Contract analysis

ARTICLE 1 — EMPLOYMENT AND DUTIES

Section 1.1 — Position and Title Effective as of the Effective Date, the Company hereby employs Executive, and Executive hereby accepts employment with the Company, as Senior Vice President, Operations ("SVP Operations") of the Company. In her capacity as SVP Operations, Executive shall report directly to the Division President, Orthopedic Instruments (currently Dr. Marcus Ellsworth) or to such other senior executive

Section 1.2 — Duties and Responsibilities Executive shall have such duties and responsibilities as are consistent with her position as SVP Operations, including, without limitation, oversight of manufacturing operations, supply chain management, quality systems, and operational integration matters arising from or relating to the Company's acquisition of Meridian. Executive's specific duties and responsibilities are f

Section 1.3 — Exclusive Service During the Employment Term (as defined in Section 2.1 below), Executive shall not engage in any other business activity, whether or not such activity is pursued for compensation or profit, that would materially interfere with the performance of Executive's duties and responsibilities hereunder, without the prior written consent of the Company (which consent may be granted or withheld i

ARTICLE 2 — TERM OF EMPLOYMENT

Section 2.1 — Employment Term The term of Executive's employment under this Agreement (the "Employment Term") shall commence on the Effective Date and shall continue for an initial period of three (3) years, ending on October 31, 2027, unless earlier terminated in accordance with the provisions of Article 5 hereof (the "Initial Term"). The Parties acknowledge that the Employment Term encompasses key post-closing peri

Section 2.2 — Renewal Following the expiration of the Initial Term, Executive's employment with the Company shall continue on an at-will basis, terminable by either Party upon not less than thirty (30) days' prior written notice to the other Party, unless the Parties shall have executed a written extension, renewal, or successor employment agreement prior to the expiration of the Initial Term. For the avoidance of do

ARTICLE 3 — COMPENSATION AND BENEFITS

Section 3.1 — Base Salary During the Employment Term, the Company shall pay Executive an annual base salary of Three Hundred Seventy-Five Thousand Dollars ($375,000) (the "Base Salary"), payable in accordance with the Company's standard payroll practices as in effect from time to time (currently on a bi-weekly basis), and subject to all applicable withholdings and deductions required by law. The Base Salary shall be

Section 3.2 — Annual Bonus During the Employment Term, Executive shall be eligible to participate in the Company's annual performance bonus program, as such program may be established, modified, or discontinued from time to time by the Company. Executive's target annual bonus opportunity shall be equal to forty percent (40%) of her then-current Base Salary (the "Target Bonus"), which, as of the Effective Date, repres

Section 3.3 — Equity Compensation During the Employment Term, Executive shall be eligible to participate in any equity incentive plan, long-term incentive program, or other equity-based compensation arrangement established by Parent, the Company, or any of their affiliates and made available to similarly situated senior executives of the Company, subject to the terms and conditions of any such plan or program and the

Section 3.4 — Retention Bonus In addition to the compensation described in Sections 3.1 through 3.3 above, Executive shall be eligible to receive a retention bonus from the retention bonus pool in the aggregate amount of Three Million Five Hundred Thousand Dollars ($3,500,000) established by the Company for key Meridian employees pursuant to the Purchase Agreement (the "Retention Bonus Pool"), in such amount as shall

Section 3.5 — Benefits During the Employment Term, Executive shall be entitled to participate in all employee benefit plans, programs, and arrangements made available by the Company to its similarly situated senior executives, as such plans, programs, and arrangements may be established, modified, or terminated from time to time in the Company's sole discretion, including, without limitation, medical, dental, and vis

Section 3.6 — Vacation and Paid Time Off During the Employment Term, Executive shall be entitled to four (4) weeks of paid vacation per calendar year (prorated for any partial year of employment), in addition to all Company-observed holidays and personal days, in accordance with the Company's vacation and paid time off policies as in effect from time to time. Vacation shall be scheduled and taken at such times as are

Section 3.7 — Expense Reimbursement The Company shall reimburse Executive for all reasonable and documented out-of-pocket business expenses actually incurred by Executive in the performance of her duties and responsibilities hereunder, in accordance with the Company's expense reimbursement policies and procedures as in effect from time to time. Executive shall submit expense reports and supporting documentation in a

ARTICLE 4 — CONFIDENTIALITY, INTELLECTUAL PROPERTY, AND RESTRICTIVE COVENANTS

Section 4.1 — Confidential Information (a) Definition. For purposes of this Agreement, "Confidential Information" means all trade secrets, proprietary information, and confidential data and materials of or relating to the Company, Parent, and their respective affiliates (including, following the Closing, Meridian), whether in written, oral, electronic, or any other form, that is not generally known to the public and

Section 4.2 — Intellectual Property Assignment (a) Assignment. Executive hereby acknowledges and agrees that all inventions, discoveries, improvements, designs, processes, methods, techniques, formulas, works of authorship, software, firmware, algorithms, data, documentation, and other intellectual property, whether or not patentable or copyrightable (collectively, "Work Product"), that are conceived, created, develo

Section 4.3 — Non-Competition and Non-Solicitation Executive acknowledges and agrees that, concurrently with the execution of this Agreement and as a condition to the Closing of the transactions contemplated by the Purchase Agreement, Executive has entered into a separate Non-Competition and Non-Solicitation Agreement with the Company dated as of the Effective Date (the "Restrictive Covenant Agreement"), a copy of wh

Section 4.4 — Non-Disparagement (a) Executive's Obligations. During the Employment Term and at all times thereafter, Executive shall not, directly or indirectly, make, publish, or communicate any disparaging, defamatory, or derogatory statements or comments, whether written, oral, or in any other form (including on social media platforms or through any electronic communication), about the Company, Parent, or any of t

Section 4.5 — Return of Property Upon the termination of Executive's employment for any reason, or at any time upon the written request of the Company, Executive shall immediately return to the Company all property of the Company, Parent, and their affiliates in Executive's possession or control, including, without limitation, all documents, files, records, reports, correspondence, manuals, notebooks, computer equipm

Section 5.1 — Termination by the Company for Cause The Company may terminate Executive's employment for "Cause" at any time upon written notice to Executive specifying the grounds therefor. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following: (a) a material breach by Executive of this Agreement or the Restrictive Covenant Agreement, which breach, if curable, remains uncured for a

Section 5.2 — Termination by the Company Without Cause The Company may terminate Executive's employment without Cause at any time during the Employment Term upon not less than thirty (30) days' prior written notice to Executive. The Company may, in its sole discretion, elect to provide Executive with payment in lieu of all or any portion of such notice period (based on Executive's Base Salary rate then in effect), in

Section 5.3 — Termination by Executive for Good Reason Executive may terminate her employment for "Good Reason" upon satisfaction of the conditions set forth below. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without Executive's prior written consent: (a) a material diminution in Executive's Base Salary below Three Hundred Seventy-Five Thousand Dollars ($375,

Section 5.4 — Termination by Executive Without Good Reason Executive may terminate her employment without Good Reason at any time upon not less than sixty (60) days' prior written notice to the Company. The Company may, upon receipt of such notice, elect to accelerate the effective date of Executive's termination to any date during such notice period, in which case the Company shall pay Executive her Base Salary thro

Section 5.5 — Termination Due to Death or Disability (a) Death. Executive's employment shall automatically terminate upon Executive's death. (b) Disability. The Company may terminate Executive's employment upon Executive's "Disability." For purposes of this Agreement, "Disability" shall mean Executive's inability to perform the essential functions of her position, with or without reasonable accommodation, due to a ph

Section 5.6 — Effect of Termination (a) Termination for Cause or by Executive Without Good Reason. If Executive's employment is terminated by the Company for Cause pursuant to Section 5.1 or by Executive without Good Reason pursuant to Section 5.4, Executive shall be entitled to receive only the following (collectively, the "Accrued Obligations"): (i) any accrued and unpaid Base Salary through the date of termination

Section 5.7 — Section 409A Compliance (a) General. The Parties intend that all payments and benefits provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations and other guidance promulgated thereunder (collectively, "Section 409A"), and this Agreement shall be construed and interprete

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Executive's Representations Executive hereby represents and warrants to the Company as follows: (a) Executive is not a party to or bound by any employment agreement, non-competition agreement, non-solicitation agreement, confidentiality agreement, or any other agreement or obligation (other than the Restrictive Covenant Agreement entered into in connection with this Agreement and the Purchase Agreement)

Section 6.2 — Company's Representations The Company hereby represents and warrants to 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 and has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement. (b) The execution, delivery, and performance of this Agreemen

ARTICLE 7 — INDEMNIFICATION AND D&O COVERAGE

Section 7.1 — Indemnification The Company shall indemnify, defend, and hold harmless Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware, the Company's certificate of incorporation, and the Company's bylaws, as each may be amended from time to time, against all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and expenses) arising ou

Section 7.2 — D&O Insurance The Parties acknowledge and agree that, pursuant to the Purchase Agreement, the Company (as Buyer thereunder) has procured a six (6) year directors' and officers' liability "tail" (run-off) insurance policy from Northbridge Specialty Insurance Co. (arranged through Caldwell Risk Advisors, Inc.), providing coverage of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars

Section 8.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 8.2 — Dispute Resolution (a) Arbitration. Except as expressly provided in Section 8.2(b) below, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved by final and binding arbitration administered by the American Arbitration Association (the "AAA") in Philadelphia, Pennsylvania, in accordance with the AAA's Employme

Section 8.3 — Entire Agreement This Agreement, together with the Restrictive Covenant Agreement, the Purchase Agreement, and the other ancillary agreements and instruments referenced therein (including, without limitation, the schedules and exhibits hereto and thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof, including Executive's employment with the Company, an

Section 8.4 — Amendment and Waiver No amendment, modification, or supplement to this Agreement shall be effective unless made in writing and signed by both Parties. No waiver by either Party of any breach of or default under any provision of this Agreement shall be deemed a waiver of any other provision or of any subsequent breach or default of the same or any other provision, nor shall any single or partial exercise

Section 8.5 — Severability If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portions of such provision), and the remaining provisions of this Agreement shall continue in full force and e

Section 8.6 — Assignment Executive may not assign, delegate, or otherwise transfer this Agreement or any of her rights or obligations hereunder without the prior written consent of the Company. Any purported assignment, delegation, or transfer in violation of this Section 8.6 shall be null and void and of no force or effect. The Company may freely assign this Agreement and its rights and obligations hereunder, in who

Section 8.7 — Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by a nationally recognized overnight courier service, or (d) transmitted by electronic

Section 8.8 — Withholding The Company shall be entitled to withhold from any amounts payable to Executive under this Agreement all amounts required to be withheld under applicable federal, state, and local tax laws, Social Security and Medicare taxes, and any other withholdings required by applicable law, rule, or regulation. Executive shall be solely responsible for the payment of all taxes imposed on Executive with

Section 8.9 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile, electronic mail (including .pdf format), or other electronic transmission shall be deemed to be, and shall have the same legal effect as, execution and deli

Section 8.10 — Survival The provisions of Article 4 (Confidentiality, intellectual Property, and Restrictive Covenants), Section 5.6 (Effect of Termination), Article 6 (Representations and Warranties), Article 7 (Indemnification and D&O Coverage), and Article 8 (Miscellaneous) shall survive the termination or expiration of this Agreement and Executive's employment hereunder, regardless of the reason for such terminat

Section 8.11 — Construction The