1001-00004 · Ardent Capital Partners · Rollover & Equity

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EMPLOYMENT AGREEMENT

LUMINEX SYSTEMS HOLDINGS INC. and ANNELISE GRUBER

Dated as of the Effective Time (as defined in the Agreement and Plan of Merger dated March 24, 2025)

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the Effective Time (as defined below), by and between Luminex Systems Holdings Inc., a Delaware corporation (the "Company"), with its principal offices located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, and Annelise Gruber, an individual currently residing in Glenrock Assurance, Switzerland (the "Executive"). The Company and Executive are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of March 24, 2025 (the "Merger Agreement"), among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Company, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), and in connection therewith the Company is the surviving corporation in the reverse triangular merger contemplated by the Merger Agreement;

WHEREAS, the Merger constitutes a change of control of the Company;

WHEREAS, Ardent Capital Partners III LP, a Delaware limited partnership ("Sponsor"), is the indirect parent of Parent and controls Parent through its ownership interests in Ardent Apex Holdings Inc.;

WHEREAS, prior to the Effective Time, Executive held approximately 4.2% of the fully diluted equity of the Company, representing 5,880,000 shares of common stock of the Company at a per share value of $20.00, with an aggregate value of $117,600,000;

WHEREAS, pursuant to that certain Rollover Agreement dated as of March 24, 2025 (the "Rollover Agreement"), by and among Executive, the Company, and Parent, Executive has elected to contribute and roll over 50% of her equity in the Company (with an aggregate value of $58,800,000) into equity interests in Parent and to receive cash merger consideration of $58,800,000 for the remaining 50% of her equity in the Company;

WHEREAS, Executive currently serves as Chief Financial Officer of Luminex Systems AG, a wholly owned subsidiary of the Company organized under the laws of Switzerland, and has served in such capacity since January 2021;

WHEREAS, the Company desires to continue to employ Executive as Chief Financial Officer of the Company and its consolidated subsidiaries following the Effective Time, and Executive desires to accept such employment with the Company, on the terms and subject to the conditions set forth herein; and

WHEREAS, each of the Parties acknowledges and agrees that the covenants and agreements contained herein are an essential inducement to the other Party to enter into this Agreement and to consummate the transactions contemplated hereby.

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

ARTICLE I — DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

"Affiliate" means, 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 the avoidance of doubt, the term "Affiliate" as used herein with respect to the Company includes Parent, Sponsor (Ardent Capital Partners III LP), and their respective direct and indirect subsidiaries and portfolio companies, in each case only to the extent the context so requires.

"Board" means the Board of Directors of the Company, as constituted from time to time following the Effective Time.

"Cause" has the meaning set forth in Section 5.2.

"Change of Control" has the meaning ascribed to such term in the Stockholders Agreement of Ardent Apex Holdings Inc. entered into at the Effective Time.

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any applicable state continuation coverage laws.

"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

"Confidential Information" has the meaning set forth in Section 7.1.

"Disability" means Executive's inability to perform the essential functions of her position, with or without reasonable accommodation, for a period of one hundred eighty (180) consecutive calendar days or for an aggregate of two hundred seventy (270) calendar days in any three hundred sixty-five (365) day period, as certified by a physician selected by the Company and reasonably acceptable to Executive (or her legal representative).

"Effective Time" has the meaning given to such term in the Merger Agreement.

"Good Reason" has the meaning set forth in Section 5.3.

"Management Equity Incentive Plan" means the Management Equity Incentive Plan of Ardent Apex Holdings Inc. adopted at or around the Effective Time, as the same may be amended, restated, or supplemented from time to time.

"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of March 24, 2025, by and among Parent, Merger Sub, and the Company, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Parent" means Ardent Apex Holdings Inc., a Delaware corporation.

"Person" means any natural person, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.

"Restricted Business" has the meaning set forth in Section 7.2.

"Restricted Period" has the meaning set forth in Section 7.2.

"Rollover Agreement" means that certain Rollover Agreement, dated as of March 24, 2025, by and among Executive, the Company, and Parent, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Sponsor" means Ardent Capital Partners III LP, a Delaware limited partnership, together with its general partner, affiliated funds, and their respective successors and assigns.

"Stockholders Agreement" means that certain Stockholders Agreement of Ardent Apex Holdings Inc. entered into at the Effective Time, by and among Sponsor, the management rollover participants (including Executive), Northvale Sovereign Holdings Ltd., Summit Ridge Capital Partners LP, and such other parties as may be signatories thereto from time to time, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Term" means the Employment Term as defined in Section 2.2.

ARTICLE II — EMPLOYMENT AND TERM

Section 2.1 — Position and Duties

(a) Employment. The Company hereby employs Executive, and Executive hereby accepts employment with the Company, as Chief Financial Officer of the Company and its consolidated subsidiaries, effective as of the Effective Time. In such capacity, Executive shall have the duties, responsibilities, and authority commensurate with the position of Chief Financial Officer of a company of similar size, scope, and complexity as the Company, including, without limitation, oversight and management of all financial reporting, treasury, tax, investor relations, financial planning and analysis, internal audit, and enterprise risk management functions of the Company and its consolidated subsidiaries.

(b) Reporting. Executive shall report directly to the Chief Executive Officer of the Company (currently Dr. Stefan Kessler) and, as applicable, to the Board. Executive shall also make herself available to present financial and operating reports to the Board, any committee thereof, and to the board of directors or equivalent governing body of Parent, as reasonably requested from time to time.

(c) Principal Place of Employment. Executive's principal place of employment shall be the Company's headquarters located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191; provided, however, that the Parties acknowledge and agree that Executive's role requires regular travel to the Company's Glenrock Assurance, Switzerland headquarters (located at Bahnhofstrasse 71, 8001 Zürich, Switzerland) and to the Company's other global offices, including but not limited to its offices in Munich, Germany; London, United Kingdom; and Singapore. Executive shall be expected to be present at the Reston, Virginia headquarters for a minimum of two (2) weeks per calendar month, with the balance of her time allocated to the Glenrock Assurance headquarters and other locations as the business needs of the Company may require.

(d) Devotion of Time. Executive shall devote substantially all of her business time, attention, skill, and efforts to the faithful performance of her duties and responsibilities hereunder and to the advancement of the business and interests of the Company and its Affiliates. Notwithstanding the foregoing, Executive may (i) manage her personal investments and financial affairs, (ii) engage in charitable, civic, and community activities, and (iii) serve on the boards of directors of up to two (2) entities that are not in competition with the Company or any of its Affiliates, in each case to the extent that such activities do not materially interfere with Executive's performance of her duties hereunder; provided, however, that service on any outside board of directors shall require the prior written consent of the Board, which consent shall not be unreasonably withheld, conditioned, or delayed.

Section 2.2 — Employment Term

(a) Initial Term. The initial term of Executive's employment under this Agreement shall commence on the Effective Time and shall continue for a period of three (3) years from the Effective Time (the "Initial Term"), unless earlier terminated in accordance with Article V.

(b) Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Period"), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (whether the Initial Term or any Renewal Period). The Initial Term and any Renewal Periods are collectively referred to herein as the "Term."

(c) At-Will Employment. Notwithstanding the foregoing provisions regarding the Term, Executive's employment hereunder shall be "at-will" in nature, meaning that either Party may terminate Executive's employment at any time, for any reason or no reason, subject to the provisions of Article V regarding the consequences of such termination, including, as applicable, the obligation of the Company to provide severance payments and benefits as set forth therein.

ARTICLE III — COMPENSATION

Section 3.1 — Base Salary

During the Term, the Company shall pay Executive an annual base salary of Six Hundred Fifty Thousand Dollars ($650,000) (the "Base Salary"), payable in substantially equal installments in accordance with the Company's regular payroll practices as in effect from time to time, but no less frequently than semi-monthly, subject to applicable tax withholding and deductions. The Base Salary shall be subject to annual review by the Board (or a compensation committee thereof) during the Term and may be increased from time to time in the sole discretion of the Board (or such committee); provided, however, that the Base Salary shall not be decreased below $650,000 without Executive's prior written consent. Any increase in Base Salary shall not reduce or limit any other obligation of the Company under this Agreement. As increased from time to time, the term "Base Salary" as used in this Agreement shall refer to the Base Salary as so increased.

Section 3.2 — Annual Bonus

(a) Target Bonus. With respect to each fiscal year of the Company during the Term, Executive shall be eligible to earn an annual performance bonus (the "Annual Bonus") with a target amount equal to 100% of Executive's Base Salary as in effect on the last day of such fiscal year (the "Target Bonus"), which, as of the Effective Time, is $650,000.

(b) Maximum Bonus. The maximum Annual Bonus that Executive may earn with respect to any fiscal year shall not exceed 200% of Executive's Base Salary as in effect on the last day of such fiscal year, which, as of the Effective Time, is $1,300,000.

(c) Performance Metrics. The Annual Bonus shall be determined based on the achievement of performance metrics and objectives established by the Board (or a compensation committee thereof) in consultation with Executive within the first ninety (90) days of each fiscal year during the Term. Such performance metrics may include, without limitation, targets relating to Adjusted EBITDA, revenue growth, annual recurring revenue ("ARR"), free cash flow generation, net revenue retention, strategic initiatives, and individual performance objectives, as determined by the Board in its reasonable discretion after consultation with Executive and the Chief Executive Officer.

(d) Pro-Ration. In the event that Executive's employment commences or terminates during a fiscal year (other than a termination for Cause or voluntary resignation without Good Reason), the Annual Bonus for such partial fiscal year shall be pro-rated based on the number of days during such fiscal year that Executive was employed by the Company, relative to the total number of days in such fiscal year.

(e) Payment Timing. The Annual Bonus, if any, earned by Executive with respect to a fiscal year shall be determined and paid to Executive within seventy-five (75) days following the end of the applicable fiscal year, subject to Executive's continued employment with the Company through the applicable payment date, except as otherwise expressly provided in Article V.

Section 3.3 — Equity Rollover

(a) Acknowledgment of Rollover. The Parties acknowledge and agree that, pursuant to the Rollover Agreement, Executive has contributed equity interests in the Company with an aggregate value of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) (the "Rollover Equity") to Parent in exchange for equity interests in Parent, representing a rollover of 50% of Executive's pre-Merger equity in the Company (which pre-Merger equity had an aggregate value of One Hundred Seventeen Million Six Hundred Thousand Dollars ($117,600,000), representing 5,880,000 shares of common stock of the Company at $20.00 per share).

(b) Terms of Rollover Equity. The Rollover Equity interests received by Executive in Parent are subject in all respects to the terms and conditions set forth in the Stockholders Agreement (including, without limitation, transfer restrictions, tag-along rights, drag-along rights, co-sale rights, and information rights), the Rollover Agreement, and any applicable provisions of the certificate of incorporation and bylaws of Parent. Nothing in this Agreement shall be deemed to modify, amend, or supersede any term or condition of the Rollover Agreement or the Stockholders Agreement with respect to the Rollover Equity.

(c) Cash Merger Consideration. Executive's cash-out portion of her pre-Merger equity, in the amount of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000), representing 50% of Executive's pre-Merger equity, was payable to Executive as merger consideration at the Effective Time through Atlas Shareholder Services Inc., acting as paying agent under the Merger Agreement, subject to the terms and conditions of the Merger Agreement and the letter of transmittal delivered by Executive in connection therewith.

Section 3.4 — Management Equity Incentive Plan

(a) Eligibility. Executive shall be eligible to participate in the Management Equity Incentive Plan of Ardent Apex Holdings Inc. adopted at or around the Effective Time (the "Plan"), on terms no less favorable than those made available to other senior executives of the Company, subject to the terms and conditions of the Plan and any award agreements entered into thereunder.

(b) Initial Grant. As soon as reasonably practicable following the Effective Time, Executive shall receive an initial grant of stock options, restricted equity units, or a combination thereof (the "Initial Equity Award") under the Plan, with a value, number of units or shares, exercise price (if applicable), and other terms to be determined by the Board (or a compensation committee thereof) in its discretion, subject to the terms of the Plan.

(c) Time-Based Vesting. The time-based portion of any equity awards granted to Executive under the Plan shall vest over a four (4) year period, with 25% of such time-based awards vesting on each of the first four (4) anniversaries of the applicable grant date, subject to Executive's continued employment with the Company through each applicable vesting date, except as otherwise provided in Article V of this Agreement or in the applicable award agreement.

(d) Performance-Based Vesting. To the extent that any equity awards granted to Executive under the Plan include a performance-based vesting component, such performance-based vesting shall be tied to Sponsor's return on invested capital, as further specified in the applicable award agreement and the Plan.

(e) Additional Terms. All equity awards granted to Executive under the Plan shall be subject to the terms and conditions of the Plan, the applicable award agreement, the Stockholders Agreement, and any other agreements governing such awards. In the event of any conflict between this Agreement and the terms of the Plan or any award agreement, the terms of the Plan or the applicable award agreement shall control with respect to the specific equity awards granted thereunder, except that the acceleration provisions set forth in Sections 5.4 and 5.6 of this Agreement shall govern and supersede any less favorable acceleration provisions in the Plan or any award agreement.

Section 3.5 — Employee Benefits

(a) Benefit Plans Generally. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, policies, and arrangements that the Company makes generally available to its senior executives from time to time, including, without limitation, medical, dental, vision, life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, and retirement plans (including any 401(k) plan with employer matching contributions), in each case subject to the terms, conditions, and eligibility requirements of such plans as in effect from time to time.

(b) Supplemental Executive Benefits. In addition to the benefit plans described in Section 3.5(a), Executive shall be entitled to the following supplemental executive benefits during the Term:

(i) Supplemental Long-Term Disability Insurance. The Company shall provide Executive with supplemental long-term disability insurance coverage that, together with any group long-term disability coverage, provides Executive with disability income replacement coverage of not less than 60% of Executive's Base Salary.

(ii) Executive Health Examination Program. Executive shall be entitled to participate in the Company's executive health examination program, which shall provide for a comprehensive annual physical examination at a facility and with a physician of Executive's choosing, with all associated costs (including travel to and from the examination) borne by the Company.

Section 3.6 — Vacation and Paid Time Off

During the Term, Executive shall be entitled to five (5) weeks (twenty-five (25) business days) of paid vacation per calendar year, in addition to all Company-recognized holidays, in accordance with the Company's vacation and paid time off policies as in effect from time to time. Unused vacation days shall be subject to the Company's vacation accrual and carry-over policies generally applicable to senior executives of the Company. For the avoidance of doubt, Executive's vacation entitlement shall be pro-rated for any partial calendar year during the Term.

Section 3.7 — Expense Reimbursement

(a) Business Expenses Generally. During the Term, the Company shall reimburse Executive for all reasonable and documented business expenses incurred by Executive in connection with the performance of her duties hereunder, in accordance with the Company's expense reimbursement policies and procedures as in effect from time to time. Such expenses shall include, without limitation, expenses associated with travel between the Company's Reston, Virginia headquarters and the Company's Glenrock Assurance, Switzerland headquarters, as well as travel to other Company offices and locations in connection with Company business.

(b) Air Travel. Executive shall be entitled to business class air travel for all international flights (i.e., flights crossing an ocean or requiring more than six (6) hours of flying time) undertaken in connection with her duties hereunder. Domestic air travel shall be in accordance with the Company's travel policy generally applicable to senior executives.

(c) Temporary Housing Allowance. The Company shall provide Executive with, or reimburse Executive for the cost of, temporary housing in the Reston, Virginia metropolitan area for a period of up to twelve (12) months following the Effective Time, in an amount not to exceed Fifteen Thousand Dollars ($15,000) per month (the "Temporary Housing Allowance"). The Temporary Housing Allowance shall be payable monthly in arrears upon submission of reasonable documentation of housing expenses. To the extent that the Temporary Housing Allowance constitutes taxable income to Executive, the Company shall not provide a tax gross-up with respect thereto, and Executive shall be solely responsible for all applicable taxes.

(d) Compliance with Section 409A. All reimbursements provided under this Section 3.7 shall be made in a manner consistent with Section 409A of the Code, including, without limitation, the requirements set forth in Section 6.2 of this Agreement.

Section 3.8 — Indemnification and D&O Insurance

(a) Indemnification. The Company shall indemnify, defend, and hold harmless Executive to the fullest extent permitted by applicable law, including but not limited to the Delaware General Corporation Law, and by the Company's certificate of incorporation and bylaws as in effect from time to time, against any and all costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by Executive in connection with any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) arising out of or related to Executive's service as an officer, director, employee, or agent of the Company or any of its Affiliates. The Company shall advance expenses to Executive in connection with any such proceeding to the fullest extent permitted by applicable law and the Company's certificate of incorporation and bylaws, subject to Executive's undertaking to repay such advances if it is ultimately determined that Executive is not entitled to indemnification.

(b) Directors' and Officers' Liability Insurance. During the Term and for a period of six (6) years following the termination of Executive's employment with the Company for any reason, the Company shall maintain directors' and officers' liability insurance ("D&O Insurance") covering Executive on terms and with coverage limits no less favorable than the D&O Insurance maintained by the Company as of the Effective Time. Without limiting the generality of the foregoing, the Company shall maintain the D&O tail policy placed with Palisade Mutual Insurance Co. (Policy No. PAL-DO-2025-11473), which provides a policy limit of $50,000,000 and a six (6) year tail period from the Effective Time. The Company shall not amend, modify, or cancel such D&O Insurance in any manner that would adversely affect Executive's rights or coverage thereunder without Executive's prior written consent.

(c) Indemnification Agreement. In addition to the foregoing, Executive and the Company shall enter into a separate Indemnification Agreement in the form customarily used by the Company for its senior officers and directors, which Indemnification Agreement shall provide for indemnification and advancement of expenses to the fullest extent permitted by law.

ARTICLE IV — REPRESENTATIONS AND COVENANTS OF EXECUTIVE

Section 4.1 — Authority; No Conflicts

Executive hereby represents and warrants to the Company that (a) Executive has the full legal capacity and authority to execute, deliver, and perform this Agreement, (b) the execution, delivery, and performance of this Agreement by Executive does not and will not conflict with, breach, violate, or cause a default under any contract, agreement, instrument, order, judgment, or decree to which Executive is a party or by which Executive is bound, and (c) Executive has not entered into, and will not enter into, any agreement or arrangement (whether written or oral) that would prevent Executive from complying fully with the terms and provisions of this Agreement.

Section 4.2 — No Prior Restrictions

Executive hereby represents and warrants to the Company that she is not subject to any non-competition, non-solicitation, confidentiality, or other restrictive covenant or agreement with any former employer, business associate, or other Person that would in any way prevent, restrict, limit, or otherwise impair Executive's ability to perform her duties and responsibilities under this Agreement or to comply fully with the terms and conditions hereof. Executive further represents that she has provided to the Company complete and accurate copies of all agreements to which she is a party that contain any restrictive covenants or similar provisions, if any.

Section 4.3 — Compliance with Policies

Executive agrees to comply at all times during the Term with all applicable policies, procedures, rules, codes of conduct, and guidelines of the Company and its Affiliates as in effect from time to time, including, without limitation, the Company's Code of Business Conduct and Ethics, insider trading policy, anti-corruption policy, and information security policies. Executive further agrees to comply with all applicable laws, rules, regulations, and orders of governmental authorities applicable to Executive's performance of duties hereunder, including, without limitation, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the Swiss Federal Act on Data Protection ("FADP"), and applicable data privacy laws of the United States and its constituent states.

ARTICLE V — TERMINATION

Section 5.1 — Termination Events

Executive's employment hereunder may be terminated during the Term by the occurrence of any of the following events:

(a) Death. Executive's employment shall terminate automatically upon the death of Executive.

(b) Disability. The Company may terminate Executive's employment upon Executive's Disability, by delivering written notice to Executive (or her legal representative) of the Company's intention to terminate Executive's employment for Disability, which termination shall be effective on the thirtieth (30th) day following Executive's receipt of such notice, unless Executive returns to full-time performance of her duties within such thirty (30) day period.

(c) Termination by the Company for Cause. The Company may terminate Executive's employment for Cause at any time by delivering written notice to Executive specifying in reasonable detail the facts and circumstances constituting Cause.

(d) Termination by the Company without Cause. The Company may terminate Executive's employment without Cause at any time by delivering written notice to Executive, with such termination to be effective on the date specified in such notice (which shall be no earlier than thirty (30) days following Executive's receipt of such notice, unless Executive agrees to an earlier effective date).

(e) Resignation by Executive for Good Reason. Executive may resign her employment for Good Reason in accordance with the procedures set forth in Section 5.3.

(f) Resignation by Executive without Good Reason. Executive may resign her employment without Good Reason at any time by delivering written notice to the Company, with such resignation to be effective on the date specified in such notice (which shall be no earlier than thirty (30) days following the Company's receipt of such notice, unless the Company agrees to an earlier effective date).

(g) Non-Renewal. Executive's employment shall terminate upon the expiration of the Term following delivery of a notice of non-renewal by either Party in accordance with Section 2.2(b).

Section 5.2 — 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 any material policy of the Company, which breach, if capable of cure, remains uncured for a period of thirty (30) days after written notice from the Company specifying the nature of such breach in reasonable detail;

(ii) Executive's willful misconduct or gross negligence in the performance of her duties hereunder, which willful misconduct or gross negligence is materially and demonstrably injurious to the Company or any of its Affiliates;

(iii) Executive's conviction of, or plea of guilty or nolo contendere to, (A) a felony under the laws of the United States or any state thereof or any comparable offense under the laws of any foreign jurisdiction, or (B) any crime involving fraud, dishonesty, or moral turpitude;

(iv) Executive's willful and continued failure to follow the lawful and reasonable directives of the Chief Executive Officer or the Board that are consistent with Executive's duties and responsibilities hereunder, which failure remains uncured for a period of thirty (30) days after written notice from the Company specifying the nature of such failure in reasonable detail;

(v) Executive's material breach of the restrictive covenants set forth in Article VII of this Agreement; or

(vi) Executive's fraud, embezzlement, or misappropriation of funds, assets, or property of the Company or any of its Affiliates.

For the avoidance of doubt, no act or failure to act by Executive shall be deemed "willful" if done, or omitted to be done, by Executive in good faith and with the reasonable belief that such act or omission was in the best interest of the Company. A termination for Cause shall not be effective until the Company has delivered to Executive a written notice of termination specifying the Cause event in reasonable detail and, with respect to any Cause event that is subject to a cure period under clauses (i) or (iv) above, Executive has failed to cure such Cause event within the applicable cure period.

Section 5.3 — Good Reason

For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without Executive's prior written consent:

(i) a material diminution in Executive's title, authority, duties, or responsibilities, including, without limitation, Executive's ceasing to serve as Chief Financial Officer of the Company and its consolidated subsidiaries (other than temporarily due to Executive's physical or mental incapacity), or the appointment of any other person to serve as Chief Financial Officer or in a substantially similar role;

(ii) a reduction in Executive's Base Salary below $650,000 (or, if the Base Salary has been increased, below such increased amount) or a reduction in Executive's target Annual Bonus opportunity below 100% of Base Salary;

(iii) a material breach by the Company of any material provision of this Agreement;

(iv) a relocation of Executive's principal place of employment to a location more than fifty (50) miles from Reston, Virginia (other than travel required in the ordinary course of Executive's duties as contemplated by Section 2.1(c)); or

(v) the failure of any successor to the Company (whether by merger, consolidation, sale of all or substantially all assets, or otherwise) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

Notwithstanding the foregoing, Executive may not resign for Good Reason unless (A) Executive provides the Company with written notice specifying in reasonable detail the facts and circumstances constituting Good Reason within sixty (60) days following the initial occurrence of the event giving rise to Good Reason, (B) the Company fails to cure such event within thirty (30) days following its receipt of such notice (the "Cure Period"), and (C) Executive actually resigns her employment within thirty (30) days following the expiration of the Cure Period (or, if earlier, the date on which the Company notifies Executive in writing that it does not intend to cure such event). If the Company cures the Good Reason event within the Cure Period to Executive's reasonable satisfaction, Executive's notice of termination for Good Reason shall be deemed withdrawn and of no further force or effect.

Section 5.4 — Severance upon Termination without Cause or for Good Reason

In the event that Executive's employment is terminated during the Term by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, then, subject to Section 5.4(f) below, Executive shall be entitled to receive the following payments and benefits:

(a) Accrued Obligations. The Company shall pay to Executive, within thirty (30) days following the date of termination (or such earlier date as may be required by applicable law), the following amounts (collectively, the "Accrued Obligations"):

(i) any earned but unpaid Base Salary through the date of termination;

(ii) any accrued but unused vacation pay through the date of termination, to the extent payable under the Company's vacation policy;

(iii) any unreimbursed business expenses incurred by Executive prior to the date of termination that are reimbursable in accordance with Section 3.7; and

(iv) any earned but unpaid Annual Bonus for the fiscal year immediately preceding the fiscal year in which the termination occurs, to the extent not previously paid, payable at the time such bonus would otherwise have been paid.

(b) Cash Severance. The Company shall pay to Executive a lump-sum cash severance payment in an amount equal to two (2) times the sum of (i) Executive's Base Salary (as in effect immediately prior to the termination or, if higher, immediately prior to any reduction that constituted Good Reason) plus (ii) Executive's Target Bonus (as in effect immediately prior to the termination), which, based on compensation levels as of the date hereof, equals Two Million Six Hundred Thousand Dollars ($2,600,000) (the "Cash Severance"). The Cash Severance shall be paid in a single lump-sum payment within sixty (60) days following the date of termination, subject to Section 6.2.

(c) Pro-Rata Bonus. The Company shall pay to Executive a pro-rata Annual Bonus for the fiscal year in which the termination occurs (the "Pro-Rata Bonus"), determined based on the Company's actual performance for such fiscal year as measured against the applicable performance metrics, and pro-rated based on the number of days during such fiscal year that Executive was employed by the Company, relative to the total number of days in such fiscal year. The Pro-Rata Bonus shall be payable at the same time as Annual Bonuses are paid to other senior executives of the Company for such fiscal year, but in no event later than seventy-five (75) days following the end of such fiscal year.

(d) COBRA Continuation. During the eighteen (18) month period immediately following the date of termination (or, if earlier, the date on which Executive becomes eligible for substantially comparable group health insurance coverage through a subsequent employer), the Company shall pay or reimburse Executive for the full cost of COBRA continuation coverage premiums for Executive and her eligible dependents under the Company's group health, dental, and vision plans in which Executive and her dependents were participating immediately prior to the date of termination (the "COBRA Benefit"). The COBRA Benefit shall be paid directly to the applicable plan administrator or insurer on Executive's behalf, or reimbursed to Executive within thirty (30) days following Executive's submission of documentation evidencing payment of such premiums. In the event that the Company's provision of the COBRA Benefit would violate the nondiscrimination rules applicable to the Company's group health plans under applicable law, the Company shall instead pay to Executive a monthly cash payment equal to the amount the Company would have paid for the COBRA Benefit for the remainder of the eighteen (18) month period, which payment shall be taxable to Executive.

(e) Equity Acceleration. Upon Executive's termination without Cause or resignation for Good Reason, all unvested time-based equity awards held by Executive under the Management Equity Incentive Plan (or any successor plan) that would have vested during the twelve (12) month period immediately following the date of termination shall become fully vested and exercisable (or non-forfeitable, as applicable) as of the date of termination. For the avoidance of doubt, this acceleration provision applies only to time-based vesting conditions and shall not accelerate any performance-based vesting conditions, which shall continue to be governed by the terms of the Plan and the applicable award agreements.

(f) Conditions to Severance. The payment of Cash Severance, the Pro-Rata Bonus, the COBRA Benefit, and the acceleration of equity awards described in this Section 5.4 (collectively, the "Severance Benefits") shall be conditioned upon (i) Executive's timely execution and non-revocation of a general release of claims in substantially the form attached hereto as Exhibit A (the "Release") within sixty (60) days following the date of termination, and (ii) Executive's continued compliance with the restrictive covenants set forth in Article VII of this Agreement. If Executive fails to execute and deliver the Release within such sixty (60) day period, or if Executive revokes the Release within the applicable revocation period, Executive shall not be entitled to any Severance Benefits and the Company's obligations under this Section 5.4 (other than the obligation to pay Accrued Obligations) shall terminate. For the avoidance of doubt, Executive's entitlement to the Accrued Obligations shall not be contingent upon execution of the Release.

Section 5.5 — Termination for Cause or Voluntary Resignation without Good Reason

In the event that Executive's employment is terminated by the Company for Cause or by Executive's voluntary resignation without Good Reason, Executive shall be entitled to receive only the Accrued Obligations as described in Section 5.4(a). Executive shall not be entitled to any Cash Severance, Pro-Rata Bonus (unless earned and vested as of the date of termination), COBRA Benefit, or acceleration of equity awards. All unvested equity awards held by Executive shall be forfeited and cancelled as of the date of termination, in accordance with the terms of the Plan and the applicable award agreements.

Section 5.6 — Death or Disability

In the event that Executive's employment is terminated due to Executive's death or Disability, Executive (or Executive's estate, beneficiaries, or legal representative, as applicable) shall be entitled to receive the following payments and benefits:

(a) Accrued Obligations. The Accrued Obligations as described in Section 5.4(a), payable at the times specified therein.

(b) Pro-Rata Bonus. A Pro-Rata Bonus for the fiscal year in which the termination occurs, determined based on the Company's actual performance for such fiscal year and pro-rated as described in Section 5.4(c), payable at the time specified therein.

(c) Base Salary Continuation. Twelve (12) months of Base Salary continuation, payable in substantially equal installments in accordance with the Company's regular payroll practices, commencing on the first regular payroll date following the date of termination (or, if applicable, following the expiration of the six-month delay period described in Section 6.2).

(d) Equity Acceleration. All unvested time-based equity awards held by Executive under the Management Equity Incentive Plan (or any successor plan) shall become fully vested and exercisable (or non-forfeitable, as applicable) as of the date of termination. For the avoidance of doubt, this acceleration provision applies to all outstanding time-based equity awards, regardless of the portion of the vesting period that has elapsed as of the date of termination.

The payments and benefits described in Sections 5.6(b), (c), and (d) shall be conditioned upon the timely execution and non-revocation of a Release by Executive (or Executive's estate or legal representative, as applicable) within sixty (60) days following the date of termination, to the extent permitted by applicable law.

Section 5.7 — Non-Renewal

(a) Non-Renewal by the Company. In the event that the Company delivers a notice of non-renewal pursuant to Section 2.2(b) and Executive's employment terminates upon the expiration of the then-current term, such termination shall be treated for all purposes of this Agreement as a termination by the Company without Cause, and Executive shall be entitled to the Severance Benefits as set forth in Section 5.4, subject to the conditions set forth therein.

(b) Non-Renewal by Executive. In the event that Executive delivers a notice of non-renewal pursuant to Section 2.2(b) and Executive's employment terminates upon the expiration of the then-current term, such termination shall be treated for all purposes of this Agreement as a voluntary resignation by Executive without Good Reason, and Executive shall be entitled only to the Accrued Obligations as set forth in Section 5.5.

Section 5.8 — Resignation of Positions

Upon the termination of Executive's employment for any reason, Executive shall be deemed to have automatically resigned, as of the date of such termination, from all positions, offices, directorships, and committee memberships that Executive holds with the Company and each of its Affiliates (including Parent and any Affiliate of Parent), unless otherwise agreed in writing by the Company and Executive. Executive shall execute any documents reasonably requested by the Company to evidence or effectuate such resignations.

ARTICLE VI — SECTION 280G AND SECTION 409A

Section 6.1 — Section 280G

(a) Cutback Provision. Notwithstanding anything to the contrary in this Agreement or any other agreement, plan, or arrangement, in the event that any payments or benefits provided or to be provided to Executive under this Agreement, together with any payments or benefits provided or to be provided to Executive under any other plan, agreement, or arrangement with the Company or its Affiliates (collectively, the "Total Payments"), would constitute "parachute payments" within the meaning of Section 280G of the Code, and the aggregate present value of such Total Payments would exceed the amount that may be paid to Executive without triggering the excise tax imposed by Section 4999 of the Code (the "Safe Harbor Amount"), then the Total Payments shall be reduced (but not below zero) to the extent necessary so that the aggregate present value of the Total Payments, as so reduced, equals the Safe Harbor Amount; provided, however, that such reduction shall be made only if and to the extent that such reduction would result in Executive retaining a greater net after-tax benefit (taking into account all applicable federal, state, and local income, employment, and excise taxes, including the excise tax imposed by Section 4999 of the Code) than Executive would retain if the Total Payments were not so reduced.

(b) Order of Reduction. In the event that a reduction of the Total Payments is required under Section 6.1(a), such reduction shall be made in the following order: (i) first, a reduction in cash severance payments under Section 5.4(b); (ii) second, a reduction in the acceleration of vesting of equity awards under Section 5.4(e); (iii) third, a reduction in any other benefits payable to Executive under this Agreement or otherwise. Within each category, amounts shall be reduced in the reverse chronological order in which they would otherwise have been paid or provided to Executive.

(c) No Gross-Up. The Company shall not provide Executive with any gross-up payment or other reimbursement for excise taxes imposed under Section 4999 of the Code. Executive shall be solely responsible for the payment of any such excise taxes.

(d) Determination. All determinations required to be made under this Section 6.1, including whether a reduction is required, the amount of any reduction, and the assumptions to be used in calculating the Safe Harbor Amount, shall be made by a nationally recognized certified public accounting firm designated by the Company and reasonably acceptable to Executive (the "Accounting Firm"). The Accounting Firm shall provide its determination and detailed supporting calculations to the Company and Executive within fifteen (15) business days after the date of termination or such other date as may be reasonably requested by the Company or Executive. The costs and expenses of the Accounting Firm shall be borne by the Company.

Section 6.2 — Section 409A Compliance

(a) Intent to Comply. This Agreement is intended to comply with, or to be exempt from, the requirements of Section 409A of the Code ("Section 409A"), and the provisions hereof shall be construed and interpreted in a manner consistent with such intent. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, such provision shall be read in a manner that is consistent with compliance therewith, and the Parties agree to cooperate in good faith to amend this Agreement as necessary to comply with Section 409A while preserving the intended economic benefits to Executive hereunder.

(b) Specified Employee Delay. Notwithstanding anything to the contrary in this Agreement, in the event that Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of Executive's separation from service (as defined in Section 409A), any payments or benefits that constitute "nonqualified deferred compensation" within the meaning of Section 409A and that are payable on account of Executive's separation from service shall not be paid or provided until the first business day following the six (6) month anniversary of Executive's separation from service (or, if earlier, Executive's death) (the "Delayed Payment Date"). On the Delayed Payment Date, all payments that were delayed pursuant to this Section 6.2(b) shall be paid to Executive in a single lump sum, together with interest thereon at the applicable federal rate (as determined under Section 7872(f)(2)(A) of the Code) as of the date of Executive's separation from service for the period of the delay.

(c) Separate Payments. For purposes of Section 409A, each installment payment and each separately identified amount payable under this Agreement shall be treated as a separate payment within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii).

(d) Reimbursements. All reimbursements and in-kind benefits provided under this Agreement shall be provided in a manner that is consistent with the requirements of Section 409A, including the following: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during any calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year; (ii) all reimbursements shall be made no later than the last day of the calendar year following the calendar year in which the expense was incurred, or, if earlier, March 15 of the year following the year in which the right to reimbursement is no longer subject to a substantial risk of forfeiture; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

(e) Termination of Employment. For purposes of this Agreement, any reference to Executive's "termination of employment," "date of termination," or any similar term shall mean Executive's "separation from service" within the meaning of Section 409A.

ARTICLE VII — RESTRICTIVE COVENANTS

Section 7.1 — Confidentiality

(a) Non-Disclosure. During Executive's employment and at all times thereafter, regardless of the reason for or circumstances of Executive's termination of employment, Executive shall not, directly or indirectly, disclose, publish, communicate, or use for Executive's own benefit or the benefit of any other Person, any Confidential Information of the Company or any of its Affiliates, except as required in the faithful performance of Executive's duties hereunder or as otherwise expressly permitted by this Section 7.1.

(b) Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" means all non-public, confidential, or proprietary information of or relating to the Company or any of its Affiliates, whether in written, oral, electronic, or other form, including, without limitation:

(i) trade secrets, inventions, discoveries, know-how, processes, formulae, algorithms, source code, object code, software architecture, and technical data;

(ii) business plans, strategic plans, financial information, projections, budgets, pricing information, and cost data;

(iii) customer and prospective customer lists, customer contracts, customer data, and customer relationship information;

(iv) vendor and supplier lists, vendor contracts, and procurement strategies;

(v) product roadmaps, development plans, and technology strategies, including, without limitation, all information relating to the "Luminex One" platform;

(vi) marketing plans, sales strategies, and competitive analyses;

(vii) personnel information, compensation data, and organizational structures;

(viii) information regarding mergers, acquisitions, divestitures, and other strategic transactions; and

(ix) any other information that the Company or any of its Affiliates treats as confidential or proprietary, or that would reasonably be understood to be confidential or proprietary.

(c) Exceptions. The restrictions set forth in this Section 7.1 shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a disclosure by Executive in breach of this Agreement; (ii) was known to Executive prior to its disclosure by the Company or any of its Affiliates, as demonstrated by Executive's contemporaneous written records; (iii) is received by Executive on a non-confidential basis from a third party that is not, to Executive's knowledge, bound by any obligation of confidentiality with respect to such information; or (iv) is required to be disclosed by applicable law, regulation, or legal process (including any subpoena, civil investigative demand, or similar process), provided that Executive shall give the Company prompt written notice of such requirement (to the extent legally permitted) and shall cooperate with the Company, at the Company's expense, in any efforts to seek a protective order or other limitation on the scope of such required disclosure. In addition, Executive may disclose Confidential Information to her personal legal or tax advisors, provided that such advisors are subject to a duty of confidentiality with respect to such information.

(d) Return of Property. Upon the termination of Executive's employment for any reason, or at any time upon the Company's request, Executive shall promptly return to the Company all documents, files, records, data, equipment, and other property of the Company and its Affiliates in Executive's possession or control, including all copies thereof in any medium or format, and Executive shall certify in writing to the Company that all such materials have been returned.

Section 7.2 — Non-Competition

(a) Non-Competition Covenant. During Executive's employment and for a period of twenty-four (24) months following the date of termination for any reason (the "Restricted Period"), Executive shall not, directly or indirectly, whether as an employee, consultant, advisor, independent contractor, officer, director, partner, member, owner, investor, principal, agent, or in any other capacity, engage in, own, manage, operate, finance, join, control, or participate in the ownership, management, operation, or control of any business or enterprise that competes with the business of the Company or any of its Affiliates in the enterprise resource planning, procurement automation, or supply-chain analytics software-as-a-service markets (the "Restricted Business") in any geographic area in which the Company or any of its Affiliates conducts material business operations as of the date of termination, including, without limitation, the DACH region (Germany, Austria, and Switzerland), North America (United States and Canada), the United Kingdom and the Nordic countries, and the Asia-Pacific region (including Singapore, Japan, and Australia).

(b) Exceptions. Notwithstanding the foregoing, nothing in this Section 7.2 shall prohibit Executive from owning, directly or indirectly, up to 2% of the outstanding securities of any class of any entity that is publicly traded on a national securities exchange or over-the-counter market, so long as Executive does not have any active participation in the management, operations, or business of such entity.

Section 7.3 — Non-Solicitation of Employees

During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, (a) solicit, recruit, or hire (or attempt to solicit, recruit, or hire) any individual who is, or was at any time during the six (6) month period immediately preceding such solicitation, an employee of the Company or any of its Affiliates, or (b) encourage, induce, or attempt to encourage or induce any employee of the Company or any of its Affiliates to leave employment with the Company or such Affiliate. Notwithstanding the foregoing, this Section 7.3 shall not prohibit (i) general advertisements or solicitations of employment that are not specifically directed at employees of the Company or its Affiliates, (ii) the hiring of any individual who responds to such general advertisements or solicitations without any direct or indirect solicitation by or on behalf of Executive, or (iii) any action taken with respect to an individual whose employment with the Company or its Affiliates was terminated by the Company or such Affiliate prior to the commencement of such solicitation.

Section 7.4 — Non-Solicitation of Customers and Business Partners

During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, divert, or take away (or attempt to solicit, divert, or take away) the business or patronage of any customer, client, vendor, supplier, or business partner of the Company or any of its Affiliates with whom Executive had material contact or about whom Executive received or had access to Confidential Information during the last twenty-four (24) months of Executive's employment with the Company, for the purpose of providing or selling products or services that are competitive with the Restricted Business.

Section 7.5 — Non-Disparagement

(a) Executive's Non-Disparagement. Executive agrees that, during the Term and at all times thereafter, she shall not make, publish, or communicate, or cause to be made, published, or communicated, any statements that are disparaging, defamatory, or damaging to the reputation or goodwill of the Company, any of its Affiliates, Sponsor, or their respective current or former officers, directors, employees, agents, or representatives.

(b) Company's Non-Disparagement. The Company agrees that it shall instruct its senior officers and members of the Board not to make, publish, or communicate any statements that are disparaging, defamatory, or damaging to the reputation or goodwill of Executive.

(c) Exceptions. Nothing in this Section 7.5 shall prohibit either Party from (i) making truthful statements in response to legal process, subpoena, or governmental investigation, (ii) making truthful statements in any legal proceeding between the Parties, (iii) making truthful statements to governmental authorities in connection with the reporting or investigation of suspected violations of law, or (iv) making truthful statements necessary to enforce the rights of such Party under this Agreement or any other agreement between the Parties.

Section 7.6 — Enforcement and Remedies

(a) Irreparable Harm. Executive acknowledges and agrees that (i) the restrictive covenants contained in this Article VII are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, (ii) the Company would be irreparably harmed by any breach or threatened breach of such restrictive covenants, and (iii) monetary damages alone would not be an adequate remedy for any such breach or threatened breach.

(b) Injunctive Relief. In the event of any breach or threatened breach of the restrictive covenants set forth in this Article VII, the Company shall be entitled to seek and obtain, in addition to any other remedies available to it at law or in equity, temporary, preliminary, and permanent injunctive relief and specific performance, without the necessity of proving actual damages or posting a bond or other security. The seeking or obtaining of such equitable relief shall not preclude the Company from pursuing any other remedies available to it, including, without limitation, the recovery of monetary damages.

(c) Judicial Modification. If any court of competent jurisdiction or arbitrator determines that any restrictive covenant contained in this Article VII is unenforceable because the duration, geographic scope, or scope of restricted activities is overbroad, such court or arbitrator shall have the authority to reform such covenant to the maximum extent enforceable under applicable law, and such covenant shall be enforced as so reformed.

(d) Tolling. In the event that Executive breaches any of the restrictive covenants set forth in Sections 7.2, 7.3, or 7.4, the duration of the Restricted Period with respect to such covenant shall be tolled during the period of such violation, so that the Company is afforded the full benefit of the agreed-upon duration of the Restricted Period.

Section 7.7 — Defend Trade Secrets Act Notice

Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), Executive is hereby notified that Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made un

EMPLOYMENT AGREEMENT
LUMINEX SYSTEMS HOLDINGS INC. and ANNELISE GRUBER
Dated as of the Effective Time (as defined in the Agreement and Plan of Merger dated March 24, 2025)
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the Effective Time (as defined below), by and between Luminex Systems Holdings Inc., a Delaware corporation (the "Company"), with its principal offices located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, and Annelise Gruber, an individual currently residing in Glenrock Assurance, Switzerland (the "Executive"). The Company and Executive are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of March 24, 2025 (the "Merger Agreement"), among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Company, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger"), and in connection therewith the Company is the surviving corporation in the reverse triangular merger contemplated by the Merger Agreement;
WHEREAS, the Merger constitutes a change of control of the Company;
WHEREAS, Ardent Capital Partners III LP, a Delaware limited partnership ("Sponsor"), is the indirect parent of Parent and controls Parent through its ownership interests in Ardent Apex Holdings Inc.;
WHEREAS, prior to the Effective Time, Executive held approximately 4.2% of the fully diluted equity of the Company, representing 5,880,000 shares of common stock of the Company at a per share value of $20.00, with an aggregate value of $117,600,000;
WHEREAS, pursuant to that certain Rollover Agreement dated as of March 24, 2025 (the "Rollover Agreement"), by and among Executive, the Company, and Parent, Executive has elected to contribute and roll over 50% of her equity in the Company (with an aggregate value of $58,800,000) into equity interests in Parent and to receive cash merger consideration of $58,800,000 for the remaining 50% of her equity in the Company;
WHEREAS, Executive currently serves as Chief Financial Officer of Luminex Systems AG, a wholly owned subsidiary of the Company organized under the laws of Switzerland, and has served in such capacity since January 2021;
WHEREAS, the Company desires to continue to employ Executive as Chief Financial Officer of the Company and its consolidated subsidiaries following the Effective Time, and Executive desires to accept such employment with the Company, on the terms and subject to the conditions set forth herein; and
WHEREAS, each of the Parties acknowledges and agrees that the covenants and agreements contained herein are an essential inducement to the other Party to enter into this Agreement and to consummate the transactions contemplated hereby.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
"Affiliate" means, 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 the avoidance of doubt, the term "Affiliate" as used herein with respect to the Company includes Parent, Sponsor (Ardent Capital Partners III LP), and their respective direct and indirect subsidiaries and portfolio companies, in each case only to the extent the context so requires.
"Board" means the Board of Directors of the Company, as constituted from time to time following the Effective Time.
"Cause" has the meaning set forth in Section 5.2.
"Change of Control" has the meaning ascribed to such term in the Stockholders Agreement of Ardent Apex Holdings Inc. entered into at the Effective Time.
"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any applicable state continuation coverage laws.
"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
"Confidential Information" has the meaning set forth in Section 7.1.
"Disability" means Executive's inability to perform the essential functions of her position, with or without reasonable accommodation, for a period of one hundred eighty (180) consecutive calendar days or for an aggregate of two hundred seventy (270) calendar days in any three hundred sixty-five (365) day period, as certified by a physician selected by the Company and reasonably acceptable to Executive (or her legal representative).
"Effective Time" has the meaning given to such term in the Merger Agreement.
"Good Reason" has the meaning set forth in Section 5.3.
"Management Equity Incentive Plan" means the Management Equity Incentive Plan of Ardent Apex Holdings Inc. adopted at or around the Effective Time, as the same may be amended, restated, or supplemented from time to time.
"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of March 24, 2025, by and among Parent, Merger Sub, and the Company, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Parent" means Ardent Apex Holdings Inc., a Delaware corporation.
"Person" means any natural person, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.
"Restricted Business" has the meaning set forth in Section 7.2.
"Restricted Period" has the meaning set forth in Section 7.2.
"Rollover Agreement" means that certain Rollover Agreement, dated as of March 24, 2025, by and among Executive, the Company, and Parent, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Sponsor" means Ardent Capital Partners III LP, a Delaware limited partnership, together with its general partner, affiliated funds, and their respective successors and assigns.
"Stockholders Agreement" means that certain Stockholders Agreement of Ardent Apex Holdings Inc. entered into at the Effective Time, by and among Sponsor, the management rollover participants (including Executive), Northvale Sovereign Holdings Ltd., Summit Ridge Capital Partners LP, and such other parties as may be signatories thereto from time to time, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Term" means the Employment Term as defined in Section 2.2.
ARTICLE II — EMPLOYMENT AND TERM
Section 2.1 — Position and Duties
(a) Employment. The Company hereby employs Executive, and Executive hereby accepts employment with the Company, as Chief Financial Officer of the Company and its consolidated subsidiaries, effective as of the Effective Time. In such capacity, Executive shall have the duties, responsibilities, and authority commensurate with the position of Chief Financial Officer of a company of similar size, scope, and complexity as the Company, including, without limitation, oversight and management of all financial reporting, treasury, tax, investor relations, financial planning and analysis, internal audit, and enterprise risk management functions of the Company and its consolidated subsidiaries.
(b) Reporting. Executive shall report directly to the Chief Executive Officer of the Company (currently Dr. Stefan Kessler) and, as applicable, to the Board. Executive shall also make herself available to present financial and operating reports to the Board, any committee thereof, and to the board of directors or equivalent governing body of Parent, as reasonably requested from time to time.
(c) Principal Place of Employment. Executive's principal place of employment shall be the Company's headquarters located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191; provided, however, that the Parties acknowledge and agree that Executive's role requires regular travel to the Company's Glenrock Assurance, Switzerland headquarters (located at Bahnhofstrasse 71, 8001 Zürich, Switzerland) and to the Company's other global offices, including but not limited to its offices in Munich, Germany; London, United Kingdom; and Singapore. Executive shall be expected to be present at the Reston, Virginia headquarters for a minimum of two (2) weeks per calendar month, with the balance of her time allocated to the Glenrock Assurance headquarters and other locations as the business needs of the Company may require.
(d) Devotion of Time. Executive shall devote substantially all of her business time, attention, skill, and efforts to the faithful performance of her duties and responsibilities hereunder and to the advancement of the business and interests of the Company and its Affiliates. Notwithstanding the foregoing, Executive may (i) manage her personal investments and financial affairs, (ii) engage in charitable, civic, and community activities, and (iii) serve on the boards of directors of up to two (2) entities that are not in competition with the Company or any of its Affiliates, in each case to the extent that such activities do not materially interfere with Executive's performance of her duties hereunder; provided, however, that service on any outside board of directors shall require the prior written consent of the Board, which consent shall not be unreasonably withheld, conditioned, or delayed.
Section 2.2 — Employment Term
(a) Initial Term. The initial term of Executive's employment under this Agreement shall commence on the Effective Time and shall continue for a period of three (3) years from the Effective Time (the "Initial Term"), unless earlier terminated in accordance with Article V.
(b) Automatic Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Period"), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (whether the Initial Term or any Renewal Period). The Initial Term and any Renewal Periods are collectively referred to herein as the "Term."
(c) At-Will Employment. Notwithstanding the foregoing provisions regarding the Term, Executive's employment hereunder shall be "at-will" in nature, meaning that either Party may terminate Executive's employment at any time, for any reason or no reason, subject to the provisions of Article V regarding the consequences of such termination, including, as applicable, the obligation of the Company to provide severance payments and benefits as set forth therein.
ARTICLE III — COMPENSATION
Section 3.1 — Base Salary
During the Term, the Company shall pay Executive an annual base salary of Six Hundred Fifty Thousand Dollars ($650,000) (the "Base Salary"), payable in substantially equal installments in accordance with the Company's regular payroll practices as in effect from time to time, but no less frequently than semi-monthly, subject to applicable tax withholding and deductions. The Base Salary shall be subject to annual review by the Board (or a compensation committee thereof) during the Term and may be increased from time to time in the sole discretion of the Board (or such committee); provided, however, that the Base Salary shall not be decreased below $650,000 without Executive's prior written consent. Any increase in Base Salary shall not reduce or limit any other obligation of the Company under this Agreement. As increased from time to time, the term "Base Salary" as used in this Agreement shall refer to the Base Salary as so increased.
Section 3.2 — Annual Bonus
(a) Target Bonus. With respect to each fiscal year of the Company during the Term, Executive shall be eligible to earn an annual performance bonus (the "Annual Bonus") with a target amount equal to 100% of Executive's Base Salary as in effect on the last day of such fiscal year (the "Target Bonus"), which, as of the Effective Time, is $650,000.
(b) Maximum Bonus. The maximum Annual Bonus that Executive may earn with respect to any fiscal year shall not exceed 200% of Executive's Base Salary as in effect on the last day of such fiscal year, which, as of the Effective Time, is $1,300,000.
(c) Performance Metrics. The Annual Bonus shall be determined based on the achievement of performance metrics and objectives established by the Board (or a compensation committee thereof) in consultation with Executive within the first ninety (90) days of each fiscal year during the Term. Such performance metrics may include, without limitation, targets relating to Adjusted EBITDA, revenue growth, annual recurring revenue ("ARR"), free cash flow generation, net revenue retention, strategic initiatives, and individual performance objectives, as determined by the Board in its reasonable discretion after consultation with Executive and the Chief Executive Officer.
(d) Pro-Ration. In the event that Executive's employment commences or terminates during a fiscal year (other than a termination for Cause or voluntary resignation without Good Reason), the Annual Bonus for such partial fiscal year shall be pro-rated based on the number of days during such fiscal year that Executive was employed by the Company, relative to the total number of days in such fiscal year.
(e) Payment Timing. The Annual Bonus, if any, earned by Executive with respect to a fiscal year shall be determined and paid to Executive within seventy-five (75) days following the end of the applicable fiscal year, subject to Executive's continued employment with the Company through the applicable payment date, except as otherwise expressly provided in Article V.
Section 3.3 — Equity Rollover
(a) Acknowledgment of Rollover. The Parties acknowledge and agree that, pursuant to the Rollover Agreement, Executive has contributed equity interests in the Company with an aggregate value of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) (the "Rollover Equity") to Parent in exchange for equity interests in Parent, representing a rollover of 50% of Executive's pre-Merger equity in the Company (which pre-Merger equity had an aggregate value of One Hundred Seventeen Million Six Hundred Thousand Dollars ($117,600,000), representing 5,880,000 shares of common stock of the Company at $20.00 per share).
(b) Terms of Rollover Equity. The Rollover Equity interests received by Executive in Parent are subject in all respects to the terms and conditions set forth in the Stockholders Agreement (including, without limitation, transfer restrictions, tag-along rights, drag-along rights, co-sale rights, and information rights), the Rollover Agreement, and any applicable provisions of the certificate of incorporation and bylaws of Parent. Nothing in this Agreement shall be deemed to modify, amend, or supersede any term or condition of the Rollover Agreement or the Stockholders Agreement with respect to the Rollover Equity.
(c) Cash Merger Consideration. Executive's cash-out portion of her pre-Merger equity, in the amount of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000), representing 50% of Executive's pre-Merger equity, was payable to Executive as merger consideration at the Effective Time through Atlas Shareholder Services Inc., acting as paying agent under the Merger Agreement, subject to the terms and conditions of the Merger Agreement and the letter of transmittal delivered by Executive in connection therewith.
Section 3.4 — Management Equity Incentive Plan
(a) Eligibility. Executive shall be eligible to participate in the Management Equity Incentive Plan of Ardent Apex Holdings Inc. adopted at or around the Effective Time (the "Plan"), on terms no less favorable than those made available to other senior executives of the Company, subject to the terms and conditions of the Plan and any award agreements entered into thereunder.
(b) Initial Grant. As soon as reasonably practicable following the Effective Time, Executive shall receive an initial grant of stock options, restricted equity units, or a combination thereof (the "Initial Equity Award") under the Plan, with a value, number of units or shares, exercise price (if applicable), and other terms to be determined by the Board (or a compensation committee thereof) in its discretion, subject to the terms of the Plan.
(c) Time-Based Vesting. The time-based portion of any equity awards granted to Executive under the Plan shall vest over a four (4) year period, with 25% of such time-based awards vesting on each of the first four (4) anniversaries of the applicable grant date, subject to Executive's continued employment with the Company through each applicable vesting date, except as otherwise provided in Article V of this Agreement or in the applicable award agreement.
(d) Performance-Based Vesting. To the extent that any equity awards granted to Executive under the Plan include a performance-based vesting component, such performance-based vesting shall be tied to Sponsor's return on invested capital, as further specified in the applicable award agreement and the Plan.
(e) Additional Terms. All equity awards granted to Executive under the Plan shall be subject to the terms and conditions of the Plan, the applicable award agreement, the Stockholders Agreement, and any other agreements governing such awards. In the event of any conflict between this Agreement and the terms of the Plan or any award agreement, the terms of the Plan or the applicable award agreement shall control with respect to the specific equity awards granted thereunder, except that the acceleration provisions set forth in Sections 5.4 and 5.6 of this Agreement shall govern and supersede any less favorable acceleration provisions in the Plan or any award agreement.
Section 3.5 — Employee Benefits
(a) Benefit Plans Generally. During the Term, Executive shall be entitled to participate in all employee benefit plans, programs, policies, and arrangements that the Company makes generally available to its senior executives from time to time, including, without limitation, medical, dental, vision, life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, and retirement plans (including any 401(k) plan with employer matching contributions), in each case subject to the terms, conditions, and eligibility requirements of such plans as in effect from time to time.
(b) Supplemental Executive Benefits. In addition to the benefit plans described in Section 3.5(a), Executive shall be entitled to the following supplemental executive benefits during the Term:
(i) Supplemental Long-Term Disability Insurance. The Company shall provide Executive with supplemental long-term disability insurance coverage that, together with any group long-term disability coverage, provides Executive with disability income replacement coverage of not less than 60% of Executive's Base Salary.
(ii) Executive Health Examination Program. Executive shall be entitled to participate in the Company's executive health examination program, which shall provide for a comprehensive annual physical examination at a facility and with a physician of Executive's choosing, with all associated costs (including travel to and from the examination) borne by the Company.
Section 3.6 — Vacation and Paid Time Off
During the Term, Executive shall be entitled to five (5) weeks (twenty-five (25) business days) of paid vacation per calendar year, in addition to all Company-recognized holidays, in accordance with the Company's vacation and paid time off policies as in effect from time to time. Unused vacation days shall be subject to the Company's vacation accrual and carry-over policies generally applicable to senior executives of the Company. For the avoidance of doubt, Executive's vacation entitlement shall be pro-rated for any partial calendar year during the Term.
Section 3.7 — Expense Reimbursement
(a) Business Expenses Generally. During the Term, the Company shall reimburse Executive for all reasonable and documented business expenses incurred by Executive in connection with the performance of her duties hereunder, in accordance with the Company's expense reimbursement policies and procedures as in effect from time to time. Such expenses shall include, without limitation, expenses associated with travel between the Company's Reston, Virginia headquarters and the Company's Glenrock Assurance, Switzerland headquarters, as well as travel to other Company offices and locations in connection with Company business.
(b) Air Travel. Executive shall be entitled to business class air travel for all international flights (i.e., flights crossing an ocean or requiring more than six (6) hours of flying time) undertaken in connection with her duties hereunder. Domestic air travel shall be in accordance with the Company's travel policy generally applicable to senior executives.
(c) Temporary Housing Allowance. The Company shall provide Executive with, or reimburse Executive for the cost of, temporary housing in the Reston, Virginia metropolitan area for a period of up to twelve (12) months following the Effective Time, in an amount not to exceed Fifteen Thousand Dollars ($15,000) per month (the "Temporary Housing Allowance"). The Temporary Housing Allowance shall be payable monthly in arrears upon submission of reasonable documentation of housing expenses. To the extent that the Temporary Housing Allowance constitutes taxable income to Executive, the Company shall not provide a tax gross-up with respect thereto, and Executive shall be solely responsible for all applicable taxes.
(d) Compliance with Section 409A. All reimbursements provided under this Section 3.7 shall be made in a manner consistent with Section 409A of the Code, including, without limitation, the requirements set forth in Section 6.2 of this Agreement.
Section 3.8 — Indemnification and D&O Insurance
(a) Indemnification. The Company shall indemnify, defend, and hold harmless Executive to the fullest extent permitted by applicable law, including but not limited to the Delaware General Corporation Law, and by the Company's certificate of incorporation and bylaws as in effect from time to time, against any and all costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by Executive in connection with any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) arising out of or related to Executive's service as an officer, director, employee, or agent of the Company or any of its Affiliates. The Company shall advance expenses to Executive in connection with any such proceeding to the fullest extent permitted by applicable law and the Company's certificate of incorporation and bylaws, subject to Executive's undertaking to repay such advances if it is ultimately determined that Executive is not entitled to indemnification.
(b) Directors' and Officers' Liability Insurance. During the Term and for a period of six (6) years following the termination of Executive's employment with the Company for any reason, the Company shall maintain directors' and officers' liability insurance ("D&O Insurance") covering Executive on terms and with coverage limits no less favorable than the D&O Insurance maintained by the Company as of the Effective Time. Without limiting the generality of the foregoing, the Company shall maintain the D&O tail policy placed with Palisade Mutual Insurance Co. (Policy No. PAL-DO-2025-11473), which provides a policy limit of $50,000,000 and a six (6) year tail period from the Effective Time. The Company shall not amend, modify, or cancel such D&O Insurance in any manner that would adversely affect Executive's rights or coverage thereunder without Executive's prior written consent.
(c) Indemnification Agreement. In addition to the foregoing, Executive and the Company shall enter into a separate Indemnification Agreement in the form customarily used by the Company for its senior officers and directors, which Indemnification Agreement shall provide for indemnification and advancement of expenses to the fullest extent permitted by law.
ARTICLE IV — REPRESENTATIONS AND COVENANTS OF EXECUTIVE
Section 4.1 — Authority; No Conflicts
Executive hereby represents and warrants to the Company that (a) Executive has the full legal capacity and authority to execute, deliver, and perform this Agreement, (b) the execution, delivery, and performance of this Agreement by Executive does not and will not conflict with, breach, violate, or cause a default under any contract, agreement, instrument, order, judgment, or decree to which Executive is a party or by which Executive is bound, and (c) Executive has not entered into, and will not enter into, any agreement or arrangement (whether written or oral) that would prevent Executive from complying fully with the terms and provisions of this Agreement.
Section 4.2 — No Prior Restrictions
Executive hereby represents and warrants to the Company that she is not subject to any non-competition, non-solicitation, confidentiality, or other restrictive covenant or agreement with any former employer, business associate, or other Person that would in any way prevent, restrict, limit, or otherwise impair Executive's ability to perform her duties and responsibilities under this Agreement or to comply fully with the terms and conditions hereof. Executive further represents that she has provided to the Company complete and accurate copies of all agreements to which she is a party that contain any restrictive covenants or similar provisions, if any.
Section 4.3 — Compliance with Policies
Executive agrees to comply at all times during the Term with all applicable policies, procedures, rules, codes of conduct, and guidelines of the Company and its Affiliates as in effect from time to time, including, without limitation, the Company's Code of Business Conduct and Ethics, insider trading policy, anti-corruption policy, and information security policies. Executive further agrees to comply with all applicable laws, rules, regulations, and orders of governmental authorities applicable to Executive's performance of duties hereunder, including, without limitation, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the Swiss Federal Act on Data Protection ("FADP"), and applicable data privacy laws of the United States and its constituent states.
ARTICLE V — TERMINATION
Section 5.1 — Termination Events
Executive's employment hereunder may be terminated during the Term by the occurrence of any of the following events:
(a) Death. Executive's employment shall terminate automatically upon the death of Executive.
(b) Disability. The Company may terminate Executive's employment upon Executive's Disability, by delivering written notice to Executive (or her legal representative) of the Company's intention to terminate Executive's employment for Disability, which termination shall be effective on the thirtieth (30th) day following Executive's receipt of such notice, unless Executive returns to full-time performance of her duties within such thirty (30) day period.
(c) Termination by the Company for Cause. The Company may terminate Executive's employment for Cause at any time by delivering written notice to Executive specifying in reasonable detail the facts and circumstances constituting Cause.
(d) Termination by the Company without Cause. The Company may terminate Executive's employment without Cause at any time by delivering written notice to Executive, with such termination to be effective on the date specified in such notice (which shall be no earlier than thirty (30) days following Executive's receipt of such notice, unless Executive agrees to an earlier effective date).
(e) Resignation by Executive for Good Reason. Executive may resign her employment for Good Reason in accordance with the procedures set forth in Section 5.3.
(f) Resignation by Executive without Good Reason. Executive may resign her employment without Good Reason at any time by delivering written notice to the Company, with such resignation to be effective on the date specified in such notice (which shall be no earlier than thirty (30) days following the Company's receipt of such notice, unless the Company agrees to an earlier effective date).
(g) Non-Renewal. Executive's employment shall terminate upon the expiration of the Term following delivery of a notice of non-renewal by either Party in accordance with Section 2.2(b).
Section 5.2 — 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 any material policy of the Company, which breach, if capable of cure, remains uncured for a period of thirty (30) days after written notice from the Company specifying the nature of such breach in reasonable detail;
(ii) Executive's willful misconduct or gross negligence in the performance of her duties hereunder, which willful misconduct or gross negligence is materially and demonstrably injurious to the Company or any of its Affiliates;
(iii) Executive's conviction of, or plea of guilty or nolo contendere to, (A) a felony under the laws of the United States or any state thereof or any comparable offense under the laws of any foreign jurisdiction, or (B) any crime involving fraud, dishonesty, or moral turpitude;
(iv) Executive's willful and continued failure to follow the lawful and reasonable directives of the Chief Executive Officer or the Board that are consistent with Executive's duties and responsibilities hereunder, which failure remains uncured for a period of thirty (30) days after written notice from the Company specifying the nature of such failure in reasonable detail;
(v) Executive's material breach of the restrictive covenants set forth in Article VII of this Agreement; or
(vi) Executive's fraud, embezzlement, or misappropriation of funds, assets, or property of the Company or any of its Affiliates.
For the avoidance of doubt, no act or failure to act by Executive shall be deemed "willful" if done, or omitted to be done, by Executive in good faith and with the reasonable belief that such act or omission was in the best interest of the Company. A termination for Cause shall not be effective until the Company has delivered to Executive a written notice of termination specifying the Cause event in reasonable detail and, with respect to any Cause event that is subject to a cure period under clauses (i) or (iv) above, Executive has failed to cure such Cause event within the applicable cure period.
Section 5.3 — Good Reason
For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without Executive's prior written consent:
(i) a material diminution in Executive's title, authority, duties, or responsibilities, including, without limitation, Executive's ceasing to serve as Chief Financial Officer of the Company and its consolidated subsidiaries (other than temporarily due to Executive's physical or mental incapacity), or the appointment of any other person to serve as Chief Financial Officer or in a substantially similar role;
(ii) a reduction in Executive's Base Salary below $650,000 (or, if the Base Salary has been increased, below such increased amount) or a reduction in Executive's target Annual Bonus opportunity below 100% of Base Salary;
(iii) a material breach by the Company of any material provision of this Agreement;
(iv) a relocation of Executive's principal place of employment to a location more than fifty (50) miles from Reston, Virginia (other than travel required in the ordinary course of Executive's duties as contemplated by Section 2.1(c)); or
(v) the failure of any successor to the Company (whether by merger, consolidation, sale of all or substantially all assets, or otherwise) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
Notwithstanding the foregoing, Executive may not resign for Good Reason unless (A) Executive provides the Company with written notice specifying in reasonable detail the facts and circumstances constituting Good Reason within sixty (60) days following the initial occurrence of the event giving rise to Good Reason, (B) the Company fails to cure such event within thirty (30) days following its receipt of such notice (the "Cure Period"), and (C) Executive actually resigns her employment within thirty (30) days following the expiration of the Cure Period (or, if earlier, the date on which the Company notifies Executive in writing that it does not intend to cure such event). If the Company cures the Good Reason event within the Cure Period to Executive's reasonable satisfaction, Executive's notice of termination for Good Reason shall be deemed withdrawn and of no further force or effect.
Section 5.4 — Severance upon Termination without Cause or for Good Reason
In the event that Executive's employment is terminated during the Term by the Company without Cause (other than due to death or Disability) or by Executive for Good Reason, then, subject to Section 5.4(f) below, Executive shall be entitled to receive the following payments and benefits:
(a) Accrued Obligations. The Company shall pay to Executive, within thirty (30) days following the date of termination (or such earlier date as may be required by applicable law), the following amounts (collectively, the "Accrued Obligations"):
(i) any earned but unpaid Base Salary through the date of termination;
(ii) any accrued but unused vacation pay through the date of termination, to the extent payable under the Company's vacation policy;
(iii) any unreimbursed business expenses incurred by Executive prior to the date of termination that are reimbursable in accordance with Section 3.7; and
(iv) any earned but unpaid Annual Bonus for the fiscal year immediately preceding the fiscal year in which the termination occurs, to the extent not previously paid, payable at the time such bonus would otherwise have been paid.
(b) Cash Severance. The Company shall pay to Executive a lump-sum cash severance payment in an amount equal to two (2) times the sum of (i) Executive's Base Salary (as in effect immediately prior to the termination or, if higher, immediately prior to any reduction that constituted Good Reason) plus (ii) Executive's Target Bonus (as in effect immediately prior to the termination), which, based on compensation levels as of the date hereof, equals Two Million Six Hundred Thousand Dollars ($2,600,000) (the "Cash Severance"). The Cash Severance shall be paid in a single lump-sum payment within sixty (60) days following the date of termination, subject to Section 6.2.
(c) Pro-Rata Bonus. The Company shall pay to Executive a pro-rata Annual Bonus for the fiscal year in which the termination occurs (the "Pro-Rata Bonus"), determined based on the Company's actual performance for such fiscal year as measured against the applicable performance metrics, and pro-rated based on the number of days during such fiscal year that Executive was employed by the Company, relative to the total number of days in such fiscal year. The Pro-Rata Bonus shall be payable at the same time as Annual Bonuses are paid to other senior executives of the Company for such fiscal year, but in no event later than seventy-five (75) days following the end of such fiscal year.
(d) COBRA Continuation. During the eighteen (18) month period immediately following the date of termination (or, if earlier, the date on which Executive becomes eligible for substantially comparable group health insurance coverage through a subsequent employer), the Company shall pay or reimburse Executive for the full cost of COBRA continuation coverage premiums for Executive and her eligible dependents under the Company's group health, dental, and vision plans in which Executive and her dependents were participating immediately prior to the date of termination (the "COBRA Benefit"). The COBRA Benefit shall be paid directly to the applicable plan administrator or insurer on Executive's behalf, or reimbursed to Executive within thirty (30) days following Executive's submission of documentation evidencing payment of such premiums. In the event that the Company's provision of the COBRA Benefit would violate the nondiscrimination rules applicable to the Company's group health plans under applicable law, the Company shall instead pay to Executive a monthly cash payment equal to the amount the Company would have paid for the COBRA Benefit for the remainder of the eighteen (18) month period, which payment shall be taxable to Executive.
(e) Equity Acceleration. Upon Executive's termination without Cause or resignation for Good Reason, all unvested time-based equity awards held by Executive under the Management Equity Incentive Plan (or any successor plan) that would have vested during the twelve (12) month period immediately following the date of termination shall become fully vested and exercisable (or non-forfeitable, as applicable) as of the date of termination. For the avoidance of doubt, this acceleration provision applies only to time-based vesting conditions and shall not accelerate any performance-based vesting conditions, which shall continue to be governed by the terms of the Plan and the applicable award agreements.
(f) Conditions to Severance. The payment of Cash Severance, the Pro-Rata Bonus, the COBRA Benefit, and the acceleration of equity awards described in this Section 5.4 (collectively, the "Severance Benefits") shall be conditioned upon (i) Executive's timely execution and non-revocation of a general release of claims in substantially the form attached hereto as Exhibit A (the "Release") within sixty (60) days following the date of termination, and (ii) Executive's continued compliance with the restrictive covenants set forth in Article VII of this Agreement. If Executive fails to execute and deliver the Release within such sixty (60) day period, or if Executive revokes the Release within the applicable revocation period, Executive shall not be entitled to any Severance Benefits and the Company's obligations under this Section 5.4 (other than the obligation to pay Accrued Obligations) shall terminate. For the avoidance of doubt, Executive's entitlement to the Accrued Obligations shall not be contingent upon execution of the Release.
Section 5.5 — Termination for Cause or Voluntary Resignation without Good Reason
In the event that Executive's employment is terminated by the Company for Cause or by Executive's voluntary resignation without Good Reason, Executive shall be entitled to receive only the Accrued Obligations as described in Section 5.4(a). Executive shall not be entitled to any Cash Severance, Pro-Rata Bonus (unless earned and vested as of the date of termination), COBRA Benefit, or acceleration of equity awards. All unvested equity awards held by Executive shall be forfeited and cancelled as of the date of termination, in accordance with the terms of the Plan and the applicable award agreements.
Section 5.6 — Death or Disability
In the event that Executive's employment is terminated due to Executive's death or Disability, Executive (or Executive's estate, beneficiaries, or legal representative, as applicable) shall be entitled to receive the following payments and benefits:
(a) Accrued Obligations. The Accrued Obligations as described in Section 5.4(a), payable at the times specified therein.
(b) Pro-Rata Bonus. A Pro-Rata Bonus for the fiscal year in which the termination occurs, determined based on the Company's actual performance for such fiscal year and pro-rated as described in Section 5.4(c), payable at the time specified therein.
(c) Base Salary Continuation. Twelve (12) months of Base Salary continuation, payable in substantially equal installments in accordance with the Company's regular payroll practices, commencing on the first regular payroll date following the date of termination (or, if applicable, following the expiration of the six-month delay period described in Section 6.2).
(d) Equity Acceleration. All unvested time-based equity awards held by Executive under the Management Equity Incentive Plan (or any successor plan) shall become fully vested and exercisable (or non-forfeitable, as applicable) as of the date of termination. For the avoidance of doubt, this acceleration provision applies to all outstanding time-based equity awards, regardless of the portion of the vesting period that has elapsed as of the date of termination.
The payments and benefits described in Sections 5.6(b), (c), and (d) shall be conditioned upon the timely execution and non-revocation of a Release by Executive (or Executive's estate or legal representative, as applicable) within sixty (60) days following the date of termination, to the extent permitted by applicable law.
Section 5.7 — Non-Renewal
(a) Non-Renewal by the Company. In the event that the Company delivers a notice of non-renewal pursuant to Section 2.2(b) and Executive's employment terminates upon the expiration of the then-current term, such termination shall be treated for all purposes of this Agreement as a termination by the Company without Cause, and Executive shall be entitled to the Severance Benefits as set forth in Section 5.4, subject to the conditions set forth therein.
(b) Non-Renewal by Executive. In the event that Executive delivers a notice of non-renewal pursuant to Section 2.2(b) and Executive's employment terminates upon the expiration of the then-current term, such termination shall be treated for all purposes of this Agreement as a voluntary resignation by Executive without Good Reason, and Executive shall be entitled only to the Accrued Obligations as set forth in Section 5.5.
Section 5.8 — Resignation of Positions
Upon the termination of Executive's employment for any reason, Executive shall be deemed to have automatically resigned, as of the date of such termination, from all positions, offices, directorships, and committee memberships that Executive holds with the Company and each of its Affiliates (including Parent and any Affiliate of Parent), unless otherwise agreed in writing by the Company and Executive. Executive shall execute any documents reasonably requested by the Company to evidence or effectuate such resignations.
ARTICLE VI — SECTION 280G AND SECTION 409A
Section 6.1 — Section 280G
(a) Cutback Provision. Notwithstanding anything to the contrary in this Agreement or any other agreement, plan, or arrangement, in the event that any payments or benefits provided or to be provided to Executive under this Agreement, together with any payments or benefits provided or to be provided to Executive under any other plan, agreement, or arrangement with the Company or its Affiliates (collectively, the "Total Payments"), would constitute "parachute payments" within the meaning of Section 280G of the Code, and the aggregate present value of such Total Payments would exceed the amount that may be paid to Executive without triggering the excise tax imposed by Section 4999 of the Code (the "Safe Harbor Amount"), then the Total Payments shall be reduced (but not below zero) to the extent necessary so that the aggregate present value of the Total Payments, as so reduced, equals the Safe Harbor Amount; provided, however, that such reduction shall be made only if and to the extent that such reduction would result in Executive retaining a greater net after-tax benefit (taking into account all applicable federal, state, and local income, employment, and excise taxes, including the excise tax imposed by Section 4999 of the Code) than Executive would retain if the Total Payments were not so reduced.
(b) Order of Reduction. In the event that a reduction of the Total Payments is required under Section 6.1(a), such reduction shall be made in the following order: (i) first, a reduction in cash severance payments under Section 5.4(b); (ii) second, a reduction in the acceleration of vesting of equity awards under Section 5.4(e); (iii) third, a reduction in any other benefits payable to Executive under this Agreement or otherwise. Within each category, amounts shall be reduced in the reverse chronological order in which they would otherwise have been paid or provided to Executive.
(c) No Gross-Up. The Company shall not provide Executive with any gross-up payment or other reimbursement for excise taxes imposed under Section 4999 of the Code. Executive shall be solely responsible for the payment of any such excise taxes.
(d) Determination. All determinations required to be made under this Section 6.1, including whether a reduction is required, the amount of any reduction, and the assumptions to be used in calculating the Safe Harbor Amount, shall be made by a nationally recognized certified public accounting firm designated by the Company and reasonably acceptable to Executive (the "Accounting Firm"). The Accounting Firm shall provide its determination and detailed supporting calculations to the Company and Executive within fifteen (15) business days after the date of termination or such other date as may be reasonably requested by the Company or Executive. The costs and expenses of the Accounting Firm shall be borne by the Company.
Section 6.2 — Section 409A Compliance
(a) Intent to Comply. This Agreement is intended to comply with, or to be exempt from, the requirements of Section 409A of the Code ("Section 409A"), and the provisions hereof shall be construed and interpreted in a manner consistent with such intent. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, such provision shall be read in a manner that is consistent with compliance therewith, and the Parties agree to cooperate in good faith to amend this Agreement as necessary to comply with Section 409A while preserving the intended economic benefits to Executive hereunder.
(b) Specified Employee Delay. Notwithstanding anything to the contrary in this Agreement, in the event that Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of Executive's separation from service (as defined in Section 409A), any payments or benefits that constitute "nonqualified deferred compensation" within the meaning of Section 409A and that are payable on account of Executive's separation from service shall not be paid or provided until the first business day following the six (6) month anniversary of Executive's separation from service (or, if earlier, Executive's death) (the "Delayed Payment Date"). On the Delayed Payment Date, all payments that were delayed pursuant to this Section 6.2(b) shall be paid to Executive in a single lump sum, together with interest thereon at the applicable federal rate (as determined under Section 7872(f)(2)(A) of the Code) as of the date of Executive's separation from service for the period of the delay.
(c) Separate Payments. For purposes of Section 409A, each installment payment and each separately identified amount payable under this Agreement shall be treated as a separate payment within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(iii).
(d) Reimbursements. All reimbursements and in-kind benefits provided under this Agreement shall be provided in a manner that is consistent with the requirements of Section 409A, including the following: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during any calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year; (ii) all reimbursements shall be made no later than the last day of the calendar year following the calendar year in which the expense was incurred, or, if earlier, March 15 of the year following the year in which the right to reimbursement is no longer subject to a substantial risk of forfeiture; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
(e) Termination of Employment. For purposes of this Agreement, any reference to Executive's "termination of employment," "date of termination," or any similar term shall mean Executive's "separation from service" within the meaning of Section 409A.
ARTICLE VII — RESTRICTIVE COVENANTS
Section 7.1 — Confidentiality
(a) Non-Disclosure. During Executive's employment and at all times thereafter, regardless of the reason for or circumstances of Executive's termination of employment, Executive shall not, directly or indirectly, disclose, publish, communicate, or use for Executive's own benefit or the benefit of any other Person, any Confidential Information of the Company or any of its Affiliates, except as required in the faithful performance of Executive's duties hereunder or as otherwise expressly permitted by this Section 7.1.
(b) Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" means all non-public, confidential, or proprietary information of or relating to the Company or any of its Affiliates, whether in written, oral, electronic, or other form, including, without limitation:
(i) trade secrets, inventions, discoveries, know-how, processes, formulae, algorithms, source code, object code, software architecture, and technical data;
(ii) business plans, strategic plans, financial information, projections, budgets, pricing information, and cost data;
(iii) customer and prospective customer lists, customer contracts, customer data, and customer relationship information;
(iv) vendor and supplier lists, vendor contracts, and procurement strategies;
(v) product roadmaps, development plans, and technology strategies, including, without limitation, all information relating to the "Luminex One" platform;
(vi) marketing plans, sales strategies, and competitive analyses;
(vii) personnel information, compensation data, and organizational structures;
(viii) information regarding mergers, acquisitions, divestitures, and other strategic transactions; and
(ix) any other information that the Company or any of its Affiliates treats as confidential or proprietary, or that would reasonably be understood to be confidential or proprietary.
(c) Exceptions. The restrictions set forth in this Section 7.1 shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a disclosure by Executive in breach of this Agreement; (ii) was known to Executive prior to its disclosure by the Company or any of its Affiliates, as demonstrated by Executive's contemporaneous written records; (iii) is received by Executive on a non-confidential basis from a third party that is not, to Executive's knowledge, bound by any obligation of confidentiality with respect to such information; or (iv) is required to be disclosed by applicable law, regulation, or legal process (including any subpoena, civil investigative demand, or similar process), provided that Executive shall give the Company prompt written notice of such requirement (to the extent legally permitted) and shall cooperate with the Company, at the Company's expense, in any efforts to seek a protective order or other limitation on the scope of such required disclosure. In addition, Executive may disclose Confidential Information to her personal legal or tax advisors, provided that such advisors are subject to a duty of confidentiality with respect to such information.
(d) Return of Property. Upon the termination of Executive's employment for any reason, or at any time upon the Company's request, Executive shall promptly return to the Company all documents, files, records, data, equipment, and other property of the Company and its Affiliates in Executive's possession or control, including all copies thereof in any medium or format, and Executive shall certify in writing to the Company that all such materials have been returned.
Section 7.2 — Non-Competition
(a) Non-Competition Covenant. During Executive's employment and for a period of twenty-four (24) months following the date of termination for any reason (the "Restricted Period"), Executive shall not, directly or indirectly, whether as an employee, consultant, advisor, independent contractor, officer, director, partner, member, owner, investor, principal, agent, or in any other capacity, engage in, own, manage, operate, finance, join, control, or participate in the ownership, management, operation, or control of any business or enterprise that competes with the business of the Company or any of its Affiliates in the enterprise resource planning, procurement automation, or supply-chain analytics software-as-a-service markets (the "Restricted Business") in any geographic area in which the Company or any of its Affiliates conducts material business operations as of the date of termination, including, without limitation, the DACH region (Germany, Austria, and Switzerland), North America (United States and Canada), the United Kingdom and the Nordic countries, and the Asia-Pacific region (including Singapore, Japan, and Australia).
(b) Exceptions. Notwithstanding the foregoing, nothing in this Section 7.2 shall prohibit Executive from owning, directly or indirectly, up to 2% of the outstanding securities of any class of any entity that is publicly traded on a national securities exchange or over-the-counter market, so long as Executive does not have any active participation in the management, operations, or business of such entity.
Section 7.3 — Non-Solicitation of Employees
During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, (a) solicit, recruit, or hire (or attempt to solicit, recruit, or hire) any individual who is, or was at any time during the six (6) month period immediately preceding such solicitation, an employee of the Company or any of its Affiliates, or (b) encourage, induce, or attempt to encourage or induce any employee of the Company or any of its Affiliates to leave employment with the Company or such Affiliate. Notwithstanding the foregoing, this Section 7.3 shall not prohibit (i) general advertisements or solicitations of employment that are not specifically directed at employees of the Company or its Affiliates, (ii) the hiring of any individual who responds to such general advertisements or solicitations without any direct or indirect solicitation by or on behalf of Executive, or (iii) any action taken with respect to an individual whose employment with the Company or its Affiliates was terminated by the Company or such Affiliate prior to the commencement of such solicitation.
Section 7.4 — Non-Solicitation of Customers and Business Partners
During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person, solicit, divert, or take away (or attempt to solicit, divert, or take away) the business or patronage of any customer, client, vendor, supplier, or business partner of the Company or any of its Affiliates with whom Executive had material contact or about whom Executive received or had access to Confidential Information during the last twenty-four (24) months of Executive's employment with the Company, for the purpose of providing or selling products or services that are competitive with the Restricted Business.
Section 7.5 — Non-Disparagement
(a) Executive's Non-Disparagement. Executive agrees that, during the Term and at all times thereafter, she shall not make, publish, or communicate, or cause to be made, published, or communicated, any statements that are disparaging, defamatory, or damaging to the reputation or goodwill of the Company, any of its Affiliates, Sponsor, or their respective current or former officers, directors, employees, agents, or representatives.
(b) Company's Non-Disparagement. The Company agrees that it shall instruct its senior officers and members of the Board not to make, publish, or communicate any statements that are disparaging, defamatory, or damaging to the reputation or goodwill of Executive.
(c) Exceptions. Nothing in this Section 7.5 shall prohibit either Party from (i) making truthful statements in response to legal process, subpoena, or governmental investigation, (ii) making truthful statements in any legal proceeding between the Parties, (iii) making truthful statements to governmental authorities in connection with the reporting or investigation of suspected violations of law, or (iv) making truthful statements necessary to enforce the rights of such Party under this Agreement or any other agreement between the Parties.
Section 7.6 — Enforcement and Remedies
(a) Irreparable Harm. Executive acknowledges and agrees that (i) the restrictive covenants contained in this Article VII are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates, (ii) the Company would be irreparably harmed by any breach or threatened breach of such restrictive covenants, and (iii) monetary damages alone would not be an adequate remedy for any such breach or threatened breach.
(b) Injunctive Relief. In the event of any breach or threatened breach of the restrictive covenants set forth in this Article VII, the Company shall be entitled to seek and obtain, in addition to any other remedies available to it at law or in equity, temporary, preliminary, and permanent injunctive relief and specific performance, without the necessity of proving actual damages or posting a bond or other security. The seeking or obtaining of such equitable relief shall not preclude the Company from pursuing any other remedies available to it, including, without limitation, the recovery of monetary damages.
(c) Judicial Modification. If any court of competent jurisdiction or arbitrator determines that any restrictive covenant contained in this Article VII is unenforceable because the duration, geographic scope, or scope of restricted activities is overbroad, such court or arbitrator shall have the authority to reform such covenant to the maximum extent enforceable under applicable law, and such covenant shall be enforced as so reformed.
(d) Tolling. In the event that Executive breaches any of the restrictive covenants set forth in Sections 7.2, 7.3, or 7.4, the duration of the Restricted Period with respect to such covenant shall be tolled during the period of such violation, so that the Company is afforded the full benefit of the agreed-upon duration of the Restricted Period.
Section 7.7 — Defend Trade Secrets Act Notice
Pursuant to the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b), Executive is hereby notified that Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made un

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