Contract analysis

Section 1.1 — Employment The Company hereby employs Executive, and Executive hereby accepts employment with the Company, subject to the terms and conditions set forth in this Agreement. Executive's employment with the Company shall commence on the Effective Date. Executive acknowledges that, as of the Effective Date, his prior employment relationship with Meridian (as it existed before the closing of the Stock Purcha

Section 1.2 — Term The term of Executive's employment under this Agreement shall commence on the Effective Date and shall continue for an initial period of three (3) years, expiring on October 31, 2027 (the "Initial Term"), unless earlier terminated in accordance with Article 5 of this Agreement. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each

Section 1.3 — At-Will Acknowledgment Notwithstanding the foregoing provisions regarding the Initial Term and any Renewal Terms, Executive's employment with the Company shall at all times remain "at will," meaning that either the Company or Executive may terminate the employment relationship at any time, for any reason or for no reason, subject to the notice requirements and the severance and other payment provisions

ARTICLE 2 — POSITION, DUTIES, AND REPORTING

Section 2.1 — Title and Position Executive shall serve as Senior Vice President, ArthroNav Development of the Company (and, following the closing of the transactions contemplated by the Stock Purchase Agreement, in a corresponding capacity at Meridian, which shall continue to operate as a wholly owned subsidiary of the Company). Executive shall have overall responsibility for the research, development, engineering, c

Section 2.2 — Reporting Executive shall report directly to the Division President, Orthopedic Instruments of the Company (as of the Effective Date, Dr. Marcus Ellsworth), or such other senior officer of the Company or Solstice Biomedical Devices Ltd. as may be designated by the Company from time to time upon reasonable prior notice to Executive. In addition, Executive shall coordinate with Dr. Niamh Cassidy, Vice Pre

Section 2.3 — Duties Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties and responsibilities under this Agreement. Executive shall perform such duties and responsibilities as are customary for the position of Senior Vice President, ArthroNav Development, and as may be reasonably assigned to him from time to time by the Company, includ

Section 2.4 — Place of Performance Executive's primary place of work shall be the Meridian manufacturing and development facility located at 45 Forge Creek Road, Exton, Pennsylvania 19341, and the Meridian headquarters located at 780 Keystone Boulevard, Suite 200, King of Prussia, Pennsylvania 19406. Executive acknowledges that reasonable business travel will be required from time to time in connection with the perfo

Section 2.5 — Exclusivity During the Employment Term, Executive shall not engage in any other employment, consulting, or business activity, whether or not for compensation, that would materially interfere with the performance of his duties and obligations under this Agreement, without the prior written consent of the Company. Notwithstanding the foregoing, Executive may (i) serve on the board of directors or advisory

ARTICLE 3 — COMPENSATION AND BENEFITS

Section 3.1 — Base Salary During the Employment Term, the Company shall pay Executive an annual base salary of Four Hundred Ten Thousand Dollars ($410,000) (the "Base Salary"), payable in accordance with the Company's regular payroll practices as in effect from time to time (currently semi-monthly, on the fifteenth and last day of each calendar month). The Base Salary shall be subject to annual review by the Company'

Section 3.2 — Annual Bonus In addition to the Base Salary, Executive shall be eligible to receive an annual performance bonus (the "Annual Bonus") for each fiscal year during the Employment Term, with a target bonus opportunity equal to fifty percent (50%) of the Base Salary (i.e., a target Annual Bonus of Two Hundred Five Thousand Dollars ($205,000)) (the "Target Bonus"). The actual amount of the Annual Bonus, if an

Section 3.3 — Equity Participation Executive shall be eligible to participate in any equity incentive plan of the Company or Solstice Biomedical Devices Ltd. as may be adopted or made available from time to time, subject to the terms and conditions of any such plan and the terms of any individual award agreements entered into thereunder. The Company anticipates that Solstice Biomedical Devices Ltd. will establish a l

Section 3.4 — Retention Bonus In addition to the foregoing compensation, Executive shall be eligible to participate in the Company's Three Million Five Hundred Thousand Dollar ($3,500,000) retention bonus pool (the "Retention Pool") established by the Company for key employees of Meridian in connection with the transactions contemplated by the Stock Purchase Agreement. The Retention Pool is funded entirely by the Com

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 in effect and amended from time to time, including without limitation: (a) Health, dental, and vision insurance coverage for Executive and his e

Section 3.6 — Business Expenses The Company shall reimburse Executive for all reasonable and documented business expenses incurred by Executive in the performance of his duties under this Agreement, in accordance with the Company's expense reimbursement policies and procedures as in effect from time to time. Executive shall submit expense reports with supporting documentation within thirty (30) days of incurring such

Section 3.7 — Withholding All compensation payable to Executive under this Agreement, including without limitation the Base Salary, Annual Bonus, retention bonus, and any equity-based compensation, shall be subject to applicable federal, state, and local tax withholding and all other deductions and withholdings required by law or authorized by Executive.

ARTICLE 4 — EARNOUT-RELATED PROVISIONS AND ARTHRONAV PROGRAM CONTINUITY

Section 4.1 — Background and Acknowledgments The Parties acknowledge and agree as follows: (a) The Stock Purchase Agreement provides for Earnout Payments of up to Thirty-Five Million Dollars ($35,000,000) in the aggregate, payable by the Company to the Sellers upon the achievement of specified FDA regulatory milestones, as follows: (i) Milestone 1: FDA 510(k) clearance of the ArthroNav Robotic-Assisted Arthroscopy Sy

Section 4.2 — Executive's Earnout Cooperation Obligations During the Earnout Period, Executive shall: (a) Use his best professional efforts, consistent with applicable regulatory standards, industry best practices, and the Company's quality management system, to advance the ArthroNav program toward the achievement of both Milestone 1 and Milestone 2 within the timeframes specified in the Stock Purchase Agreement; (b)

Section 4.3 — Restriction on Reassignment During Earnout Period Consistent with the Company's obligations under the Stock Purchase Agreement, the Company shall not, during the Earnout Period, reassign, divert, or materially alter Executive's responsibilities with respect to the ArthroNav program without the prior written consent of the Sellers' Representative (Dr. Marcus Ellsworth). The foregoing restriction shall no

Section 4.4 — ArthroNav R&D Budget The Company acknowledges and reaffirms its covenant under the Stock Purchase Agreement to maintain a dedicated ArthroNav R&D budget of no less than Six Million Dollars ($6,000,000) per year during the Earnout Period (through June 30, 2027). Executive shall have primary authority over the allocation and deployment of the ArthroNav R&D budget within the parameters of the Company's ann

Section 4.5 — Program discontinuance The Company shall not discontinue or abandon the ArthroNav program during the Earnout Period without providing ninety (90) days' prior written notice to the Sellers' Representative, as required under the Stock Purchase Agreement. In the event that the Company provides such notice of discontinuance or abandonment of the ArthroNav program during the Employment Term, such discontinua

ARTICLE 5 — TERMINATION OF EMPLOYMENT

Section 5.1 — Termination by the Company for Cause The Company may terminate Executive's employment at any time for "Cause." For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following: (a) Executive's material breach of any provision of this Agreement or any restrictive covenant agreement to which Executive is a party (including, without limitation, the Restrictive Covenant Agreement de

Section 5.2 — Termination by the Company Without Cause The Company may terminate Executive's employment without Cause at any time upon thirty (30) days' prior written notice to Executive. In the event of a termination by the Company without Cause (other than as a result of Executive's death or Disability, which are addressed in Section 5.5), Executive shall be entitled to receive the following, in addition to the Acc

Section 5.3 — Termination by Executive Without Good Reason Executive may terminate his employment with the Company at any time without Good Reason upon sixty (60) days' prior written notice to the Company. During such notice period, Executive shall continue to perform his duties under this Agreement unless the Company elects to waive the notice period in whole or in part (in which case the Company shall pay Executive

Section 5.4 — Termination by Executive for Good Reason Executive may terminate his employment with the Company for "Good Reason." 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 reduction in Executive's Base Salary (for this purpose, a reduction of greater than ten percent (10%) of the then-current Base Sa

Section 5.5 — Termination Due to Death or Disability Executive's employment shall terminate automatically upon Executive's death. In addition, the Company may terminate Executive's employment upon Executive's "Disability," which for purposes of this Agreement shall mean Executive's inability to perform the essential functions of his position, with or without reasonable accommodation, for a period of one hundred eight

Section 5.6 — Expiration of Term; Non-Renewal In the event that either Party provides timely notice of non-renewal in accordance with Section 1.2 and Executive's employment terminates upon the expiration of the then-current term (whether the Initial Term or any Renewal Term) as a result of such non-renewal, such termination shall be treated as a termination by the Company without Cause for purposes of severance under

Section 5.7 — Return of Company Property Upon the termination of Executive's employment for any reason, or at any time upon the Company's request, Executive shall promptly return to the Company all property of the Company and its affiliates in Executive's possession or control, including without limitation: (a) all documents, files, records, reports, and correspondence (whether in physical or electronic form) contain

Section 5.8 — Section 409A Compliance This Agreement is intended to comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other guidance promulgated thereunder ("Section 409A"), and shall be interpreted and construed in a manner consistent with such intent. (a) Each installment payment of severance or other compensation under this Agreement shall be treated as a

ARTICLE 6 — RESTRICTIVE COVENANTS

Section 6.1 — Reference to Separate Non-Competition Agreement Executive acknowledges and agrees that, simultaneously with the execution of this Agreement, Executive has entered into that certain Non-Competition and Non-Solicitation Agreement (the "Restrictive Covenant Agreement"), dated as of the Effective Date, by and between Executive and the Company, a copy of which is attached as an exhibit to the Stock Purchase

Section 6.2 — Confidentiality (a) Obligation. Executive acknowledges that, in the course of his employment with the Company and its affiliates (including Meridian), Executive will have access to, and will develop and contribute to, Confidential Information (as defined below) of the Company and its affiliates. Executive shall maintain the strict confidentiality of all Confidential Information, both during and after th

Section 6.3 — Intellectual Property Assignment (a) Assignment. Executive acknowledges and agrees that all inventions, discoveries, improvements, enhancements, works of authorship, designs, software, algorithms, methods, processes, data, databases, and other intellectual property, whether or not patentable or copyrightable, that are conceived, created, developed, or reduced to practice by Executive, either alone or jo

Section 6.4 — Non-Disparagement (a) Executive agrees that, during and after the Employment Term, he shall not make, publish, or communicate any defamatory or disparaging remarks, comments, or statements, whether oral, written, or electronic, concerning the Company, its affiliates, or any of their respective officers, directors, employees, shareholders, or agents. (b) The Company agrees that, during and after the Empl

Section 6.5 — Cooperation Executive agrees that, during and after the Employment Term, he shall cooperate fully and in good faith with the Company and its affiliates in connection with any litigation, arbitration, investigation, regulatory proceeding, audit, or other matter arising out of or related to events occurring during the Employment Term or Executive's employment with Meridian prior to the Effective Date. Wit

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES

Section 7.1 — 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, restriction, obligation, or commitment (whether written or oral) that would prevent or materially impair Executive's ability to perf

Section 7.2 — 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; (b) The Company has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, and the execution and delivery of this Agreement by the

ARTICLE 8 — INDEMNIFICATION AND D&O COVERAGE

Section 8.1 — Indemnification The Company shall indemnify and hold harmless Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware and the Company's certificate of incorporation and bylaws (as in effect from time to time) against all losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement, and reasonable expenses (including reasonable at

Section 8.2 — D&O Insurance During the Employment Term, the Company shall maintain directors' and officers' liability insurance coverage for Executive (in his capacity as an officer of the Company and Meridian) with coverage levels and terms no less favorable than those maintained by the Company for similarly situated senior ex