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EMPLOYMENT AGREEMENT

by and between

ARDENT HEALTHCARE ACQUISITION CORP., a Delaware corporation

and

DR. RANDALL J. WHITFIELD, an individual resident of the State of Tennessee

Dated as of June 30, 2024

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of June 30, 2024 (the "Effective Date"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Company" or "Employer"), and Dr. Randall J. Whitfield, an individual resident of the State of Tennessee ("Executive"). The Company and Executive are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital Partners III" or the "Fund");

WHEREAS, the Company acquired substantially all of the assets of Cardinal Peak Industries, Inc., a Tennessee corporation ("CPI"), pursuant to that certain Asset Purchase Agreement dated as of April 2, 2024, by and between the Company and CPI (the "Acquisition Agreement");

WHEREAS, Executive was the Founder, Chairman, and Chief Executive Officer of CPI and was the holder of approximately fifty-two percent (52%) of the outstanding shares of common stock of CPI;

WHEREAS, Executive possesses unique knowledge, expertise, professional relationships, and industry experience critical to the continued success of the business acquired from CPI pursuant to the Acquisition Agreement (the "Acquired Business"), which operates thirty-seven (37) outpatient rehabilitation and behavioral health facilities across seven (7) states, specifically the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky;

WHEREAS, the Company desires to employ Executive as Chief Executive Officer of the Company, and Executive desires to accept such employment, upon the terms and subject to the conditions set forth herein;

WHEREAS, this Agreement is entered into in connection with and as a condition to the closing of the transactions contemplated by the Acquisition Agreement, and the Effective Date of this Agreement shall be the Closing Date (as defined in the Acquisition Agreement); and

WHEREAS, as a further condition to the closing, Executive has agreed to enter into a Non-Competition and Non-Solicitation Agreement of even date herewith with the Company (the "Non-Compete Agreement"), the terms of which are incorporated herein by reference.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.

Section 1.1 — "Acquired Business" shall mean the business acquired by the Company from CPI pursuant to the Acquisition Agreement, including all assets, operations, facilities, contracts, intellectual property, permits, licenses, and goodwill conveyed to the Company thereunder, as further described in the Acquisition Agreement.

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

Section 1.3 — "Affiliate" shall mean, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" as applied to the Company shall include Ardent Capital Partners III LP, Ardent Capital Management LLC (the general partner and investment manager of the Fund), and their respective subsidiaries, portfolio companies, and controlled entities.

Section 1.4 — "Board" shall mean the Board of Directors of the Company, as constituted from time to time.

Section 1.5 — "Cause" shall have the meaning set forth in Section 5.1 of this Agreement.

Section 1.6 — "Change of Control" shall mean the occurrence of any of the following events: (a) the sale, transfer, or other disposition of all or substantially all of the assets of the Company to any Person or group of Persons (other than an Affiliate of the Company); (b) a merger, consolidation, recapitalization, or other similar transaction involving the Company, the result of which is that the holders of the equity interests of the Company immediately prior to such transaction hold less than fifty percent (50%) of the voting power of the surviving or resulting entity immediately following such transaction; (c) the sale, transfer, or other disposition by Ardent Capital Partners III LP (or its successors or assigns) of a majority of its direct or indirect equity interest in the Company to any Person or group of Persons that is not an Affiliate of Ardent Capital Partners III LP; or (d) any other event that constitutes a "Change of Control" (or similar defined term) under both the Acquisition Agreement and the Earnout Agreement. For the avoidance of doubt, an internal reorganization or restructuring among the Company, the Fund, and their respective Affiliates shall not constitute a Change of Control.

Section 1.7 — "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.

Section 1.8 — "Confidential Information" shall mean all non-public, proprietary, or confidential information and data relating to the Company, the Acquired Business, or their Affiliates, including but not limited to: (a) patient data, records, and information (subject to the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations ("HIPAA")); (b) proprietary clinical methodologies, treatment protocols, and outcomes data; (c) the PeakConnect patient-engagement software platform (United States Patent and Trademark Office Registration No. 5,412,887) and all related source code, documentation, algorithms, and technical specifications; (d) financial information, projections, budgets, pricing strategies, and cost data; (e) strategic plans, business plans, marketing plans, and growth initiatives; (f) payor contracts, reimbursement rates, and managed care relationships; (g) employee and independent contractor information, including compensation, performance, and personnel records; (h) trade secrets as defined under the Tennessee Uniform Trade Secrets Act (Tenn. Code Ann. § 47-25-1701 et seq.) and the federal Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.); (i) vendor, supplier, and referral source relationships and the terms thereof; and (j) any other information that derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, Persons who can obtain economic value from its disclosure or use. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of Executive's breach of this Agreement; (ii) was available to Executive on a non-confidential basis prior to its disclosure by the Company or its Affiliates; or (iii) becomes available to Executive on a non-confidential basis from a source other than the Company or its Affiliates, provided that such source is not known by Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Company or its Affiliates.

Section 1.9 — "Disability" shall mean Executive's inability to perform the essential functions of Executive's position, with or without reasonable accommodation, due to a physical or mental impairment, for a period of one hundred twenty (120) consecutive calendar days or for an aggregate of one hundred eighty (180) calendar days in any twelve (12)-month period, as determined by a licensed physician mutually agreed upon by the Company and Executive (or Executive's legal representative). If the Parties are unable to agree upon a physician, each Party shall select a physician, and the two physicians so selected shall select a third physician, whose determination shall be final and binding.

Section 1.10 — "Earnout Agreement" shall mean that certain Earnout Agreement dated as of June 30, 2024, by and among the Company, CPI, and the shareholders of CPI (including Executive), as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

Section 1.11 — "Good Reason" shall have the meaning set forth in Section 5.3 of this Agreement.

Section 1.12 — "Non-Compete Agreement" shall mean that certain Non-Competition and Non-Solicitation Agreement of even date herewith by and between Executive and the Company.

Section 1.13 — "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity or body.

Section 1.14 — "Term" shall mean the Employment Term as defined in Article II of this Agreement, including any renewal periods thereof.

ARTICLE II — EMPLOYMENT TERM

Section 2.1 — Initial Term. The Company hereby employs Executive, and Executive hereby accepts employment with the Company, for an initial term of three (3) years commencing on the Effective Date (June 30, 2024) and ending on June 30, 2027, unless earlier terminated in accordance with Article V of this Agreement (the "Initial Term").

Section 2.2 — Renewal. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. For the avoidance of doubt, a notice of non-renewal by the Company shall not constitute a termination without Cause for purposes of Section 5.2 of this Agreement, and a notice of non-renewal by Executive shall not constitute a resignation for Good Reason for purposes of Section 5.3 of this Agreement, unless the circumstances otherwise satisfy the applicable definitions set forth therein. The Initial Term and any Renewal Terms are collectively referred to herein as the "Employment Term" or "Term."

Section 2.3 — At-Will Nature During Renewal Terms. During any Renewal Term, Executive's employment shall continue to be subject to termination by either Party in accordance with the provisions of Article V of this Agreement. Nothing in this Section 2.3 shall be construed to alter the rights and obligations of either Party during the Initial Term, which shall be governed by the terms of this Agreement (including the termination provisions set forth in Article V) in their entirety.

ARTICLE III — POSITION, DUTIES, AND RESPONSIBILITIES

Section 3.1 — Title and Position. During the Term, Executive shall serve as the Chief Executive Officer of the Company, reporting directly to the Board of Directors of the Company. Executive shall have such authority, duties, and responsibilities as are customary for the chief executive officer of a company of similar size and scope, including, without limitation, those duties and responsibilities described in Section 3.2 below. In addition, Executive shall serve in such other officer and/or director positions with the Company and its Affiliates as the Board may reasonably request from time to time, without additional compensation therefor (unless otherwise agreed by the Parties in writing). The Board shall take all action within its authority to cause Executive to be elected or appointed to such positions and to be nominated for re-election or re-appointment, as applicable.

Section 3.2 — Duties. Executive shall have overall responsibility for the management, operations, and strategic direction of the Acquired Business, including, without limitation:

(a) setting and implementing the strategic direction and growth initiatives across all thirty-seven (37) clinic locations comprising the Acquired Business, including the identification and evaluation of new facility openings, tuck-in acquisitions, and geographic expansion opportunities;

(b) oversight and management of the approximately two thousand one hundred (2,100) employees of the Acquired Business, including approximately one thousand four hundred fifty (1,450) licensed clinicians (physical therapists, occupational therapists, speech-language pathologists, licensed clinical social workers, psychologists, and other licensed behavioral health professionals) and approximately six hundred fifty (650) administrative and support staff;

(c) management and maintenance of key payor relationships, including the relationship with SummitCare Health Plans, Inc. (which represents approximately twenty-two percent (22%) of the Acquired Business's net revenue) and Medicare and Medicaid programs (which together represent approximately thirty-one percent (31%) of the Acquired Business's net revenue), as well as the cultivation and negotiation of new managed care and commercial payor arrangements;

(d) collaboration with personnel designated by Ardent Capital Management LLC, including Priya Mehta-Sullivan (Partner, Head of Healthcare Investments) and Connor Briggs (Vice President, Healthcare Deal Team), in their respective capacities as board designees, investment oversight contacts, or otherwise, with respect to budgeting, financial reporting, capital allocation, strategic planning, and such other matters as may be reasonably requested by the Board;

(e) oversight of the PeakConnect patient-engagement software platform, including its continued development, deployment across clinic locations, and integration with clinical service delivery workflows and electronic health record systems;

(f) ensuring compliance with all applicable federal, state, and local laws and regulations governing the Acquired Business, including but not limited to HIPAA, the Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the Stark Law (42 U.S.C. § 1395nn), state licensure requirements, and applicable professional practice standards; and

(g) such other duties and responsibilities as may be reasonably assigned by the Board from time to time, consistent with Executive's position and title.

Section 3.3 — Exclusivity / Best Efforts. During the Term, Executive shall devote substantially all of Executive's business time, attention, skill, and energy to the faithful performance of Executive's duties hereunder. Executive shall perform such duties diligently, competently, and in good faith, and shall use Executive's best efforts to promote the interests and welfare of the Company and the Acquired Business. Notwithstanding the foregoing, Executive may: (a) serve on up to two (2) boards of directors (or equivalent governing bodies) of entities that do not compete with the Company or the Acquired Business, subject to the prior written approval of the Board (which approval shall not be unreasonably withheld, conditioned, or delayed); (b) manage Executive's personal investments and financial affairs; and (c) participate in civic, charitable, educational, religious, and professional associations and activities, in each case so long as such activities do not individually or in the aggregate materially interfere with Executive's performance of Executive's duties hereunder or create a conflict of interest with the Company or the Acquired Business.

Section 3.4 — Principal Place of Employment. Executive's principal place of employment shall be the Company's headquarters, currently located at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215. Executive acknowledges that the performance of Executive's duties will require reasonable travel to the Company's various clinic locations and to the offices of Ardent Capital Management LLC in New York, New York, and to such other locations as may be necessary or appropriate in connection with Executive's duties. The Company shall not, without Executive's prior written consent, relocate Executive's principal place of employment to a location more than fifty (50) miles from the current headquarters in Nashville, Tennessee (subject to the Good Reason provisions of Section 5.3 of this Agreement).

ARTICLE IV — COMPENSATION AND BENEFITS

Section 4.1 — Base Salary. During the Term, the Company shall pay Executive an initial annual base salary of Seven Hundred Fifty Thousand Dollars ($750,000) (as may be adjusted from time to time in accordance with this Section 4.1, the "Base Salary"), payable in substantially equal installments in accordance with the Company's normal payroll practices as in effect from time to time (but not less frequently than semi-monthly). Executive's Base Salary shall be subject to annual review by the Board (or a compensation committee thereof, if established), commencing with the first anniversary of the Effective Date. Following such review, the Board may, in its sole discretion, increase Executive's Base Salary; provided, however, that Executive's Base Salary shall not be decreased below the then-current level without Executive's written consent, except as may otherwise constitute Good Reason under Section 5.3(b) of this Agreement. Any increase in Base Salary shall become the new "Base Salary" for all purposes of this Agreement.

Section 4.2 — Annual Performance Bonus.

(a) Target and Maximum Bonus. For each fiscal year of the Company during the Term, Executive shall be eligible to receive an annual performance bonus (the "Annual Performance Bonus" or "Bonus"). Executive's target Annual Performance Bonus shall be one hundred percent (100%) of Base Salary (i.e., Seven Hundred Fifty Thousand Dollars ($750,000) at the initial Base Salary level) (the "Target Bonus"), with a maximum Annual Performance Bonus of one hundred fifty percent (150%) of Base Salary (i.e., One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) at the initial Base Salary level).

(b) Performance Metrics. The Annual Performance Bonus shall be based upon Executive's achievement of performance metrics and goals established by the Board (or a compensation committee thereof) in consultation with Executive, which metrics and goals shall be established within the first sixty (60) days of each fiscal year (or, with respect to the first partial fiscal year, within thirty (30) days following the Effective Date). Such performance metrics may include, but are not limited to: (i) Adjusted EBITDA targets for the Acquired Business; (ii) revenue growth (organic and, if applicable, through acquisitions); (iii) clinic-level profitability and margin improvement; (iv) patient satisfaction scores and Net Promoter Score metrics; (v) regulatory compliance and quality metrics; (vi) employee retention and talent development objectives; and (vii) such other strategic, financial, or operational objectives as the Board deems appropriate.

(c) Pro-Ration for First Fiscal Year. The Annual Performance Bonus for the first partial fiscal year (July 1, 2024 through December 31, 2024) shall be pro-rated based on the number of days of Executive's employment during such period divided by three hundred sixty-five (365).

(d) Payment Timing. The Annual Performance Bonus, if any, shall be payable within thirty (30) days following delivery by the Company of audited financial statements for the applicable fiscal year, but in no event later than March 15 of the calendar year following the fiscal year to which such bonus relates. Executive must be employed by the Company on the date the Annual Performance Bonus is paid in order to receive such bonus, except as otherwise provided in Section 5.2, Section 5.3, Section 5.5, or Section 5.6 of this Agreement.

Section 4.3 — Earnout Participation.

(a) Acknowledgment of Earnout Rights. Executive acknowledges and the Company confirms that, as a former holder of approximately fifty-two percent (52%) of the outstanding shares of common stock of CPI, Executive is entitled to participate in the earnout payments payable under the Earnout Agreement dated as of June 30, 2024, by and among the Company, CPI, and the shareholders of CPI.

(b) Description of Earnout. The Earnout Agreement provides for contingent consideration of up to Forty-Five Million Dollars ($45,000,000) in the aggregate, payable in two tranches as follows:

(i) Tranche 1: Up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), determined based on the Adjusted EBITDA (as defined in the Earnout Agreement) of the Acquired Business for the twelve (12)-month period ending June 30, 2025. If Adjusted EBITDA for such period equals or exceeds Eighty-Five Million Dollars ($85,000,000), the full Tranche 1 amount shall be payable. If Adjusted EBITDA for such period equals or exceeds Eighty Million Dollars ($80,000,000) but is less than Eighty-Five Million Dollars ($85,000,000), a proportionate Tranche 1 amount shall be payable based on a linear ramp at a rate of Four Dollars and Fifty Cents ($4.50) for each One Dollar ($1.00) of Adjusted EBITDA in excess of Eighty Million Dollars ($80,000,000). No Tranche 1 payment shall be payable if Adjusted EBITDA for such period is less than Eighty Million Dollars ($80,000,000).

(ii) Tranche 2: Up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), determined based on the Adjusted EBITDA (as defined in the Earnout Agreement) of the Acquired Business for the twelve (12)-month period ending June 30, 2026. If Adjusted EBITDA for such period equals or exceeds Ninety-Five Million Dollars ($95,000,000), the full Tranche 2 amount shall be payable. If Adjusted EBITDA for such period equals or exceeds Ninety Million Dollars ($90,000,000) but is less than Ninety-Five Million Dollars ($95,000,000), a proportionate Tranche 2 amount shall be payable based on a linear ramp from the Ninety Million Dollar ($90,000,000) threshold. No Tranche 2 payment shall be payable if Adjusted EBITDA for such period is less than Ninety Million Dollars ($90,000,000).

(c) Executive's Share. Executive's share of any earnout payments made pursuant to the Earnout Agreement shall be fifty-two percent (52%) of the aggregate amount payable to CPI shareholders thereunder, consistent with Executive's pre-closing ownership percentage of CPI.

(d) Operational Covenants. The Company covenants and agrees that it shall operate the Acquired Business in good faith and in the ordinary course, consistent with past practice and in a manner consistent with the operational covenants set forth in the Earnout Agreement. Without limiting the generality of the foregoing, the Company shall not take any action with the primary purpose of reducing, delaying, or avoiding earnout payments. The Parties acknowledge and agree that the terms and conditions of the Earnout Agreement shall govern the calculation, verification, and payment of earnout amounts, and in the event of any conflict between this Section 4.3 and the Earnout Agreement with respect to the earnout, the terms of the Earnout Agreement shall control.

(e) Separation of Compensation Streams. Earnout payments payable to Executive under the Earnout Agreement are separate from and in addition to the Base Salary, Annual Performance Bonus, and all other compensation and benefits payable under this Agreement. The Company's obligation to pay earnout amounts under the Earnout Agreement shall not be offset, reduced, or otherwise affected by any amounts paid or payable under this Agreement, and vice versa.

Section 4.4 — Equity Participation. During the Term, Executive shall be eligible to participate in any management equity incentive plan, co-investment program, or profits interest arrangement established by Ardent Capital Partners III LP, Ardent Capital Management LLC, or the Company for senior management of the Company or of other portfolio companies of the Fund, subject to the terms, conditions, and vesting schedules thereof and the execution by Executive of applicable subscription agreements, grant agreements, or other definitive documentation as may be required. The Company shall use commercially reasonable efforts to make Executive aware of any such programs and to facilitate Executive's participation therein. Nothing in this Section 4.4 shall obligate the Company, the Fund, or Ardent Capital Management LLC to establish any such program or to grant Executive any specific award or allocation thereunder.

Section 4.5 — Employee Benefits. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, and arrangements maintained by the Company from time to time for the benefit of similarly situated senior executives, including, without limitation, group health insurance, dental insurance, vision insurance, group life insurance, short-term and long-term disability insurance, and any retirement savings plans (e.g., 401(k) plans), subject in each case to the eligibility requirements and other terms and conditions of such plans, programs, and arrangements as in effect from time to time. In addition, the Company shall provide Executive with coverage under the Company's directors and officers liability insurance policy, as further described in Article VIII of this Agreement. Nothing in this Agreement shall be construed to require the Company to establish or maintain any particular benefit plan, program, or arrangement, or to prevent the Company from amending, modifying, or terminating any such plan, program, or arrangement in accordance with its terms, applicable law, and the Company's overall benefits strategy; provided, however, that any such amendment, modification, or termination shall apply to Executive in a manner no less favorable than its application to other similarly situated senior executives.

Section 4.6 — Vacation / Paid Time Off. During the Term, Executive shall be entitled to four (4) weeks (twenty (20) business days) of paid vacation per calendar year, in addition to Company-observed holidays, to be taken at such times as are mutually convenient and consistent with Executive's duties and responsibilities. Vacation for any partial calendar year shall be pro-rated. Unused vacation days may be carried forward to the extent permitted by the Company's vacation policy as in effect from time to time, but in no event shall Executive accrue more than six (6) weeks of unused vacation at any time.

Section 4.7 — Business Expenses. The Company shall reimburse Executive for all reasonable and documented business expenses incurred by Executive in connection with the performance of Executive's duties hereunder, including travel, meals, lodging, and professional development expenses, in accordance with the Company's expense reimbursement policies as in effect from time to time. Executive shall submit expense reports and supporting documentation in a timely manner, and the Company shall process reimbursements within thirty (30) days following receipt of a properly documented expense report. All reimbursements under this Section 4.7 shall be made in accordance with the requirements of Section 409A of the Code, as set forth in Article IX of this Agreement.

Section 4.8 — Automobile Allowance. During the Term, the Company shall pay Executive a monthly automobile allowance of One Thousand Five Hundred Dollars ($1,500), payable in accordance with the Company's regular payroll practices. Such allowance shall be intended to cover Executive's costs associated with the use of a personal vehicle in connection with Executive's duties, including lease or purchase payments, insurance, maintenance, fuel, and related expenses. The automobile allowance shall be treated as taxable compensation and subject to applicable withholding.

ARTICLE V — TERMINATION OF EMPLOYMENT

Section 5.1 — 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) Executive's material breach of this Agreement or the Non-Compete Agreement that remains uncured for a period of thirty (30) days after written notice thereof from the Company specifying in reasonable detail the nature of such breach;

(ii) Executive's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, dishonesty, fraud, or breach of trust;

(iii) Executive's willful misconduct or gross negligence in the performance of Executive's duties hereunder, which misconduct or negligence has resulted in, or is reasonably likely to result in, material harm to the Company or the Acquired Business;

(iv) Executive's commission of fraud, embezzlement, or misappropriation of funds or property of the Company, the Acquired Business, or their Affiliates;

(v) Executive's willful and continued failure to follow the lawful and reasonable directives of the Board that are consistent with Executive's position and duties, after written notice from the Board specifying in reasonable detail the nature of such failure and a period of thirty (30) days to cure such failure; and

(vi) Executive's material violation of Company policies, including, without limitation, healthcare regulatory compliance policies, anti-harassment policies, or the Company's code of conduct, after written notice and a thirty (30)-day cure period (to the extent the violation is reasonably susceptible to cure).

For purposes of this definition, no act or failure to act on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without a reasonable belief that Executive's action or omission was in the best interests of the Company. The Company shall provide Executive with written notice of its intention to terminate Executive's employment for Cause, specifying in reasonable detail the grounds for such termination. Executive shall be afforded a reasonable opportunity to appear before the Board (with counsel, if Executive so elects) prior to such termination becoming effective.

(b) Payments Upon Termination for Cause. Upon a termination of Executive's employment by the Company for Cause, the Company shall pay Executive only the following (collectively, "Accrued Obligations"): (i) accrued and unpaid Base Salary through the date of termination, payable on the next regular payroll date; (ii) any accrued but unused vacation days, payable in accordance with Company policy and applicable law; and (iii) unreimbursed business expenses incurred prior to the date of termination in accordance with Section 4.7 and the Company's expense reimbursement policies, payable in accordance with such policies. For the avoidance of doubt, upon a termination for Cause, Executive shall not be entitled to receive any severance payments, any pro-rated Annual Performance Bonus for the year of termination, or any acceleration of earnout payments under the Earnout Agreement (it being understood that Executive's rights under the Earnout Agreement shall be governed solely by the terms thereof).

Section 5.2 — Termination by the Company Without Cause.

(a) Right to Terminate. The Company may terminate Executive's employment at any time without Cause upon not less than thirty (30) days' prior written notice to Executive (or, at the Company's election, payment of Base Salary in lieu of such notice period).

(b) Severance Benefits. Subject to Executive's timely execution and non-revocation of the Release (as defined in Section 5.7), upon a termination of Executive's employment by the Company without Cause (other than due to death or Disability, which are addressed in Section 5.5, and other than in connection with a Change of Control, which is addressed in Section 5.6), Executive shall be entitled to receive the following, in addition to the Accrued Obligations:

(i) Salary Continuation: Continuation of Executive's Base Salary (at the rate in effect as of the date of termination) for a period of eighteen (18) months following the date of termination, payable in accordance with the Company's regular payroll practices, commencing on the first regular payroll date following the effective date of the Release (with the first such payment to include any amounts that would have been payable had payment commenced on the date of termination);

(ii) Pro-Rated Bonus: A pro-rated Annual Performance Bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year (as determined by the Board following the completion of such fiscal year), pro-rated for the number of days Executive was employed during such fiscal year, payable at the same time as bonuses are paid to other senior executives of the Company for such fiscal year;

(iii) COBRA Continuation: If Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay or reimburse Executive for the employer portion of the monthly COBRA premiums for Executive and Executive's eligible dependents for a period of eighteen (18) months following the date of termination (or, if earlier, until Executive becomes eligible for comparable coverage under another employer's group health plan); provided that, if the Company's payment of COBRA premiums would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act, the Company shall instead pay Executive a taxable monthly amount equal to the applicable COBRA premium for the remainder of the applicable period.

(c) Earnout Rights. Executive's rights to receive earnout payments under the Earnout Agreement shall survive and continue to be payable in accordance with the terms of the Earnout Agreement, regardless of Executive's termination of employment without Cause. Nothing in this Agreement shall be construed to limit, reduce, or otherwise affect Executive's rights under the Earnout Agreement in the event of a termination without Cause.

Section 5.3 — Resignation by Executive for Good Reason.

(a) Definition of Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following without Executive's prior written consent:

(i) a material diminution in Executive's title, duties, responsibilities, or authority (including, without limitation, Executive's removal from the position of Chief Executive Officer), or a material adverse change in Executive's reporting relationship (including a requirement that Executive report to any Person other than the Board);

(ii) a reduction in Executive's Base Salary, other than an across-the-board reduction of not more than ten percent (10%) that applies equally to all senior executives of the Company;

(iii) the relocation of Executive's principal place of employment to a location more than fifty (50) miles from Nashville, Tennessee (excluding reasonable travel requirements);

(iv) a material breach by the Company of any provision of this Agreement (including, without limitation, any material failure to pay compensation or provide benefits as required hereunder); or

(v) the failure of the Company to obtain the express written assumption of this Agreement by any successor to the Company (whether by merger, consolidation, purchase of assets, or otherwise) as required by Section 11.6 of this Agreement.

(b) Good Reason Process. Executive's resignation shall not be treated as a resignation for Good Reason unless: (i) Executive provides written notice to the Company of the condition giving rise to Good Reason within sixty (60) days of the initial occurrence of such condition, specifying in reasonable detail the facts and circumstances constituting Good Reason; (ii) the Company fails to cure such condition within thirty (30) days following receipt of such written notice (the "Cure Period"); and (iii) Executive resigns from employment within thirty (30) days following the expiration of the Cure Period. If the Company cures the condition during the Cure Period, Executive shall have no right to resign for Good Reason with respect to such condition. The requirement that Executive provide notice and an opportunity to cure shall not apply if the Company has previously been notified of the same or substantially similar condition and failed to cure it.

(c) Severance Benefits. Upon a resignation by Executive for Good Reason (other than in connection with a Change of Control, which is addressed in Section 5.6), Executive shall be entitled to the same severance benefits as described in Section 5.2(b) of this Agreement (i.e., salary continuation for eighteen (18) months, a pro-rated Annual Performance Bonus, and COBRA continuation for eighteen (18) months), subject to Executive's timely execution and non-revocation of the Release. Executive's earnout rights under the Earnout Agreement shall survive in accordance with the terms thereof.

Section 5.4 — Resignation Without Good Reason.

(a) Right to Resign. Executive may resign from employment at any time without Good Reason upon not less than sixty (60) days' prior written notice to the Company. The Company may, in its sole discretion, waive all or any portion of such notice period and accelerate Executive's date of termination, in which case Executive shall be entitled to receive Base Salary through the effective date of such accelerated termination.

(b) Payments. Upon a resignation by Executive without Good Reason, Executive shall be entitled to receive only the Accrued Obligations. Executive shall not be entitled to any severance payments, any pro-rated Annual Performance Bonus for the year of termination, or any other compensation or benefits (other than the Accrued Obligations). Executive's rights to receive earnout payments under the Earnout Agreement shall survive and continue to be governed by the terms thereof.

Section 5.5 — Death or Disability.

(a) Termination. Executive's employment shall terminate automatically upon Executive's death and may be terminated by the Company upon Executive's Disability, in each case effective as of the date of death or, in the case of Disability, upon written notice from the Company to Executive (or Executive's legal representative).

(b) Payments and Benefits. Upon a termination of Executive's employment due to death or Disability, Executive (or Executive's estate, beneficiaries, or legal representative, as applicable) shall be entitled to receive:

(i) the Accrued Obligations;

(ii) a pro-rated Annual Performance Bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year (as determined by the Board following the completion of such fiscal year), pro-rated for the number of days Executive was employed during such fiscal year, payable at the same time as bonuses are paid to other senior executives of the Company for such fiscal year; and

(iii) continuation of Executive's Base Salary (at the rate in effect as of the date of termination) for a period of twelve (12) months following the date of termination, payable in accordance with the Company's regular payroll practices (in the event of death, payable to Executive's estate or designated beneficiaries).

(c) Earnout Rights. Executive's (or Executive's estate's or beneficiaries') rights to receive earnout payments under the Earnout Agreement shall survive and continue to be payable in accordance with the terms of the Earnout Agreement.

(d) Insurance and Other Benefits. Nothing in this Section 5.5 shall limit Executive's (or Executive's beneficiaries') rights to receive benefits under any life insurance, disability insurance, or other employee benefit plans or programs maintained by the Company, which benefits shall be governed solely by the terms of the applicable plans or programs.

Section 5.6 — Termination in Connection with a Change of Control.

(a) Enhanced Severance. If Executive's employment is terminated by the Company without Cause, or if Executive resigns for Good Reason, in either case within twelve (12) months following the consummation of a Change of Control (a "Change of Control Termination"), then, in lieu of the severance benefits described in Section 5.2(b) or Section 5.3(c), as applicable, and subject to Executive's timely execution and non-revocation of the Release, Executive shall be entitled to receive the following:

(i) Lump-Sum Payment: A lump-sum cash payment equal to two (2) times the sum of (A) Executive's Base Salary (at the rate in effect immediately prior to the Change of Control or the date of termination, whichever is greater) plus (B) Executive's Target Bonus (i.e., at initial compensation levels, 2 × ($750,000 + $750,000) = $3,000,000), payable within sixty (60) days following the date of termination (but in no event earlier than the effective date of the Release);

(ii) COBRA Continuation: Company-paid COBRA continuation coverage for Executive and Executive's eligible dependents for a period of twenty-four (24) months following the date of termination (or, if earlier, until Executive becomes eligible for comparable coverage under another employer's group health plan), subject to the same terms and conditions as described in Section 5.2(b)(iii);

(iii) Accrued Obligations: Payment of all Accrued Obligations; and

(iv) Pro-Rated Bonus: A pro-rated Annual Performance Bonus for the fiscal year in which the termination occurs, calculated at the Target Bonus level (rather than based on actual performance), pro-rated for the number of days Executive was employed during such fiscal year, payable within sixty (60) days following the date of termination.

(b) Earnout Acceleration. Executive acknowledges that, pursuant to the terms of the Earnout Agreement, a Change of Control triggers the acceleration and payment of one hundred percent (100%) of the maximum remaining earnout consideration that has not yet been determined or paid, payable immediately upon the closing of the Change of Control transaction. Executive's rights with respect to such accelerated earnout payments shall be governed solely by the terms of the Earnout Agreement.

Section 5.7 — Release Requirement. Payment of any severance, enhanced severance, or other benefits described in Section 5.2(b), Section 5.3(c), Section 5.5(b)(ii), Section 5.5(b)(iii), or Section 5.6(a) (other than the Accrued Obligations, which shall be paid without regard to the execution of a release) shall be conditioned upon Executive's (or Executive's estate's or legal representative's) timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the "Release"). The Release must be executed within twenty-one (21) days following the date of termination (or forty-five (45) days if the termination is in connection with a group termination or other circumstance requiring an extended consideration period under the Age Discrimination in Employment Act of 1967, as amended (the "ADEA")), and shall become effective upon the expiration of the seven (7)-day revocation period provided therein. If Executive fails to timely execute the Release or revokes the Release during the revocation period, Executive shall forfeit all rights to receive any severance or enhanced benefits under this Article V (other than the Accrued Obligations).

Section 5.8 — Section 280G / Parachute Payments.

(a) Best Net After-Tax. If any payments or benefits provided or to be provided to Executive under this Agreement or any other plan, program, agreement, or arrangement of the Company or its Affiliates (collectively, the "Total Payments") would constitute "parachute payments" within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (the "Safe Harbor Amount"), but only if the net after-tax benefit to Executive of receiving the Safe Harbor Amount (after taking into account all applicable federal, state, and local income taxes and employment taxes) would be greater than the net after-tax benefit to Executive of receiving the Total Payments without reduction (after taking into account the Excise Tax and all applicable federal, state, and local income taxes and employment taxes). If such reduction is required, the Total Payments shall be reduced in the following order: (i) first, any cash severance payments that are exempt from Section 409A of the Code; (ii) second, any other cash payments that are exempt from Section 409A of the Code; (iii) third, any benefits-in-kind; and (iv) fourth, any deferred compensation payments or benefits subject to Section 409A of the Code, in each case in reverse chronological order (i.e., the payment owed on the latest date being reduced first).

(b) No Gross-Up. The Company shall not be required to provide any tax gross-up payment with respect to the Excise Tax or any other taxes imposed in connection with the Total Payments. Executive shall be solely responsible for the payment of any Excise Tax, and the Company shall cooperate with Executive in good faith in determining whether any of the Total Payments constitute "parachute payments" and, if so, the amount of such payments.

(c) Determination. All determinations required to be made under this Section 5.8 shall be made by an independent nationally recognized accounting firm or compensation consulting firm selected by the Company and reasonably acceptable to Executive (the "Determination Firm"), whose determination shall be conclusive and binding upon the Company and Executive. The fees and expenses of the Determination Firm shall be borne solely by the Company.

ARTICLE VI — RESTRICTIVE COVENANTS

Section 6.1 — Non-Competition and Non-Solicitation Agreement. Executive acknowledges and agrees that Executive has entered into the Non-Competition and Non-Solicitation Agreement of even date herewith with the Company, which contains, among other things, a three (3)-year non-competition covenant and a three (3)-year non-solicitation covenant, in each case measured from the date of termination of Executive's employment (regardless of the reason for such termination), covering the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky (collectively, the "Restricted Territory"). Executive further acknowledges that the Non-Compete Agreement was entered into as a condition to the closing of the transactions contemplated by the Acquisition Agreement and in consideration of the purchase price paid by the Company for the assets of CPI, which constitutes substantial and independent consideration for the restrictive covenants contained therein. The terms and conditions of the Non-Compete Agreement are incorporated herein by reference as if fully set forth herein and shall survive the termination or expiration of this Agreement in accordance with their respective terms.

Section 6.2 — Confidentiality.

(a) Non-Disclosure. Executive shall not, during the Term or at any time thereafter, directly or indirectly, disclose, publish, communicate, or use for Executive's own benefit or for the benefit of any third party any Confidential Information of the Company, the Acquired Business, or their Affiliates, except (i) as required in the good-faith performance of Executive's duties hereunder, (ii) as required by applicable law, regulation, or legal process (subject to the provisions of Section 6.2(c) below), or (iii) with the prior written consent of the Board.

(b) Scope of Obligations. The obligations set forth in this Section 6.2 shall survive the termination or expiration of this Agreement and Executive's employment indefinitely with respect to trade secrets (as defined under applicable federal and state law, including the Tennessee Uniform Trade Secrets Act and the Defend Trade Secrets Act of 2016) and for a period of three (3) years following the date of termination of Executive's employment with respect to all other Confidential Information.

(c) Compelled Disclosure. If Executive is required by applicable law, regulation, or legal process (including a subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Executive shall, to the extent legally permissible, provide the Company with prompt written notice of such requirement so that the Company may seek a protective order or other appropriate remedy. If, in the absence of a protective order, Executive is nonetheless compelled to disclose Confidential Information, Executive may disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to obtain assurances that confidential treatment will be afforded to such information.

(d) Defend Trade Secrets Act Notice. In accordance with 18 U.S.C. § 1833(b), nothing in this Agreement or any other agreement between Executive and the Company shall prevent Executive from: (i) disclosing trade secrets in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; (ii) disclosing trade secrets in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that the trade secret is not publicly disclosed; or (iii) disclosing trade secrets to Executive's attorney in connection with a lawsuit for retaliation by the Company for reporting a suspected violation of law, provided that Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Section 6.3 — Non-Disparagement.

(a) Executive's Obligations. During the Term and at all times thereafter, Executive shall not, directly or indirectly, make any statement (whether oral, written, electronic, or otherwise) that disparages, criticizes, or defames the Company, Ardent Capital Partners III LP, Ardent Capital Management LLC, or any of their respective officers, directors, partners, members, employees, agents, or representatives, or that is intended to damage or does damage the reputation, goodwill, or business relationships of the foregoing.

(b) Company's Obligations. The Company shall instruct its officers and directors not to make any statement (whether oral, written, electronic, or otherwise) that disparages, criticizes, or defames Executive or that is intended to damage or does damage Executive's professional reputation or business relationships.

(c) Exceptions. The provisions of this Section 6.3 shall not restrict or prevent either Party from: (i) making truthful statements as required by applicable law, regulation, or legal process; (ii) making truthful statements in connection with the enforcement of this Agreement, the Non-Compete Agreement, or any other agreement between the Parties; or (iii) making truthful statements to a government or regulatory body in connection with a complaint, investigation, or proceeding.

Section 6.4 — Intellectual Property Assignment.

(a) Assignment. Executive agrees that all work product, inventions, discoveries, developments, improvements, processes, formulas, designs, techniques, computer programs, trade secrets, and other intellectual property (collectively, "Work Product") that Executive conceives, creates, develops, or reduces to practice, alone or jointly with others, during the Term and in the course of Executive's employment (or using the Company's resources, facilities, or Confidential Information) shall be the sole and exclusive property of the Company. Executive hereby irrevocably assigns, transfers, and conveys to the Company all of Executive's right, title, and interest in and to all such Work Product, including all intellectual property rights therein (including, without limitation, all patents, copyrights, trademarks, and trade secret rights). Executive shall promptly disclose all Work Product to the Company and shall execute all documents and take all actions reasonably requested by the Company to perfect, register, or enforce the Company's ownership of such Work Product.

(b) Moral Rights. To the extent permitted by applicable law, Executive hereby waives all moral rights in any Work Product assigned to the Company under this Section 6.4.

(c) Prior Inventions. Executive represents that there are no inventions, discoveries, or other intellectual property created by Executive prior to the Effective Date that relate to the Acquired Business and that Executive desires to exclude from the scope of this Section 6.4, other than as may be set forth on a schedule attached to the Non-Compete Agreement.

Section 6.5 — Return of Company Property. Upon the termination or expiration 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, all documents, files, records, correspondence, manuals, notebooks, data, programs, software, keys, access cards, credit cards, equipment (including laptop computers, tablets, and mobile devices), and all copies, summaries, or extracts of any Confidential Information, in whatever form or medium. Executive shall not retain any copies, reproductions, or excerpts of the foregoing. Executive shall, upon the Company's request, certify in writing that Executive has complied with the requirements of this Section 6.5.

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Executive's Representations and Warranties. Executive represents and warrants to the Company as follows:

(a) Executive has the full legal right, power, and authority to enter into and perform this Agreement, and the execution, delivery, and performance of this Agreement by Executive does not and will not conflict with, result in a breach of, or constitute a default under any agreement, contract, or arrangement to which Executive is a party or by which Executive is bound, other than the Acquisition Agreement, the Earnout Agreement, the Non-Compete Agreement, and related ancillary agreements entered into in connection with the transactions contemplated by the Acquisition Agreement.

(b) Executive has disclosed to the Company all material facts known to Executive relating to Executive's ability to serve as Chief Executive Officer of the Company, including, without limitation, any pending or threatened legal proceedings, regulatory investigations, or other matters that could reasonably be expected to materially impair Executive's ability to perform Executive's duties hereunder. In connection with the foregoing, Executive notes that the matter of Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847 (M.D. Tenn.) (the "Dawson Litigation"), is an excluded liability retained by CPI under the Acquisition Agreement, and Executive represents that the Dawson Litigation does not impose personal liability on Executive and will not materially impair Executive's ability to perform Executive's duties hereunder.

(c) Executive is not subject to any non-competition, non-solicitation, or other restrictive covenant that would prevent Executive from entering into this Agreement or performing Executive's duties hereunder, other than any covenants contained in the Non-Compete Agreement and the ancillary agreements entered into in connection with the Acquisition Agreement.

(d) All information provided by Executive to the Company in connection with Executive's employment, including information provided during the due diligence process related to the Acquisition Agreement, is true, correct, and complete in all material respects.

Section 7.2 — Company's Representations and Warranties. The Company 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 (Delaware File No. 7129384), with its registered agent at National Registered Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification.

(b) The Company has full corporate power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action, including approval by the Board of Directors of the Company.

(c) This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) The execution, delivery, and performance of this Agreement by the Company does not and will not conflict with, result in a breach of, or constitute a default under (i) the Company's certificate of incorporation or bylaws, (ii) any agreement, contract, or arrangement to which the Company is a party or by which the Company is bound, or (iii) any applicable law, rule, regulation, judgment, order, or decree.

ARTICLE VIII — INDEMNIFICATION AND INSURANCE

Section 8.1 — Indemnification.

(a) Scope of Indemnification. The Company shall indemnify, defend, and hold Executive harmless to the fullest extent permitted by applicable law (including, without limitation, Section 145 of the Delaware General Corporation Law, as amended from time to time, or any successor provision thereto) against all claims, liabilities, losses, damages, judgments, fines, penalties, amounts paid in settlement, and reasonable expenses (including attorneys' fees, expert witness fees, court costs, and other costs of investigation and litigation) (collectively, "Losses") arising out of or relating to Executive's service as an officer, director, employee, or agent of the Company or any of its Affiliates, or Executive's service in any capacity at the request of the Company as an officer, director, employee, member, manager, trustee, or agent of any other entity, in each case during the Term or with respect to events occurring during the Term. Such indemnification shall be provided subject to the standard exceptions applicable under Delaware law, including that no indemnification shall be provided with respect to Losses arising out of or relating to Executive's fraud, willful misconduct, or knowing violation of law.

(b) Advancement of Expenses. The Company shall advance to Executive all reasonable legal fees, costs, and expenses incurred by Executive in connection with any claim, action, suit, or proceeding for which indemnification may be available under this Section 8.1, upon receipt of an undertaking by or on behalf of Executive to repay such advances if it is ultimately determined by a final, non-appealable judgment of a court of competent jurisdiction that Executive is not entitled to indemnification hereunder or under applicable law. Such a

EMPLOYMENT AGREEMENT
by and between
ARDENT HEALTHCARE ACQUISITION CORP., a Delaware corporation
and
DR. RANDALL J. WHITFIELD, an individual resident of the State of Tennessee
Dated as of June 30, 2024
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of June 30, 2024 (the "Effective Date"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation (the "Company" or "Employer"), and Dr. Randall J. Whitfield, an individual resident of the State of Tennessee ("Executive"). The Company and Executive are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital Partners III" or the "Fund");
WHEREAS, the Company acquired substantially all of the assets of Cardinal Peak Industries, Inc., a Tennessee corporation ("CPI"), pursuant to that certain Asset Purchase Agreement dated as of April 2, 2024, by and between the Company and CPI (the "Acquisition Agreement");
WHEREAS, Executive was the Founder, Chairman, and Chief Executive Officer of CPI and was the holder of approximately fifty-two percent (52%) of the outstanding shares of common stock of CPI;
WHEREAS, Executive possesses unique knowledge, expertise, professional relationships, and industry experience critical to the continued success of the business acquired from CPI pursuant to the Acquisition Agreement (the "Acquired Business"), which operates thirty-seven (37) outpatient rehabilitation and behavioral health facilities across seven (7) states, specifically the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky;
WHEREAS, the Company desires to employ Executive as Chief Executive Officer of the Company, and Executive desires to accept such employment, upon the terms and subject to the conditions set forth herein;
WHEREAS, this Agreement is entered into in connection with and as a condition to the closing of the transactions contemplated by the Acquisition Agreement, and the Effective Date of this Agreement shall be the Closing Date (as defined in the Acquisition Agreement); and
WHEREAS, as a further condition to the closing, Executive has agreed to enter into a Non-Competition and Non-Solicitation Agreement of even date herewith with the Company (the "Non-Compete Agreement"), the terms of which are incorporated herein by reference.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement.
Section 1.1 — "Acquired Business" shall mean the business acquired by the Company from CPI pursuant to the Acquisition Agreement, including all assets, operations, facilities, contracts, intellectual property, permits, licenses, and goodwill conveyed to the Company thereunder, as further described in the Acquisition Agreement.
Section 1.2 — "Acquisition Agreement" shall mean that certain Asset Purchase Agreement dated as of April 2, 2024, by and between the Company and CPI, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
Section 1.3 — "Affiliate" shall mean, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" as applied to the Company shall include Ardent Capital Partners III LP, Ardent Capital Management LLC (the general partner and investment manager of the Fund), and their respective subsidiaries, portfolio companies, and controlled entities.
Section 1.4 — "Board" shall mean the Board of Directors of the Company, as constituted from time to time.
Section 1.5 — "Cause" shall have the meaning set forth in Section 5.1 of this Agreement.
Section 1.6 — "Change of Control" shall mean the occurrence of any of the following events: (a) the sale, transfer, or other disposition of all or substantially all of the assets of the Company to any Person or group of Persons (other than an Affiliate of the Company); (b) a merger, consolidation, recapitalization, or other similar transaction involving the Company, the result of which is that the holders of the equity interests of the Company immediately prior to such transaction hold less than fifty percent (50%) of the voting power of the surviving or resulting entity immediately following such transaction; (c) the sale, transfer, or other disposition by Ardent Capital Partners III LP (or its successors or assigns) of a majority of its direct or indirect equity interest in the Company to any Person or group of Persons that is not an Affiliate of Ardent Capital Partners III LP; or (d) any other event that constitutes a "Change of Control" (or similar defined term) under both the Acquisition Agreement and the Earnout Agreement. For the avoidance of doubt, an internal reorganization or restructuring among the Company, the Fund, and their respective Affiliates shall not constitute a Change of Control.
Section 1.7 — "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.
Section 1.8 — "Confidential Information" shall mean all non-public, proprietary, or confidential information and data relating to the Company, the Acquired Business, or their Affiliates, including but not limited to: (a) patient data, records, and information (subject to the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations ("HIPAA")); (b) proprietary clinical methodologies, treatment protocols, and outcomes data; (c) the PeakConnect patient-engagement software platform (United States Patent and Trademark Office Registration No. 5,412,887) and all related source code, documentation, algorithms, and technical specifications; (d) financial information, projections, budgets, pricing strategies, and cost data; (e) strategic plans, business plans, marketing plans, and growth initiatives; (f) payor contracts, reimbursement rates, and managed care relationships; (g) employee and independent contractor information, including compensation, performance, and personnel records; (h) trade secrets as defined under the Tennessee Uniform Trade Secrets Act (Tenn. Code Ann. § 47-25-1701 et seq.) and the federal Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.); (i) vendor, supplier, and referral source relationships and the terms thereof; and (j) any other information that derives independent economic value from not being generally known to, and not being readily ascertainable by proper means by, Persons who can obtain economic value from its disclosure or use. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of Executive's breach of this Agreement; (ii) was available to Executive on a non-confidential basis prior to its disclosure by the Company or its Affiliates; or (iii) becomes available to Executive on a non-confidential basis from a source other than the Company or its Affiliates, provided that such source is not known by Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Company or its Affiliates.
Section 1.9 — "Disability" shall mean Executive's inability to perform the essential functions of Executive's position, with or without reasonable accommodation, due to a physical or mental impairment, for a period of one hundred twenty (120) consecutive calendar days or for an aggregate of one hundred eighty (180) calendar days in any twelve (12)-month period, as determined by a licensed physician mutually agreed upon by the Company and Executive (or Executive's legal representative). If the Parties are unable to agree upon a physician, each Party shall select a physician, and the two physicians so selected shall select a third physician, whose determination shall be final and binding.
Section 1.10 — "Earnout Agreement" shall mean that certain Earnout Agreement dated as of June 30, 2024, by and among the Company, CPI, and the shareholders of CPI (including Executive), as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
Section 1.11 — "Good Reason" shall have the meaning set forth in Section 5.3 of this Agreement.
Section 1.12 — "Non-Compete Agreement" shall mean that certain Non-Competition and Non-Solicitation Agreement of even date herewith by and between Executive and the Company.
Section 1.13 — "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity or body.
Section 1.14 — "Term" shall mean the Employment Term as defined in Article II of this Agreement, including any renewal periods thereof.
ARTICLE II — EMPLOYMENT TERM
Section 2.1 — Initial Term. The Company hereby employs Executive, and Executive hereby accepts employment with the Company, for an initial term of three (3) years commencing on the Effective Date (June 30, 2024) and ending on June 30, 2027, unless earlier terminated in accordance with Article V of this Agreement (the "Initial Term").
Section 2.2 — Renewal. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. For the avoidance of doubt, a notice of non-renewal by the Company shall not constitute a termination without Cause for purposes of Section 5.2 of this Agreement, and a notice of non-renewal by Executive shall not constitute a resignation for Good Reason for purposes of Section 5.3 of this Agreement, unless the circumstances otherwise satisfy the applicable definitions set forth therein. The Initial Term and any Renewal Terms are collectively referred to herein as the "Employment Term" or "Term."
Section 2.3 — At-Will Nature During Renewal Terms. During any Renewal Term, Executive's employment shall continue to be subject to termination by either Party in accordance with the provisions of Article V of this Agreement. Nothing in this Section 2.3 shall be construed to alter the rights and obligations of either Party during the Initial Term, which shall be governed by the terms of this Agreement (including the termination provisions set forth in Article V) in their entirety.
ARTICLE III — POSITION, DUTIES, AND RESPONSIBILITIES
Section 3.1 — Title and Position. During the Term, Executive shall serve as the Chief Executive Officer of the Company, reporting directly to the Board of Directors of the Company. Executive shall have such authority, duties, and responsibilities as are customary for the chief executive officer of a company of similar size and scope, including, without limitation, those duties and responsibilities described in Section 3.2 below. In addition, Executive shall serve in such other officer and/or director positions with the Company and its Affiliates as the Board may reasonably request from time to time, without additional compensation therefor (unless otherwise agreed by the Parties in writing). The Board shall take all action within its authority to cause Executive to be elected or appointed to such positions and to be nominated for re-election or re-appointment, as applicable.
Section 3.2 — Duties. Executive shall have overall responsibility for the management, operations, and strategic direction of the Acquired Business, including, without limitation:
(a) setting and implementing the strategic direction and growth initiatives across all thirty-seven (37) clinic locations comprising the Acquired Business, including the identification and evaluation of new facility openings, tuck-in acquisitions, and geographic expansion opportunities;
(b) oversight and management of the approximately two thousand one hundred (2,100) employees of the Acquired Business, including approximately one thousand four hundred fifty (1,450) licensed clinicians (physical therapists, occupational therapists, speech-language pathologists, licensed clinical social workers, psychologists, and other licensed behavioral health professionals) and approximately six hundred fifty (650) administrative and support staff;
(c) management and maintenance of key payor relationships, including the relationship with SummitCare Health Plans, Inc. (which represents approximately twenty-two percent (22%) of the Acquired Business's net revenue) and Medicare and Medicaid programs (which together represent approximately thirty-one percent (31%) of the Acquired Business's net revenue), as well as the cultivation and negotiation of new managed care and commercial payor arrangements;
(d) collaboration with personnel designated by Ardent Capital Management LLC, including Priya Mehta-Sullivan (Partner, Head of Healthcare Investments) and Connor Briggs (Vice President, Healthcare Deal Team), in their respective capacities as board designees, investment oversight contacts, or otherwise, with respect to budgeting, financial reporting, capital allocation, strategic planning, and such other matters as may be reasonably requested by the Board;
(e) oversight of the PeakConnect patient-engagement software platform, including its continued development, deployment across clinic locations, and integration with clinical service delivery workflows and electronic health record systems;
(f) ensuring compliance with all applicable federal, state, and local laws and regulations governing the Acquired Business, including but not limited to HIPAA, the Anti-Kickback Statute (42 U.S.C. § 1320a-7b), the Stark Law (42 U.S.C. § 1395nn), state licensure requirements, and applicable professional practice standards; and
(g) such other duties and responsibilities as may be reasonably assigned by the Board from time to time, consistent with Executive's position and title.
Section 3.3 — Exclusivity / Best Efforts. During the Term, Executive shall devote substantially all of Executive's business time, attention, skill, and energy to the faithful performance of Executive's duties hereunder. Executive shall perform such duties diligently, competently, and in good faith, and shall use Executive's best efforts to promote the interests and welfare of the Company and the Acquired Business. Notwithstanding the foregoing, Executive may: (a) serve on up to two (2) boards of directors (or equivalent governing bodies) of entities that do not compete with the Company or the Acquired Business, subject to the prior written approval of the Board (which approval shall not be unreasonably withheld, conditioned, or delayed); (b) manage Executive's personal investments and financial affairs; and (c) participate in civic, charitable, educational, religious, and professional associations and activities, in each case so long as such activities do not individually or in the aggregate materially interfere with Executive's performance of Executive's duties hereunder or create a conflict of interest with the Company or the Acquired Business.
Section 3.4 — Principal Place of Employment. Executive's principal place of employment shall be the Company's headquarters, currently located at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215. Executive acknowledges that the performance of Executive's duties will require reasonable travel to the Company's various clinic locations and to the offices of Ardent Capital Management LLC in New York, New York, and to such other locations as may be necessary or appropriate in connection with Executive's duties. The Company shall not, without Executive's prior written consent, relocate Executive's principal place of employment to a location more than fifty (50) miles from the current headquarters in Nashville, Tennessee (subject to the Good Reason provisions of Section 5.3 of this Agreement).
ARTICLE IV — COMPENSATION AND BENEFITS
Section 4.1 — Base Salary. During the Term, the Company shall pay Executive an initial annual base salary of Seven Hundred Fifty Thousand Dollars ($750,000) (as may be adjusted from time to time in accordance with this Section 4.1, the "Base Salary"), payable in substantially equal installments in accordance with the Company's normal payroll practices as in effect from time to time (but not less frequently than semi-monthly). Executive's Base Salary shall be subject to annual review by the Board (or a compensation committee thereof, if established), commencing with the first anniversary of the Effective Date. Following such review, the Board may, in its sole discretion, increase Executive's Base Salary; provided, however, that Executive's Base Salary shall not be decreased below the then-current level without Executive's written consent, except as may otherwise constitute Good Reason under Section 5.3(b) of this Agreement. Any increase in Base Salary shall become the new "Base Salary" for all purposes of this Agreement.
Section 4.2 — Annual Performance Bonus.
(a) Target and Maximum Bonus. For each fiscal year of the Company during the Term, Executive shall be eligible to receive an annual performance bonus (the "Annual Performance Bonus" or "Bonus"). Executive's target Annual Performance Bonus shall be one hundred percent (100%) of Base Salary (i.e., Seven Hundred Fifty Thousand Dollars ($750,000) at the initial Base Salary level) (the "Target Bonus"), with a maximum Annual Performance Bonus of one hundred fifty percent (150%) of Base Salary (i.e., One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) at the initial Base Salary level).
(b) Performance Metrics. The Annual Performance Bonus shall be based upon Executive's achievement of performance metrics and goals established by the Board (or a compensation committee thereof) in consultation with Executive, which metrics and goals shall be established within the first sixty (60) days of each fiscal year (or, with respect to the first partial fiscal year, within thirty (30) days following the Effective Date). Such performance metrics may include, but are not limited to: (i) Adjusted EBITDA targets for the Acquired Business; (ii) revenue growth (organic and, if applicable, through acquisitions); (iii) clinic-level profitability and margin improvement; (iv) patient satisfaction scores and Net Promoter Score metrics; (v) regulatory compliance and quality metrics; (vi) employee retention and talent development objectives; and (vii) such other strategic, financial, or operational objectives as the Board deems appropriate.
(c) Pro-Ration for First Fiscal Year. The Annual Performance Bonus for the first partial fiscal year (July 1, 2024 through December 31, 2024) shall be pro-rated based on the number of days of Executive's employment during such period divided by three hundred sixty-five (365).
(d) Payment Timing. The Annual Performance Bonus, if any, shall be payable within thirty (30) days following delivery by the Company of audited financial statements for the applicable fiscal year, but in no event later than March 15 of the calendar year following the fiscal year to which such bonus relates. Executive must be employed by the Company on the date the Annual Performance Bonus is paid in order to receive such bonus, except as otherwise provided in Section 5.2, Section 5.3, Section 5.5, or Section 5.6 of this Agreement.
Section 4.3 — Earnout Participation.
(a) Acknowledgment of Earnout Rights. Executive acknowledges and the Company confirms that, as a former holder of approximately fifty-two percent (52%) of the outstanding shares of common stock of CPI, Executive is entitled to participate in the earnout payments payable under the Earnout Agreement dated as of June 30, 2024, by and among the Company, CPI, and the shareholders of CPI.
(b) Description of Earnout. The Earnout Agreement provides for contingent consideration of up to Forty-Five Million Dollars ($45,000,000) in the aggregate, payable in two tranches as follows:
(i) Tranche 1: Up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), determined based on the Adjusted EBITDA (as defined in the Earnout Agreement) of the Acquired Business for the twelve (12)-month period ending June 30, 2025. If Adjusted EBITDA for such period equals or exceeds Eighty-Five Million Dollars ($85,000,000), the full Tranche 1 amount shall be payable. If Adjusted EBITDA for such period equals or exceeds Eighty Million Dollars ($80,000,000) but is less than Eighty-Five Million Dollars ($85,000,000), a proportionate Tranche 1 amount shall be payable based on a linear ramp at a rate of Four Dollars and Fifty Cents ($4.50) for each One Dollar ($1.00) of Adjusted EBITDA in excess of Eighty Million Dollars ($80,000,000). No Tranche 1 payment shall be payable if Adjusted EBITDA for such period is less than Eighty Million Dollars ($80,000,000).
(ii) Tranche 2: Up to Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), determined based on the Adjusted EBITDA (as defined in the Earnout Agreement) of the Acquired Business for the twelve (12)-month period ending June 30, 2026. If Adjusted EBITDA for such period equals or exceeds Ninety-Five Million Dollars ($95,000,000), the full Tranche 2 amount shall be payable. If Adjusted EBITDA for such period equals or exceeds Ninety Million Dollars ($90,000,000) but is less than Ninety-Five Million Dollars ($95,000,000), a proportionate Tranche 2 amount shall be payable based on a linear ramp from the Ninety Million Dollar ($90,000,000) threshold. No Tranche 2 payment shall be payable if Adjusted EBITDA for such period is less than Ninety Million Dollars ($90,000,000).
(c) Executive's Share. Executive's share of any earnout payments made pursuant to the Earnout Agreement shall be fifty-two percent (52%) of the aggregate amount payable to CPI shareholders thereunder, consistent with Executive's pre-closing ownership percentage of CPI.
(d) Operational Covenants. The Company covenants and agrees that it shall operate the Acquired Business in good faith and in the ordinary course, consistent with past practice and in a manner consistent with the operational covenants set forth in the Earnout Agreement. Without limiting the generality of the foregoing, the Company shall not take any action with the primary purpose of reducing, delaying, or avoiding earnout payments. The Parties acknowledge and agree that the terms and conditions of the Earnout Agreement shall govern the calculation, verification, and payment of earnout amounts, and in the event of any conflict between this Section 4.3 and the Earnout Agreement with respect to the earnout, the terms of the Earnout Agreement shall control.
(e) Separation of Compensation Streams. Earnout payments payable to Executive under the Earnout Agreement are separate from and in addition to the Base Salary, Annual Performance Bonus, and all other compensation and benefits payable under this Agreement. The Company's obligation to pay earnout amounts under the Earnout Agreement shall not be offset, reduced, or otherwise affected by any amounts paid or payable under this Agreement, and vice versa.
Section 4.4 — Equity Participation. During the Term, Executive shall be eligible to participate in any management equity incentive plan, co-investment program, or profits interest arrangement established by Ardent Capital Partners III LP, Ardent Capital Management LLC, or the Company for senior management of the Company or of other portfolio companies of the Fund, subject to the terms, conditions, and vesting schedules thereof and the execution by Executive of applicable subscription agreements, grant agreements, or other definitive documentation as may be required. The Company shall use commercially reasonable efforts to make Executive aware of any such programs and to facilitate Executive's participation therein. Nothing in this Section 4.4 shall obligate the Company, the Fund, or Ardent Capital Management LLC to establish any such program or to grant Executive any specific award or allocation thereunder.
Section 4.5 — Employee Benefits. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, and arrangements maintained by the Company from time to time for the benefit of similarly situated senior executives, including, without limitation, group health insurance, dental insurance, vision insurance, group life insurance, short-term and long-term disability insurance, and any retirement savings plans (e.g., 401(k) plans), subject in each case to the eligibility requirements and other terms and conditions of such plans, programs, and arrangements as in effect from time to time. In addition, the Company shall provide Executive with coverage under the Company's directors and officers liability insurance policy, as further described in Article VIII of this Agreement. Nothing in this Agreement shall be construed to require the Company to establish or maintain any particular benefit plan, program, or arrangement, or to prevent the Company from amending, modifying, or terminating any such plan, program, or arrangement in accordance with its terms, applicable law, and the Company's overall benefits strategy; provided, however, that any such amendment, modification, or termination shall apply to Executive in a manner no less favorable than its application to other similarly situated senior executives.
Section 4.6 — Vacation / Paid Time Off. During the Term, Executive shall be entitled to four (4) weeks (twenty (20) business days) of paid vacation per calendar year, in addition to Company-observed holidays, to be taken at such times as are mutually convenient and consistent with Executive's duties and responsibilities. Vacation for any partial calendar year shall be pro-rated. Unused vacation days may be carried forward to the extent permitted by the Company's vacation policy as in effect from time to time, but in no event shall Executive accrue more than six (6) weeks of unused vacation at any time.
Section 4.7 — Business Expenses. The Company shall reimburse Executive for all reasonable and documented business expenses incurred by Executive in connection with the performance of Executive's duties hereunder, including travel, meals, lodging, and professional development expenses, in accordance with the Company's expense reimbursement policies as in effect from time to time. Executive shall submit expense reports and supporting documentation in a timely manner, and the Company shall process reimbursements within thirty (30) days following receipt of a properly documented expense report. All reimbursements under this Section 4.7 shall be made in accordance with the requirements of Section 409A of the Code, as set forth in Article IX of this Agreement.
Section 4.8 — Automobile Allowance. During the Term, the Company shall pay Executive a monthly automobile allowance of One Thousand Five Hundred Dollars ($1,500), payable in accordance with the Company's regular payroll practices. Such allowance shall be intended to cover Executive's costs associated with the use of a personal vehicle in connection with Executive's duties, including lease or purchase payments, insurance, maintenance, fuel, and related expenses. The automobile allowance shall be treated as taxable compensation and subject to applicable withholding.
ARTICLE V — TERMINATION OF EMPLOYMENT
Section 5.1 — 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) Executive's material breach of this Agreement or the Non-Compete Agreement that remains uncured for a period of thirty (30) days after written notice thereof from the Company specifying in reasonable detail the nature of such breach;
(ii) Executive's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, dishonesty, fraud, or breach of trust;
(iii) Executive's willful misconduct or gross negligence in the performance of Executive's duties hereunder, which misconduct or negligence has resulted in, or is reasonably likely to result in, material harm to the Company or the Acquired Business;
(iv) Executive's commission of fraud, embezzlement, or misappropriation of funds or property of the Company, the Acquired Business, or their Affiliates;
(v) Executive's willful and continued failure to follow the lawful and reasonable directives of the Board that are consistent with Executive's position and duties, after written notice from the Board specifying in reasonable detail the nature of such failure and a period of thirty (30) days to cure such failure; and
(vi) Executive's material violation of Company policies, including, without limitation, healthcare regulatory compliance policies, anti-harassment policies, or the Company's code of conduct, after written notice and a thirty (30)-day cure period (to the extent the violation is reasonably susceptible to cure).
For purposes of this definition, no act or failure to act on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without a reasonable belief that Executive's action or omission was in the best interests of the Company. The Company shall provide Executive with written notice of its intention to terminate Executive's employment for Cause, specifying in reasonable detail the grounds for such termination. Executive shall be afforded a reasonable opportunity to appear before the Board (with counsel, if Executive so elects) prior to such termination becoming effective.
(b) Payments Upon Termination for Cause. Upon a termination of Executive's employment by the Company for Cause, the Company shall pay Executive only the following (collectively, "Accrued Obligations"): (i) accrued and unpaid Base Salary through the date of termination, payable on the next regular payroll date; (ii) any accrued but unused vacation days, payable in accordance with Company policy and applicable law; and (iii) unreimbursed business expenses incurred prior to the date of termination in accordance with Section 4.7 and the Company's expense reimbursement policies, payable in accordance with such policies. For the avoidance of doubt, upon a termination for Cause, Executive shall not be entitled to receive any severance payments, any pro-rated Annual Performance Bonus for the year of termination, or any acceleration of earnout payments under the Earnout Agreement (it being understood that Executive's rights under the Earnout Agreement shall be governed solely by the terms thereof).
Section 5.2 — Termination by the Company Without Cause.
(a) Right to Terminate. The Company may terminate Executive's employment at any time without Cause upon not less than thirty (30) days' prior written notice to Executive (or, at the Company's election, payment of Base Salary in lieu of such notice period).
(b) Severance Benefits. Subject to Executive's timely execution and non-revocation of the Release (as defined in Section 5.7), upon a termination of Executive's employment by the Company without Cause (other than due to death or Disability, which are addressed in Section 5.5, and other than in connection with a Change of Control, which is addressed in Section 5.6), Executive shall be entitled to receive the following, in addition to the Accrued Obligations:
(i) Salary Continuation: Continuation of Executive's Base Salary (at the rate in effect as of the date of termination) for a period of eighteen (18) months following the date of termination, payable in accordance with the Company's regular payroll practices, commencing on the first regular payroll date following the effective date of the Release (with the first such payment to include any amounts that would have been payable had payment commenced on the date of termination);
(ii) Pro-Rated Bonus: A pro-rated Annual Performance Bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year (as determined by the Board following the completion of such fiscal year), pro-rated for the number of days Executive was employed during such fiscal year, payable at the same time as bonuses are paid to other senior executives of the Company for such fiscal year;
(iii) COBRA Continuation: If Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay or reimburse Executive for the employer portion of the monthly COBRA premiums for Executive and Executive's eligible dependents for a period of eighteen (18) months following the date of termination (or, if earlier, until Executive becomes eligible for comparable coverage under another employer's group health plan); provided that, if the Company's payment of COBRA premiums would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act, the Company shall instead pay Executive a taxable monthly amount equal to the applicable COBRA premium for the remainder of the applicable period.
(c) Earnout Rights. Executive's rights to receive earnout payments under the Earnout Agreement shall survive and continue to be payable in accordance with the terms of the Earnout Agreement, regardless of Executive's termination of employment without Cause. Nothing in this Agreement shall be construed to limit, reduce, or otherwise affect Executive's rights under the Earnout Agreement in the event of a termination without Cause.
Section 5.3 — Resignation by Executive for Good Reason.
(a) Definition of Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following without Executive's prior written consent:
(i) a material diminution in Executive's title, duties, responsibilities, or authority (including, without limitation, Executive's removal from the position of Chief Executive Officer), or a material adverse change in Executive's reporting relationship (including a requirement that Executive report to any Person other than the Board);
(ii) a reduction in Executive's Base Salary, other than an across-the-board reduction of not more than ten percent (10%) that applies equally to all senior executives of the Company;
(iii) the relocation of Executive's principal place of employment to a location more than fifty (50) miles from Nashville, Tennessee (excluding reasonable travel requirements);
(iv) a material breach by the Company of any provision of this Agreement (including, without limitation, any material failure to pay compensation or provide benefits as required hereunder); or
(v) the failure of the Company to obtain the express written assumption of this Agreement by any successor to the Company (whether by merger, consolidation, purchase of assets, or otherwise) as required by Section 11.6 of this Agreement.
(b) Good Reason Process. Executive's resignation shall not be treated as a resignation for Good Reason unless: (i) Executive provides written notice to the Company of the condition giving rise to Good Reason within sixty (60) days of the initial occurrence of such condition, specifying in reasonable detail the facts and circumstances constituting Good Reason; (ii) the Company fails to cure such condition within thirty (30) days following receipt of such written notice (the "Cure Period"); and (iii) Executive resigns from employment within thirty (30) days following the expiration of the Cure Period. If the Company cures the condition during the Cure Period, Executive shall have no right to resign for Good Reason with respect to such condition. The requirement that Executive provide notice and an opportunity to cure shall not apply if the Company has previously been notified of the same or substantially similar condition and failed to cure it.
(c) Severance Benefits. Upon a resignation by Executive for Good Reason (other than in connection with a Change of Control, which is addressed in Section 5.6), Executive shall be entitled to the same severance benefits as described in Section 5.2(b) of this Agreement (i.e., salary continuation for eighteen (18) months, a pro-rated Annual Performance Bonus, and COBRA continuation for eighteen (18) months), subject to Executive's timely execution and non-revocation of the Release. Executive's earnout rights under the Earnout Agreement shall survive in accordance with the terms thereof.
Section 5.4 — Resignation Without Good Reason.
(a) Right to Resign. Executive may resign from employment at any time without Good Reason upon not less than sixty (60) days' prior written notice to the Company. The Company may, in its sole discretion, waive all or any portion of such notice period and accelerate Executive's date of termination, in which case Executive shall be entitled to receive Base Salary through the effective date of such accelerated termination.
(b) Payments. Upon a resignation by Executive without Good Reason, Executive shall be entitled to receive only the Accrued Obligations. Executive shall not be entitled to any severance payments, any pro-rated Annual Performance Bonus for the year of termination, or any other compensation or benefits (other than the Accrued Obligations). Executive's rights to receive earnout payments under the Earnout Agreement shall survive and continue to be governed by the terms thereof.
Section 5.5 — Death or Disability.
(a) Termination. Executive's employment shall terminate automatically upon Executive's death and may be terminated by the Company upon Executive's Disability, in each case effective as of the date of death or, in the case of Disability, upon written notice from the Company to Executive (or Executive's legal representative).
(b) Payments and Benefits. Upon a termination of Executive's employment due to death or Disability, Executive (or Executive's estate, beneficiaries, or legal representative, as applicable) shall be entitled to receive:
(i) the Accrued Obligations;
(ii) a pro-rated Annual Performance Bonus for the fiscal year in which the termination occurs, based on actual performance for such fiscal year (as determined by the Board following the completion of such fiscal year), pro-rated for the number of days Executive was employed during such fiscal year, payable at the same time as bonuses are paid to other senior executives of the Company for such fiscal year; and
(iii) continuation of Executive's Base Salary (at the rate in effect as of the date of termination) for a period of twelve (12) months following the date of termination, payable in accordance with the Company's regular payroll practices (in the event of death, payable to Executive's estate or designated beneficiaries).
(c) Earnout Rights. Executive's (or Executive's estate's or beneficiaries') rights to receive earnout payments under the Earnout Agreement shall survive and continue to be payable in accordance with the terms of the Earnout Agreement.
(d) Insurance and Other Benefits. Nothing in this Section 5.5 shall limit Executive's (or Executive's beneficiaries') rights to receive benefits under any life insurance, disability insurance, or other employee benefit plans or programs maintained by the Company, which benefits shall be governed solely by the terms of the applicable plans or programs.
Section 5.6 — Termination in Connection with a Change of Control.
(a) Enhanced Severance. If Executive's employment is terminated by the Company without Cause, or if Executive resigns for Good Reason, in either case within twelve (12) months following the consummation of a Change of Control (a "Change of Control Termination"), then, in lieu of the severance benefits described in Section 5.2(b) or Section 5.3(c), as applicable, and subject to Executive's timely execution and non-revocation of the Release, Executive shall be entitled to receive the following:
(i) Lump-Sum Payment: A lump-sum cash payment equal to two (2) times the sum of (A) Executive's Base Salary (at the rate in effect immediately prior to the Change of Control or the date of termination, whichever is greater) plus (B) Executive's Target Bonus (i.e., at initial compensation levels, 2 × ($750,000 + $750,000) = $3,000,000), payable within sixty (60) days following the date of termination (but in no event earlier than the effective date of the Release);
(ii) COBRA Continuation: Company-paid COBRA continuation coverage for Executive and Executive's eligible dependents for a period of twenty-four (24) months following the date of termination (or, if earlier, until Executive becomes eligible for comparable coverage under another employer's group health plan), subject to the same terms and conditions as described in Section 5.2(b)(iii);
(iii) Accrued Obligations: Payment of all Accrued Obligations; and
(iv) Pro-Rated Bonus: A pro-rated Annual Performance Bonus for the fiscal year in which the termination occurs, calculated at the Target Bonus level (rather than based on actual performance), pro-rated for the number of days Executive was employed during such fiscal year, payable within sixty (60) days following the date of termination.
(b) Earnout Acceleration. Executive acknowledges that, pursuant to the terms of the Earnout Agreement, a Change of Control triggers the acceleration and payment of one hundred percent (100%) of the maximum remaining earnout consideration that has not yet been determined or paid, payable immediately upon the closing of the Change of Control transaction. Executive's rights with respect to such accelerated earnout payments shall be governed solely by the terms of the Earnout Agreement.
Section 5.7 — Release Requirement. Payment of any severance, enhanced severance, or other benefits described in Section 5.2(b), Section 5.3(c), Section 5.5(b)(ii), Section 5.5(b)(iii), or Section 5.6(a) (other than the Accrued Obligations, which shall be paid without regard to the execution of a release) shall be conditioned upon Executive's (or Executive's estate's or legal representative's) timely execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit A (the "Release"). The Release must be executed within twenty-one (21) days following the date of termination (or forty-five (45) days if the termination is in connection with a group termination or other circumstance requiring an extended consideration period under the Age Discrimination in Employment Act of 1967, as amended (the "ADEA")), and shall become effective upon the expiration of the seven (7)-day revocation period provided therein. If Executive fails to timely execute the Release or revokes the Release during the revocation period, Executive shall forfeit all rights to receive any severance or enhanced benefits under this Article V (other than the Accrued Obligations).
Section 5.8 — Section 280G / Parachute Payments.
(a) Best Net After-Tax. If any payments or benefits provided or to be provided to Executive under this Agreement or any other plan, program, agreement, or arrangement of the Company or its Affiliates (collectively, the "Total Payments") would constitute "parachute payments" within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (the "Safe Harbor Amount"), but only if the net after-tax benefit to Executive of receiving the Safe Harbor Amount (after taking into account all applicable federal, state, and local income taxes and employment taxes) would be greater than the net after-tax benefit to Executive of receiving the Total Payments without reduction (after taking into account the Excise Tax and all applicable federal, state, and local income taxes and employment taxes). If such reduction is required, the Total Payments shall be reduced in the following order: (i) first, any cash severance payments that are exempt from Section 409A of the Code; (ii) second, any other cash payments that are exempt from Section 409A of the Code; (iii) third, any benefits-in-kind; and (iv) fourth, any deferred compensation payments or benefits subject to Section 409A of the Code, in each case in reverse chronological order (i.e., the payment owed on the latest date being reduced first).
(b) No Gross-Up. The Company shall not be required to provide any tax gross-up payment with respect to the Excise Tax or any other taxes imposed in connection with the Total Payments. Executive shall be solely responsible for the payment of any Excise Tax, and the Company shall cooperate with Executive in good faith in determining whether any of the Total Payments constitute "parachute payments" and, if so, the amount of such payments.
(c) Determination. All determinations required to be made under this Section 5.8 shall be made by an independent nationally recognized accounting firm or compensation consulting firm selected by the Company and reasonably acceptable to Executive (the "Determination Firm"), whose determination shall be conclusive and binding upon the Company and Executive. The fees and expenses of the Determination Firm shall be borne solely by the Company.
ARTICLE VI — RESTRICTIVE COVENANTS
Section 6.1 — Non-Competition and Non-Solicitation Agreement. Executive acknowledges and agrees that Executive has entered into the Non-Competition and Non-Solicitation Agreement of even date herewith with the Company, which contains, among other things, a three (3)-year non-competition covenant and a three (3)-year non-solicitation covenant, in each case measured from the date of termination of Executive's employment (regardless of the reason for such termination), covering the States of Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky (collectively, the "Restricted Territory"). Executive further acknowledges that the Non-Compete Agreement was entered into as a condition to the closing of the transactions contemplated by the Acquisition Agreement and in consideration of the purchase price paid by the Company for the assets of CPI, which constitutes substantial and independent consideration for the restrictive covenants contained therein. The terms and conditions of the Non-Compete Agreement are incorporated herein by reference as if fully set forth herein and shall survive the termination or expiration of this Agreement in accordance with their respective terms.
Section 6.2 — Confidentiality.
(a) Non-Disclosure. Executive shall not, during the Term or at any time thereafter, directly or indirectly, disclose, publish, communicate, or use for Executive's own benefit or for the benefit of any third party any Confidential Information of the Company, the Acquired Business, or their Affiliates, except (i) as required in the good-faith performance of Executive's duties hereunder, (ii) as required by applicable law, regulation, or legal process (subject to the provisions of Section 6.2(c) below), or (iii) with the prior written consent of the Board.
(b) Scope of Obligations. The obligations set forth in this Section 6.2 shall survive the termination or expiration of this Agreement and Executive's employment indefinitely with respect to trade secrets (as defined under applicable federal and state law, including the Tennessee Uniform Trade Secrets Act and the Defend Trade Secrets Act of 2016) and for a period of three (3) years following the date of termination of Executive's employment with respect to all other Confidential Information.
(c) Compelled Disclosure. If Executive is required by applicable law, regulation, or legal process (including a subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Executive shall, to the extent legally permissible, provide the Company with prompt written notice of such requirement so that the Company may seek a protective order or other appropriate remedy. If, in the absence of a protective order, Executive is nonetheless compelled to disclose Confidential Information, Executive may disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to obtain assurances that confidential treatment will be afforded to such information.
(d) Defend Trade Secrets Act Notice. In accordance with 18 U.S.C. § 1833(b), nothing in this Agreement or any other agreement between Executive and the Company shall prevent Executive from: (i) disclosing trade secrets in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; (ii) disclosing trade secrets in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that the trade secret is not publicly disclosed; or (iii) disclosing trade secrets to Executive's attorney in connection with a lawsuit for retaliation by the Company for reporting a suspected violation of law, provided that Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.
Section 6.3 — Non-Disparagement.
(a) Executive's Obligations. During the Term and at all times thereafter, Executive shall not, directly or indirectly, make any statement (whether oral, written, electronic, or otherwise) that disparages, criticizes, or defames the Company, Ardent Capital Partners III LP, Ardent Capital Management LLC, or any of their respective officers, directors, partners, members, employees, agents, or representatives, or that is intended to damage or does damage the reputation, goodwill, or business relationships of the foregoing.
(b) Company's Obligations. The Company shall instruct its officers and directors not to make any statement (whether oral, written, electronic, or otherwise) that disparages, criticizes, or defames Executive or that is intended to damage or does damage Executive's professional reputation or business relationships.
(c) Exceptions. The provisions of this Section 6.3 shall not restrict or prevent either Party from: (i) making truthful statements as required by applicable law, regulation, or legal process; (ii) making truthful statements in connection with the enforcement of this Agreement, the Non-Compete Agreement, or any other agreement between the Parties; or (iii) making truthful statements to a government or regulatory body in connection with a complaint, investigation, or proceeding.
Section 6.4 — Intellectual Property Assignment.
(a) Assignment. Executive agrees that all work product, inventions, discoveries, developments, improvements, processes, formulas, designs, techniques, computer programs, trade secrets, and other intellectual property (collectively, "Work Product") that Executive conceives, creates, develops, or reduces to practice, alone or jointly with others, during the Term and in the course of Executive's employment (or using the Company's resources, facilities, or Confidential Information) shall be the sole and exclusive property of the Company. Executive hereby irrevocably assigns, transfers, and conveys to the Company all of Executive's right, title, and interest in and to all such Work Product, including all intellectual property rights therein (including, without limitation, all patents, copyrights, trademarks, and trade secret rights). Executive shall promptly disclose all Work Product to the Company and shall execute all documents and take all actions reasonably requested by the Company to perfect, register, or enforce the Company's ownership of such Work Product.
(b) Moral Rights. To the extent permitted by applicable law, Executive hereby waives all moral rights in any Work Product assigned to the Company under this Section 6.4.
(c) Prior Inventions. Executive represents that there are no inventions, discoveries, or other intellectual property created by Executive prior to the Effective Date that relate to the Acquired Business and that Executive desires to exclude from the scope of this Section 6.4, other than as may be set forth on a schedule attached to the Non-Compete Agreement.
Section 6.5 — Return of Company Property. Upon the termination or expiration 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, all documents, files, records, correspondence, manuals, notebooks, data, programs, software, keys, access cards, credit cards, equipment (including laptop computers, tablets, and mobile devices), and all copies, summaries, or extracts of any Confidential Information, in whatever form or medium. Executive shall not retain any copies, reproductions, or excerpts of the foregoing. Executive shall, upon the Company's request, certify in writing that Executive has complied with the requirements of this Section 6.5.
ARTICLE VII — REPRESENTATIONS AND WARRANTIES
Section 7.1 — Executive's Representations and Warranties. Executive represents and warrants to the Company as follows:
(a) Executive has the full legal right, power, and authority to enter into and perform this Agreement, and the execution, delivery, and performance of this Agreement by Executive does not and will not conflict with, result in a breach of, or constitute a default under any agreement, contract, or arrangement to which Executive is a party or by which Executive is bound, other than the Acquisition Agreement, the Earnout Agreement, the Non-Compete Agreement, and related ancillary agreements entered into in connection with the transactions contemplated by the Acquisition Agreement.
(b) Executive has disclosed to the Company all material facts known to Executive relating to Executive's ability to serve as Chief Executive Officer of the Company, including, without limitation, any pending or threatened legal proceedings, regulatory investigations, or other matters that could reasonably be expected to materially impair Executive's ability to perform Executive's duties hereunder. In connection with the foregoing, Executive notes that the matter of Dawson v. Cardinal Peak Industries, Inc., Case No. 3:23-cv-01847 (M.D. Tenn.) (the "Dawson Litigation"), is an excluded liability retained by CPI under the Acquisition Agreement, and Executive represents that the Dawson Litigation does not impose personal liability on Executive and will not materially impair Executive's ability to perform Executive's duties hereunder.
(c) Executive is not subject to any non-competition, non-solicitation, or other restrictive covenant that would prevent Executive from entering into this Agreement or performing Executive's duties hereunder, other than any covenants contained in the Non-Compete Agreement and the ancillary agreements entered into in connection with the Acquisition Agreement.
(d) All information provided by Executive to the Company in connection with Executive's employment, including information provided during the due diligence process related to the Acquisition Agreement, is true, correct, and complete in all material respects.
Section 7.2 — Company's Representations and Warranties. The Company 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 (Delaware File No. 7129384), with its registered agent at National Registered Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Company is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification.
(b) The Company has full corporate power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action, including approval by the Board of Directors of the Company.
(c) This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) The execution, delivery, and performance of this Agreement by the Company does not and will not conflict with, result in a breach of, or constitute a default under (i) the Company's certificate of incorporation or bylaws, (ii) any agreement, contract, or arrangement to which the Company is a party or by which the Company is bound, or (iii) any applicable law, rule, regulation, judgment, order, or decree.
ARTICLE VIII — INDEMNIFICATION AND INSURANCE
Section 8.1 — Indemnification.
(a) Scope of Indemnification. The Company shall indemnify, defend, and hold Executive harmless to the fullest extent permitted by applicable law (including, without limitation, Section 145 of the Delaware General Corporation Law, as amended from time to time, or any successor provision thereto) against all claims, liabilities, losses, damages, judgments, fines, penalties, amounts paid in settlement, and reasonable expenses (including attorneys' fees, expert witness fees, court costs, and other costs of investigation and litigation) (collectively, "Losses") arising out of or relating to Executive's service as an officer, director, employee, or agent of the Company or any of its Affiliates, or Executive's service in any capacity at the request of the Company as an officer, director, employee, member, manager, trustee, or agent of any other entity, in each case during the Term or with respect to events occurring during the Term. Such indemnification shall be provided subject to the standard exceptions applicable under Delaware law, including that no indemnification shall be provided with respect to Losses arising out of or relating to Executive's fraud, willful misconduct, or knowing violation of law.
(b) Advancement of Expenses. The Company shall advance to Executive all reasonable legal fees, costs, and expenses incurred by Executive in connection with any claim, action, suit, or proceeding for which indemnification may be available under this Section 8.1, upon receipt of an undertaking by or on behalf of Executive to repay such advances if it is ultimately determined by a final, non-appealable judgment of a court of competent jurisdiction that Executive is not entitled to indemnification hereunder or under applicable law. Such a

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