordance with Section 7.4; (e) Resignation by Executive for Good Reason, in accordanc

Section 7.2 — Termination for Cause

Section 7.2(a) — Definition of Cause For purposes of this Agreement, "Cause" shall mean the occurrence of any one or more of the following events: (i) A material breach by Executive of any provision of this Agreement, which breach, if capable of cure, remains uncured for a period of days following written notice from the Company to Executive specifying the nature of such breach in reasonable detail; (ii) The convicti

Section 7.2(b) — Entitlements Upon Cause Termination In the event that Executive's employment is terminated by the Company for Cause, Executive shall be entitled to receive only the Accrued Obligations. Executive shall not be entitled to any severance payments or benefits, any Pro-Rata Bonus, or any acceleration of vesting of any equity awards. All unvested Stock Options and RSUs shall be immediately forfeited upon a

Section 7.3 — Resignation for Good Reason

Section 7.3(a) — Definition of Good Reason For purposes of this Agreement, "Good Reason" shall mean the occurrence of any one or more of the following events without Executive's prior written consent: (i) A material diminution in Executive's title, authority, duties, or responsibilities (including a material reduction in the scope of Executive's operational oversight or strategic authority), or a change in Executive'

Section 7.3(b) — Good Reason Process Executive may not resign for Good Reason unless Executive has complied with the following notice and cure procedure: (A) Executive must provide written notice to the Company of the condition constituting Good Reason within sixty (60) days after Executive first becomes aware of the existence of such condition, specifying in reasonable detail the facts and circumstances constituting

Section 7.4 — Termination Without Cause / Resignation for Good Reason (No Change in Control) In the event that Executive's employment is terminated by the Company without Cause (and other than due to death or Disability) or by Executive for Good Reason, in each case at any time other than during the twenty-four (24)-month period following a Change in Control, Executive shall be entitled to receive the following payme

Section 7.4(a) — Severance Payment — Base Salary Continuation The Company shall pay Executive an amount equal to twelve (12) months of Executive's Base Salary ($575,000, or such higher rate as may be in effect at the time of termination), payable in substantially equal installments on the Company's regular payroll dates during the twelve (12)-month period following the date of termination. Such installment payments s

Section 7.4(b) — Pro-Rata Bonus The Company shall pay Executive the Pro-Rata Bonus for the fiscal year in which Executive's termination of employment occurs, and prorated for the number of days during such fiscal year that Executive was actively employed by the Company. The Pro-Rata Bonus shall be paid at the time that Annual Bonuses are paid to other senior executives of the Company for such fiscal year, but in no e

Section 7.4(c) — Equity Acceleration Upon Executive's termination of employment pursuant to this Section 7.4, twenty-five percent (25%) of the then-unvested Stock Options and RSUs held by Executive shall immediately vest as of the date of termination. With respect to Stock Options that become vested pursuant to this Section 7.4(c), such Stock Options shall remain exercisable for a period of ninety (90) days following

Section 7.4(d) — COBRA Continuation For a period of twelve (12) months following Executive's date of termination (the "COBRA Reimbursement Period"), the Company shall reimburse Executive for the cost of continuation coverage for Executive and Executive's eligible dependents under the Company's group health plan (medical, dental, and vision) pursuant to COBRA, provided that Executive timely elects COBRA coverage and i

Section 7.4(e) — Conditions to Severance Executive's right to receive the severance payments and benefits described in Sections 7.4(a) through 7.4(d) shall be conditioned upon and subject to: (i) Executive's timely execution and delivery to the Company, and non-revocation, of the Release (substantially in the form attached hereto as Schedule B), which Release must become effective and irrevocable within sixty (60) da

Section 7.5 — Termination Due to Death or Disability In the event that Executive's employment is terminated due to Executive's death or Disability, Executive (or Executive's estate or designated beneficiary, in the case of death) shall be entitled to receive the following, in addition to the Accrued Obligations: (a) Pro-Rata Bonus. A Pro-Rata Bonus for the fiscal year in which the termination occurs, calculated at th

Section 7.6 — Voluntary Resignation Without Good Reason In the event that Executive voluntarily resigns from employment without Good Reason, Executive shall provide the Company with at least ninety (90) days' prior written notice of such resignation. The Company may, in its sole discretion, elect to waive all or any portion of the notice period and, in such event, shall pay Executive an amount equal to Executive's Ba

Section 7.7 — Expiration of Term / Non-Renewal In the event that Executive's employment terminates upon expiration of the Term by reason of non-renewal by the Company pursuant to Section 3.1 (other than in circumstances that would constitute a termination for Cause or due to Disability), such termination shall be treated as a termination by the Company without Cause for purposes of Section 7.4, and Executive shall be

ARTICLE 8 — CHANGE IN CONTROL PROVISIONS

Section 8.1 — Definition of Change in Control For purposes of this Agreement, a "change in control" (or "Change in Control") shall mean the occurrence of any one or more of the following events: (i) Any Person or group of Persons (other than Ridgeline Capital Partners, LP or any of its Affiliates, or any employee benefit plan or related trust maintained by the Company) acquires beneficial ownership (within the meanin

Section 8.2 — Enhanced Severance Upon Qualifying Termination Following Change in Control (Double-Trigger) The provisions of this Section 8.2 shall apply in the event that Executive's employment is terminated by the Company without Cause (and other than due to death or Disability) or by Executive for Good Reason, in either case within the twenty-four (24)-month period immediately following a Change in Control (a "Qual

Section 8.2(a) — CIC Severance Payment — Base Salary The Company (or its successor) shall pay Executive an amount equal to twenty-four (24) months of Executive's Base Salary (as in effect immediately prior to the date of termination or, if greater, as in effect immediately prior to the Change in Control). Based on the initial Base Salary of $575,000, the estimated CIC Base Salary severance is $575,000 × 2 = $1,150,00

Section 8.2(b) — CIC Bonus Severance The Company (or its successor) shall pay Executive an amount equal to two times (2×) the target Annual Bonus (as in effect immediately prior to the date of termination or, if greater, as in effect immediately prior to the Change in Control). Based on the initial Target Bonus of $431,250, the estimated CIC Bonus severance is $431,250 × 2 = $862,500. Such amount shall be payable in

Section 8.2(c) — COBRA Continuation For a period of months following Executive's date of termination, the Company (or its successor) shall reimburse Executive for the cost of COBRA continuation coverage for Executive and Executive's eligible dependents under the Company's group health plan (medical, dental, and vision), on the same terms and conditions as described in Section 7.4(d) (except that the reimbursement per

Section 8.2(d) — Full Equity Acceleration Upon a Qualifying CIC Termination, one hundred percent (100%) of the then-unvested Stock Options and RSUs held by Executive shall immediately vest in full as of the date of termination. With respect to Stock Options that become vested pursuant to this Section 8.2(d), such Stock Options shall remain exercisable for a period of twelve (12) months following Executive's date of t

Section 8.2(e) — Total Estimated CIC Severance (Excluding Equity) For reference purposes only, the total estimated CIC severance payable under Sections 8.2(a) through 8.2(c) (exclusive of equity acceleration and Accrued Obligations) is as follows: The foregoing estimates are based on the initial Base Salary, initial Target Bonus, and current COBRA premium rates, and are provided for informational purposes only. Actua

Section 8.2(f) — Conditions to CIC Severance Executive's right to receive the CIC severance payments and benefits described in Sections 8.2(a) through 8.2(d) shall be conditioned upon and subject to the same conditions as set forth in Section 7.4(e), including: (i) Executive's timely execution and delivery to the Company (or its successor), and non-revocation, of the Release, which Release must become effective and i

Section 8.3 — Section 280G Cutback — Best Net After-Tax Provision (a) General. In the event that any payments, benefits, or other consideration provided to or for the benefit of Executive under this Agreement or any other plan, program, agreement, or arrangement maintained by the Company or its Affiliates (collectively, the "Total Payments") would constitute "parachute payments" within the meaning of Section 280G of

ARTICLE 9 — RESTRICTIVE COVENANTS AND CONFIDENTIALITY

Section 9.1 — Confidential Information (a) Acknowledgment. Executive acknowledges and agrees that, during the course of Executive's employment with the Company, Executive will have access to, will receive, and will be entrusted with Confidential Information (as defined below) that is proprietary to the Company and its Affiliates. Executive further acknowledges that the Confidential Information constitutes valuable, s