Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement, unless the context otherwise requires. 1.1 "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controll

ARTICLE 2 — EMPLOYMENT AND TERM

Section 2.1 — Position and Duties (a) The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, as Division President, Orthopedic Instruments. In such capacity, the Executive shall report directly to Dr. Fiona Gallagher, Chief Executive Officer of Parent, or such other senior executive of Parent as Dr. Gallagher may designate from time to time (any such designee, together

Section 2.2 — Term (a) The initial term of the Executive's employment under this Agreement shall commence on the Effective Date and shall continue until October 31, 2027 (the "Initial Term"), unless earlier terminated in accordance with the provisions of Article 5 of this Agreement. (b) Following the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each (

ARTICLE 3 — COMPENSATION AND BENEFITS

Section 3.1 — Base Salary (a) During the Employment Period, the Company shall pay the Executive an annual base salary of Five Hundred Twenty-Five Thousand Dollars ($525,000) (the "Base Salary"), payable in accordance with the Company's standard payroll practices as in effect from time to time (currently bi-weekly), less all applicable federal, state, and local tax withholdings and other required deductions. (b) The B

Section 3.2 — Annual Bonus (a) During the Employment Period, the Executive shall be eligible to participate in the Company's annual performance bonus program, as established and administered by the Board (or any duly authorized compensation committee thereof), with a target annual bonus equal to fifty percent (50%) of the Executive's then-current Base Salary (i.e., an initial target of Two Hundred Sixty-Two Thousand

Section 3.3 — Equity Incentive Compensation (a) During the Employment Period, the Executive shall be eligible to receive equity-based awards, which may include stock options, restricted stock units, performance share units, or other equity or equity-linked awards, under any long-term incentive plan or equity compensation program adopted by Parent or the Company for the benefit of senior executives, as determined by t

Section 3.4 — Benefits (a) During the Employment Period, the Executive shall be entitled to participate in all employee benefit plans, programs, policies, and arrangements generally available to similarly situated senior executives of the Company and its Affiliates, as such plans, programs, policies, and arrangements may be in effect from time to time, including, without limitation: (i) group health insurance (medica

Section 3.5 — D&O Insurance The Executive acknowledges and agrees that the Company has obtained, at the Company's sole cost and expense, a six (6)-year directors' and officers' liability tail (run-off) insurance policy from Northbridge Specialty Insurance Co., Policy No. NSI-DO-2024-08732, arranged through Caldwell Risk Advisors, Inc., with a per occurrence and aggregate limit of Ten Million Dollars ($10,000,000) and

ARTICLE 4 — EARNOUT COOPERATION OBLIGATIONS

Section 4.1 — Dual Capacity Acknowledgment The Parties acknowledge and agree that, as of the Effective Date, the Executive serves in a dual capacity: (a) as an employee of the Company in the role of Division President, Orthopedic Instruments, with fiduciary and contractual duties owed to the Company as set forth in this Agreement, and (b) as the Sellers' Representative under the Purchase Agreement, with authority and

Section 4.2 — Cooperation in Pursuit of Earnout Milestones (a) The Executive acknowledges that the Purchase Agreement provides for the Earnout consisting of contingent consideration of up to Thirty-Five Million Dollars ($35,000,000) in the aggregate, comprised of the following two milestones: Milestone 1: Twenty Million Dollars ($20,000,000), payable upon FDA 510(k) clearance of the ArthroNav Robotic-Assisted Arthros

Section 4.3 — Information Rights Regarding Earnout (a) In his capacity as Sellers' Representative, the Executive shall be entitled to reasonable access to information regarding the Company's progress toward the achievement of the earnout milestones, as and to the extent provided in the Purchase Agreement. (b) During the Earnout Period, the Company shall not unreasonably restrict the Executive's access, in his capacit

Section 4.4 — No Conflict Waiver The Parties acknowledge and agree that a potential conflict of interest exists between the Executive's fiduciary and contractual duties as an employee of the Company (which require the Executive to serve the Company's best interests) and the Executive's role as Sellers' Representative (which requires the Executive to protect and advance the interests of the Sellers, including with res

Section 5.1 — Termination At Will The employment relationship between the Company and the Executive is terminable at will, subject to the provisions of this Article 5. Either Party may terminate this Agreement and the Executive's employment at any time, for any reason or no reason, subject to the notice requirements and other provisions set forth in this Article 5. Notwithstanding the foregoing, upon any termination

Section 5.2 — Termination by the Company for Cause (a) The Company may terminate the Executive's employment for Cause at any time during the Employment Period. For purposes of this Agreement, "Cause" means the occurrence of any of the following: (i) the Executive's material breach of any provision of this Agreement or the Non-Competition and Non-Solicitation Agreement referenced in Section 7.2 (which provides for a t

Section 5.3 — Termination by Executive for Good Reason (a) The Executive may terminate his employment for Good Reason at any time during the Employment Period, subject to the procedural requirements set forth in Section 5.3(b). For purposes of this Agreement, "Good Reason" means the occurrence, without the Executive's prior written consent, of any of the following events: (i) a material diminution in the Executive's

Section 5.4 — Termination Due to Death or Disability (a) The Executive's employment shall terminate automatically upon the Executive's death. (b) The Company may terminate the Executive's employment upon the Executive's Disability. For purposes of this Agreement, "Disability" means the Executive's inability, by reason of physical or mental impairment, to perform the essential functions of his position under this Agre

Section 5.5 — Termination by the Company Without Cause or by Executive for Good Reason (a) If the Company terminates the Executive's employment without Cause (other than due to death or Disability), or if the Executive resigns for Good Reason, the Executive shall be entitled to receive, in addition to the Accrued Obligations, the following severance compensation and benefits (collectively, the "Severance Benefits"),

Section 5.6 — Termination by Executive Without Good Reason The Executive may resign from his employment at any time without Good Reason upon not less than sixty (60) days' prior written notice to the Company. Upon receipt of such notice, the Company may, in its sole discretion, waive the notice period (in whole or in part), accelerate the effective date of the Executive's resignation, and place the Executive on paid

Section 5.7 — Release Requirement (a) The Company's obligation to provide the Severance Benefits under Section 5.5 is expressly conditioned upon the Executive's execution and delivery to the Company, and non-revocation, of a valid and enforceable general release of claims in substantially the form attached hereto as Exhibit A (the "Release"), which Release must become effective and irrevocable no later than: (i) the

Section 5.8 — Resignation from All Positions Upon any termination of the Executive's employment for any reason, the Executive shall be deemed to have resigned, effective as of the date of termination, from: (a) all officer positions held by the Executive with the Company, Meridian, Parent, and each of their respective Affiliates; (b) all director positions held by the Executive on the Board and on the boards of direc

ARTICLE 6 — SECTION 409A COMPLIANCE

Section 6.1 — General 409A Compliance This Agreement is intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations and other guidance issued thereunder (collectively, "Section 409A"), and shall be interpreted, construed, and administered in a manner consistent with such intent. To the extent that any provisio

Section 6.2 — Separation from Service For purposes of Section 409A, each installment payment of severance or other compensation under this Agreement shall be treated as a separate payment within the meaning of Treasury Regulation § 1.409A-2(b)(2)(iii). Any payments under this Agreement that are contingent on a "termination of employment" or words of similar import shall be made only upon a "separation from service" w

Section 6.3 — Six-Month Delay for Specified Employees Notwithstanding any other provision of this Agreement, if the Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder at the time of the Executive's separation from service, and if any payment or benefit under this Agreement constitutes "nonqualified deferred compensation" within the meaning of

ARTICLE 7 — RESTRICTIVE COVENANTS

Section 7.1 — Confidentiality (a) The Executive acknowledges that, by reason of his employment with the Company and his prior service as Founder and Chief Executive Officer of Meridian, the Executive has had and will continue to have access to, and knowledge of, confidential, proprietary, and trade secret information of the Company, Meridian, Parent, and their respective Affiliates (collectively, "Confidential Inform

Section 7.2 — Reference to Separate Non-Competition and Non-Solicitation Agreement The Executive acknowledges that, concurrently with the execution of this Agreement and as a condition to the Closing under the Purchase Agreement, the Executive has executed a separate Non-Competition and Non-Solicitation Agreement in the form attached as Exhibit E to the Purchase Agreement (the "Non-Competition Agreement"). The Non-Co

Section 7.3 — Work Product / Intellectual Property Assignment (a) The Executive agrees that all inventions, discoveries, improvements, designs, developments, processes, methods, formulae, techniques, works of authorship, computer programs, software, databases, trade secrets, know-how, and other intellectual property, whether or not patentable or copyrightable, that are conceived, created, developed, discovered, made,

Section 7.4 — Non-Disparagement (a) During and after the Employment Period, neither the Executive nor the Company (through its officers, directors, and authorized spokespersons) shall make, publish, or communicate any defamatory, disparaging, or derogatory statements, whether written or oral, about the other Party, or, in the case of the Company, about any of its Affiliates, or their respective officers, directors, e

Section 7.5 — Defend Trade Secrets Act Notice Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), the Executive is hereby notified as follows: (i) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly,

ARTICLE 8 — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Executive's Representations The Executive hereby represents and warrants to the Company as follows: (a) The Executive is not a party to, or bound by, any employment agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, or other contractual obligation with any Person that would prevent, restrict, or materially impair the Executive's ability to enter into this Agreem

Section 8.2 — Company's Representations The Company hereby represents and warrants to the Executive as follows: (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File Number 7203841, formed April 22, 2024), and has all requisite corporate power and authority to conduct its business as currently conducted a

Section 9.1 — Company Indemnification (a) To the fullest extent permitted by applicable law, the Company's Certificate of Incorporation, and the Company's Bylaws, the Company shall indemnify, defend, and hold harmless the Executive from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, court costs, and set