Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA.

Section 1.1 "Adjusted EBITDA" shall have the meaning ascribed to such term in the Earnout Agreement, dated as of June 30, 2024, by and among the Company, CPI, and the shareholders of CPI (the "Earnout Agreement").

Section 1.2 "APA" shall mean that certain Asset Purchase Agreement, dated as of April 2, 2024, by and between the Company, as purchaser, and CPI, as seller, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

Section 1.3 "Board" shall mean the Board of Directors of the Company, or, where applicable, any duly authorized committee thereof (including, without limitation, any compensation committee established by the Board).

Section 1.4 "Cause" shall have the meaning set forth in Section 5.2 of this Agreement.

Section 1.5 "Change of Control" shall have the meaning set forth in Section 8.1 of this Agreement.

Section 1.6 "Closing Date" shall mean June 30, 2024, being the date on which the closing of the transactions contemplated by the APA occurred.

Section 1.7 "Confidential Information" shall have the meaning set forth in Section 6.1 of this Agreement.

Section 1.8 "Disability" shall have the meaning set forth in Section 5.4 of this Agreement.

Section 1.9 "Earnout Agreement" shall mean the Earnout Agreement, dated as of June 30, 2024, by and among the Company, CPI, and the shareholders of CPI, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

Section 1.10 "Good Reason" shall have the meaning set forth in Section 5.3 of this Agreement.

Section 1.11 "Non-Compete Agreement" shall mean the Non-Competition and Non-Solicitation Agreement, dated as of June 30, 2024, by and between the Company and the Executive.

Section 1.12 "Term" shall mean the Employment Term as defined in Section 2.1 of this Agreement, as the same may be extended pursuant to Section 2.2 of this Agreement.

Section 2.1 — Initial Term. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, for a period commencing on the Effective Date and expiring on June 29, 2027 (the "Initial Term"), unless earlier terminated in accordance with the provisions of Article V of this Agreement. The Initial Term, together with any Renewal Term (as defined in Section 2.2 below), is r

Section 2.2 — Renewal. Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each (each such period, a "Renewal Term"), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term (whether the Initial Term or any Renewal Term). For the avoidance of doubt, a

Section 2.3 — Survival. Notwithstanding the expiration or termination of this Agreement for any reason, the provisions of Article V (to the extent applicable to payments and benefits following termination), Article VI (Confidential Information), Article VII (Intellectual Property and Work Product), Article VIII (Change of Control Provisions, to the extent applicable following a qualifying termination), Article IX (Re

ARTICLE III — POSITION, DUTIES, AND REPORTING

Section 3.1 — Title and Position. During the Term, the Executive shall serve as Chief Clinical Officer ("CCO") of the Company. The Executive shall have such authority, duties, and responsibilities as are customarily associated with the position of Chief Clinical Officer of a healthcare services company of the size, scope, and nature of the Company, subject to the overall direction and oversight of the Chief Executive

Section 3.2 — Duties. In her capacity as Chief Clinical Officer, the Executive shall have overall responsibility for the following functional areas of the Company's business: (a) Clinical Operations. Day-to-day management, direction, and oversight of all clinical operations across the Company's portfolio of thirty-seven (37) outpatient rehabilitation and behavioral health facilities, located in seven (7) states, spec

Section 3.3 — Reporting. The Executive shall report directly to the Chief Executive Officer of the Company. In addition, with respect to matters of clinical governance, clinical quality, and clinical compliance, the Executive shall report to, and make regular presentations before, the Board or any committee thereof designated by the Board to oversee clinical affairs. The Executive shall keep the Chief Executive Offic

Section 3.4 — Best Efforts; Full-Time Service. During the Term, the Executive shall devote substantially all of her business time, attention, skill, and energies to the faithful and diligent performance of her duties hereunder. The Executive shall perform her duties in a professional, ethical, and competent manner consistent with the standards of the healthcare industry and the Company's policies and procedures. Notw

Section 3.5 — Principal Place of Employment. The Executive's principal place of employment shall be in the Nashville, Tennessee metropolitan area. The Executive's primary office shall be located at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215 (the former headquarters of CPI), or at such other location in the Nashville metropolitan area as the Company may designate from time to time with the Exec

Section 3.6 — No Relocation. The Company shall not require the Executive to relocate her principal place of employment to a location that is more than fifty (50) miles from 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215, without the Executive's prior written consent. Any such required relocation without the Executive's prior written consent shall constitute Good Reason under Section 5.3 of this Ag

ARTICLE IV — COMPENSATION AND BENEFITS

Section 4.1 — Base Salary. (a) During the Term, the Company shall pay the Executive an annual base salary of Four Hundred Seventy-Five Thousand Dollars ($475,000) (the "Base Salary"), payable in accordance with the Company's regular payroll practices as in effect from time to time (currently semi-monthly), subject to all applicable withholding and deductions required by law. (b) The Base Salary shall be reviewed annu

Section 4.2 — Annual Bonus. (a) For each fiscal year during the Term, the Executive shall be eligible to receive an annual performance bonus (the "Annual Bonus"). The target Annual Bonus shall be equal to fifty percent (50%) of the Executive's Base Salary as in effect at the beginning of the applicable fiscal year (i.e., an initial target Annual Bonus of Two Hundred Thirty-Seven Thousand Five Hundred Dollars ($237,50

Section 4.3 — Signing / Transaction Bonus. (a) In recognition of the Executive's agreement to enter into this Employment Agreement and the Non-Compete Agreement, and as additional consideration for the Executive's commitment to the post-closing employment arrangement, the Company shall pay to the Executive a one-time transaction bonus in the amount of Two Hundred Fifty Thousand Dollars ($250,000) (the "Transaction Bo

Section 4.4 — Equity / Co-Investment. (a) The Executive shall be eligible to participate in any management equity incentive plan, co-investment program, or similar equity-based compensation arrangement established by Ardent Capital Partners III LP or its affiliates for management of the Company (the "Management Equity Program"), on such terms and conditions as shall be determined by the Board in consultation with Ard

Section 4.5 — Benefits. (a) Health, Dental, and Vision Insurance. During the Term, the Executive shall be entitled to participate in the health, dental, and vision insurance plans and programs maintained by the Company for its employees generally, on terms no less favorable than those provided to other senior executives of the Company. The Company shall use commercially reasonable efforts to ensure that such coverage

Section 4.6 — Expense Reimbursement. (a) During the Term, the Company shall reimburse the Executive for all reasonable, documented, and necessary business expenses incurred by the Executive in the performance of her duties hereunder, including travel expenses incurred in connection with visits to the Company's thirty-seven (37) clinic locations across the seven (7) states of operation, in accordance with the Company'

Section 4.7 — Professional Development. (a) During the Term, the Company shall reimburse the Executive for the reasonable costs and expenses associated with continuing education courses, professional licensing and certification fees (including state licensure renewal fees in all applicable jurisdictions), and professional association memberships, in each case, to the extent that such expenses are reasonably related t

ARTICLE V — TERMINATION OF EMPLOYMENT

Section 5.1 — Termination by the Company Without Cause or by Executive for Good Reason. (a) Company Termination Without Cause. The Company may terminate the Executive's employment at any time without Cause upon not less than thirty (30) days' prior written notice to the Executive. During such notice period, the Company may, in its sole discretion, relieve the Executive of some or all of her duties and responsibilitie

Section 5.2 — Termination by the Company for Cause. (a) Definition of Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following: (i) The Executive's willful and material breach of this Agreement or the Non-Compete Agreement that, if curable, remains uncured for a period of thirty (30) days after the Company provides the Executive with written notice specifying in reasonable deta

Section 5.3 — Resignation by Executive Without Good Reason. (a) Voluntary Resignation. The Executive may resign her employment with the Company at any time, with or without Good Reason, upon not less than sixty (60) days' prior written notice to the Company. The Company may, in its discretion, waive all or any portion of such notice period and accelerate the effective date of the Executive's resignation; provided, ho

Section 5.4 — Termination Due to Death or Disability. (a) Death. The Executive's employment shall terminate automatically upon the Executive's death. (b) Definition of Disability. For purposes of this Agreement, "Disability" shall mean the Executive's inability, by reason of physical or mental illness, injury, or incapacity, to perform the essential functions of her position (with or without reasonable accommodation)

Section 5.5 — Termination in Connection with Change of Control. If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason within twelve (12) months following a Change of Control, the Executive shall be entitled to the enhanced severance compensation and benefits set forth in Section 8.2 of this Agreement, in lieu of (and not in addition to) the Severance Benefits set

Section 5.6 — Board Observer; Transition Cooperation. (a) Upon any termination or expiration of the Executive's employment for any reason, the Executive shall, at the Company's request, cooperate fully and in good faith in the orderly transition of her duties and responsibilities to her successor or such other person as the Company may designate. Such cooperation shall include, without limitation, assistance with the

ARTICLE VI — CONFIDENTIAL INFORMATION

Section 6.1 — Definition. As used in this Agreement, "Confidential Information" means all information and data, in whatever form or medium, that is proprietary or confidential to the Company, its affiliates, or its predecessors (including CPI), and that is not generally known or available to the public, including without limitation: (a) trade secrets, proprietary processes, and proprietary know-how; (b) patient data,

Section 6.2 — Non-Disclosure Obligation. The Executive shall not, during the Term or at any time thereafter, directly or indirectly, disclose, publish, communicate, furnish, or make accessible to any person, entity, or organization, or use for her own benefit or the benefit of any third party, any Confidential Information, except (a) as required in the faithful performance of the Executive's duties hereunder, (b) as

Section 6.3 — Return of Materials. Upon the termination or expiration of the Executive's employment for any reason, or at any time upon the Company's request, the Executive shall promptly return to the Company all Confidential Information (in whatever form or medium), documents, records, files, equipment, keys, access cards, computer hardware, software, data storage devices, and all other property of the Company in t

Section 6.4 — HIPAA Compliance. The Executive acknowledges and agrees that, in connection with the performance of her duties hereunder, she will have access to protected health information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder ("HIPAA"), including the Standards for Privacy of Individually Identifiable Health Inf

Section 6.5 — Survival. The Executive's obligations under this Article VI shall survive the termination or expiration of this Agreement and the Executive's employment with the Company. With respect to trade secrets (as defined under applicable law, including the Tennessee Uniform Trade Secrets Act and the Defend Trade Secrets Act of 2016), the Executive's non-disclosure obligations shall survive for so long as such i

ARTICLE VII — INTELLECTUAL PROPERTY AND WORK PRODUCT

Section 7.1 — Assignment of Inventions. The Executive hereby agrees that all inventions, discoveries, improvements, developments, innovations, clinical methodologies, treatment protocols, software, algorithms, processes, techniques, designs, works of authorship, and other intellectual property (collectively, "Work Product"), whether or not patentable, copyrightable, or protectable as trade secrets, that are conceived

Section 7.2 — Cooperation. The Executive shall, at the Company's request and expense, execute all applications, assignments, instruments, and other documents, and shall take all other actions, as may be reasonably necessary or desirable to perfect, register, protect, maintain, or enforce the Company's ownership rights in any Work Product, including the prosecution and maintenance of any patent, copyright, or trademar

Section 7.3 — Prior Inventions. The Executive has identified on Exhibit A attached hereto all inventions, clinical methodologies, original works of authorship, developments, improvements, and other intellectual property, whether or not patentable or copyrightable, that were made by the Executive prior to the Effective Date and that belong to the Executive (collectively, "Prior Inventions"), which the Executive desire

ARTICLE VIII — CHANGE OF CONTROL PROVISIONS

Section 8.1 — Definition. For purposes of this Agreement, a "Change of Control" shall mean the occurrence of any of the following events: (a) the sale, transfer, or disposition of all or substantially all of the assets of the Company to any person or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than Ardent Capital Partners III LP or any of its affiliat

Section 8.2 — Double Trigger Severance. If, within twelve (12) months following a Change of Control, the Executive's employment is terminated by the Company (or its successor) without Cause or by the Executive for Good Reason (a "Qualifying CIC Termination"), then, in lieu of the Severance Benefits set forth in Section 5.1(c) of this Agreement, and subject to the Executive's execution and non-revocation of the Releas

Section 8.3 — Section 280G Cutback. (a) Notwithstanding any other provision of this Agreement, if any payment or benefit to be received by the Executive in connection with a Change of Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement, any other plan, arrangement, or agreement with the Company, any person whose actions result in a Change of Control, or any person

ARTICLE IX — RESTRICTIVE COVENANTS CROSS-REFERENCE

Section 9.1 — Acknowledgment of Non-Compete Agreement. The Executive acknowledges and agrees that, simultaneously with the execution and delivery of this Agreement, the Executive is entering into the Non-Competition and Non-Solicitation Agreement, dated as of June 30, 2024, between the Company and the Executive (the "Non-Compete Agreement"), which contains, among other things, a three (3)-year restrictive covenant co

Section 9.2 — Breach as Cause. Any material breach by the Executive of the Non-Compete Agreement shall constitute a material breach of this Employment Agreement and shall constitute "Cause" for termination of the Executive's employment under Section 5.2(a)(i) of this Agreement, subject to the notice and cure provisions set forth therein.

Section 9.3 — Consideration. The Executive acknowledges and agrees that the consideration for the Non-Compete Agreement includes, among other things: (a) the employment provided to the Executive hereunder, including the Base Salary, Annual Bonus opportunity, and other compensation and benefits set forth in Article IV; (b) the Transaction Bonus payable under Section 4.3; (c) the Executive's receipt of proceeds from th

ARTICLE X — REPRESENTATIONS AND WARRANTIES OF EXECUTIVE

Section 10.1 — No Conflicting Obligations. The Executive represents and warrants that she is not a party to any contract, agreement, understanding, or arrangement (whether oral or written) that would prevent, restrict, or impair her ability to enter into this Agreement or to fully perform her duties and obligations hereunder. The Executive further represents and warrants that her execution and delivery of this Agreem