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EMPLOYMENT AGREEMENT

by and between

ARDENT HEALTHCARE ACQUISITION CORP.

and

ELAINE WHITFIELD-TORRES

Dated as of June 30, 2024

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of June 30, 2024 (the "Effective Date"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation, with its principal office at c/o National Registered Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801 (the "Company" or "Employer"), and Elaine Whitfield-Torres, an individual residing in the State of Tennessee (the "Executive"). The Company and the Executive are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Company is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital"), which is managed by its general partner, Ardent Capital Management LLC, a Delaware limited liability company ("Ardent Capital Management");

WHEREAS, the Company has acquired substantially all of the assets of Cardinal Peak Industries, Inc., a Tennessee corporation ("CPI"), pursuant to that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "APA"), by and between the Company, as purchaser, and CPI, as seller, and the closing of the transactions contemplated by the APA occurred on June 30, 2024 (the "Closing Date"), which is the Effective Date of this Agreement;

WHEREAS, the Executive served as Co-Founder and Chief Clinical Officer of CPI and holds eighteen percent (18%) of the outstanding shares of capital stock of CPI;

WHEREAS, the Company desires to employ the Executive, and the Executive desires to accept such employment with the Company, on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties acknowledge that this Agreement is being entered into concurrently with the closing of the transactions contemplated by the APA, and that the Executive's agreement to enter into this Employment Agreement and the related Non-Competition and Non-Solicitation Agreement was a material inducement to the Company's willingness to consummate the transactions contemplated by the APA; and

WHEREAS, concurrently with the execution and delivery of this Agreement, the Executive is entering into a separate Non-Competition and Non-Solicitation Agreement of even date herewith (the "Non-Compete Agreement") with the Company, the terms and conditions of which are incorporated herein by reference to the extent expressly provided.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the employment of the Executive by the Company, the compensation and benefits to be paid and provided to the Executive by the Company, the consideration to be received by the Executive under the APA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II — EMPLOYMENT TERM

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

Section 2.2 — Renewal. Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each (each such period, a "Renewal Term"), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term (whether the Initial Term or any Renewal Term). For the avoidance of doubt, a notice of non-renewal by the Company shall not, in and of itself, constitute a termination without Cause or give rise to Good Reason, provided that the Executive's employment terminates solely by reason of the expiration of the Term following such notice of non-renewal. A notice of non-renewal by the Executive shall be treated as a resignation without Good Reason under Section 5.3.

Section 2.3 — Survival. Notwithstanding the expiration or termination of this Agreement for any reason, the provisions of Article V (to the extent applicable to payments and benefits following termination), Article VI (Confidential Information), Article VII (Intellectual Property and Work Product), Article VIII (Change of Control Provisions, to the extent applicable following a qualifying termination), Article IX (Restrictive Covenants Cross-Reference), and Article X (Representations and Warranties of Executive), together with any other provisions of this Agreement that by their terms or by necessary implication are intended to survive, shall survive and remain in full force and effect in accordance with their respective terms.

ARTICLE III — POSITION, DUTIES, AND REPORTING

Section 3.1 — Title and Position. During the Term, the Executive shall serve as Chief Clinical Officer ("CCO") of the Company. The Executive shall have such authority, duties, and responsibilities as are customarily associated with the position of Chief Clinical Officer of a healthcare services company of the size, scope, and nature of the Company, subject to the overall direction and oversight of the Chief Executive Officer and the Board. The Executive's title and position shall not be materially diminished without her prior written consent.

Section 3.2 — Duties. In her capacity as Chief Clinical Officer, the Executive shall have overall responsibility for the following functional areas of the Company's business:

(a) Clinical Operations. Day-to-day management, direction, and oversight of all clinical operations across the Company's portfolio of thirty-seven (37) outpatient rehabilitation and behavioral health facilities, located in seven (7) states, specifically: Tennessee (fourteen (14) locations), Georgia (eight (8) locations), North Carolina (five (5) locations), South Carolina (four (4) locations), Alabama (three (3) locations), Virginia (two (2) locations), and Kentucky (one (1) location).

(b) Clinical Quality Assurance. Development, implementation, and continuous improvement of clinical quality assurance programs, clinical outcome measurement systems, and evidence-based treatment protocols across all clinical disciplines.

(c) Clinician Recruitment and Training. Oversight of the recruitment, credentialing, onboarding, training, and ongoing professional development of the Company's clinical workforce, comprising approximately one thousand four hundred fifty (1,450) licensed clinicians providing physical therapy, occupational therapy, speech-language pathology, and outpatient behavioral health counseling services.

(d) Clinical Compliance. Ensuring that all clinical operations comply with applicable federal, state, and local laws, rules, and regulations, including but not limited to the regulations of the Centers for Medicare and Medicaid Services ("CMS"), state licensing and certification requirements in each of the seven states of operation, and applicable accreditation standards.

(e) Clinical Program Development. Strategic development and oversight of clinical programs, service line expansion, and clinical innovation initiatives, including the optimization and continued development of clinical workflows utilizing the PeakConnect patient-engagement software platform.

(f) Cross-Functional Collaboration. Close collaboration with the Chief Executive Officer (Dr. Randall J. Whitfield), the Chief Financial Officer, the Chief Operating Officer, and other members of the Company's senior leadership team on matters of corporate strategy, growth initiatives, payor contracting, and operational performance.

Section 3.3 — Reporting. The Executive shall report directly to the Chief Executive Officer of the Company. In addition, with respect to matters of clinical governance, clinical quality, and clinical compliance, the Executive shall report to, and make regular presentations before, the Board or any committee thereof designated by the Board to oversee clinical affairs. The Executive shall keep the Chief Executive Officer and the Board reasonably informed regarding all material developments, concerns, and opportunities relating to the Company's clinical operations and clinical workforce.

Section 3.4 — Best Efforts; Full-Time Service. During the Term, the Executive shall devote substantially all of her business time, attention, skill, and energies to the faithful and diligent performance of her duties hereunder. The Executive shall perform her duties in a professional, ethical, and competent manner consistent with the standards of the healthcare industry and the Company's policies and procedures. Notwithstanding the foregoing, the Executive may engage in civic, charitable, educational, and professional board activities, including service on the boards of non-profit organizations and professional associations, and the management of personal investments, in each case, to the extent that such activities do not individually or in the aggregate materially interfere with the performance of her duties hereunder or create a conflict of interest. The Executive shall not serve on the board of directors of any for-profit entity without the prior written consent of the Board.

Section 3.5 — Principal Place of Employment. The Executive's principal place of employment shall be in the Nashville, Tennessee metropolitan area. The Executive's primary office shall be located at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215 (the former headquarters of CPI), or at such other location in the Nashville metropolitan area as the Company may designate from time to time with the Executive's reasonable consent. The Executive acknowledges and agrees that her role will require regular travel to the Company's thirty-seven (37) clinic locations across the seven (7) states of operation, as well as such additional travel as may be reasonably required in connection with the performance of her duties, including attendance at industry conferences, payor meetings, and professional development events.

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

ARTICLE IV — COMPENSATION AND BENEFITS

Section 4.1 — Base Salary.

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

(b) The Base Salary shall be reviewed annually by the Board (or a compensation committee thereof) on or about each anniversary of the Effective Date. The Board may, in its sole discretion, increase the Base Salary from time to time; provided, however, that the Base Salary shall not be decreased below Four Hundred Seventy-Five Thousand Dollars ($475,000) per annum during the Term without the Executive's prior written consent. Any increase in Base Salary shall not reduce or limit any other obligation of the Company to the Executive under this Agreement and, once increased, the Base Salary as so increased shall constitute the "Base Salary" for all purposes of this Agreement.

Section 4.2 — Annual Bonus.

(a) For each fiscal year during the Term, the Executive shall be eligible to receive an annual performance bonus (the "Annual Bonus"). The target Annual Bonus shall be equal to fifty percent (50%) of the Executive's Base Salary as in effect at the beginning of the applicable fiscal year (i.e., an initial target Annual Bonus of Two Hundred Thirty-Seven Thousand Five Hundred Dollars ($237,500)) (the "Target Bonus").

(b) The performance criteria upon which the Annual Bonus shall be determined for each fiscal year shall be established by the Board (or a compensation committee thereof) within the first ninety (90) days of each fiscal year and shall be communicated to the Executive in writing. Such criteria shall be based upon a combination of (i) clinical quality metrics (including, without limitation, patient outcomes, patient satisfaction scores, clinician retention rates, and clinical compliance metrics), (ii) operational performance targets, and (iii) financial targets, including Adjusted EBITDA targets that are consistent with the earnout framework set forth in the Earnout Agreement.

(c) The maximum Annual Bonus payable to the Executive for any fiscal year shall not exceed one hundred percent (100%) of the Executive's Base Salary as in effect at the beginning of such fiscal year (i.e., an initial maximum Annual Bonus of Four Hundred Seventy-Five Thousand Dollars ($475,000)).

(d) The Annual Bonus, if earned, shall be paid to the Executive within seventy-five (75) days following the end of the applicable fiscal year. Except as otherwise provided in Sections 5.1, 5.4, and 8.2 of this Agreement, the Executive must be employed by the Company on the date the Annual Bonus is paid in order to be eligible to receive such payment.

(e) If the Executive is employed for less than a full fiscal year (whether by reason of the commencement of employment mid-year, termination of employment, or otherwise), the Annual Bonus for such fiscal year shall be prorated based on the number of days during such fiscal year that the Executive was employed by the Company, divided by the total number of days in such fiscal year, to the extent the Executive is entitled to an Annual Bonus for such partial year under the applicable provisions of this Agreement.

Section 4.3 — Signing / Transaction Bonus.

(a) In recognition of the Executive's agreement to enter into this Employment Agreement and the Non-Compete Agreement, and as additional consideration for the Executive's commitment to the post-closing employment arrangement, the Company shall pay to the Executive a one-time transaction bonus in the amount of Two Hundred Fifty Thousand Dollars ($250,000) (the "Transaction Bonus"), payable in a single lump sum within thirty (30) days following the Effective Date, subject to all applicable withholding and deductions required by law.

(b) The Executive's entitlement to the Transaction Bonus is conditioned upon the Executive's continued employment with the Company on the date of payment of the Transaction Bonus. If the Executive's employment is terminated by the Company for Cause or by the Executive without Good Reason prior to the payment date of the Transaction Bonus, the Executive shall forfeit all rights to the Transaction Bonus.

(c) The Parties acknowledge and agree that the Transaction Bonus constitutes, in part, consideration for the Executive's agreement to the Non-Compete Agreement and the Executive's ongoing commitment to the successful integration and transition of CPI's clinical operations to the Company following the Closing Date.

Section 4.4 — Equity / Co-Investment.

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

(b) The specific terms and conditions of any equity awards or co-investment opportunities made available to the Executive, including the number of units or shares, the exercise or purchase price, vesting schedule, and other material terms, shall be set forth in one or more separate equity award agreements, unit subscription agreements, or other definitive documents to be entered into by the Executive and the applicable issuing entity at such time as the Management Equity Program is established. The Company shall use commercially reasonable efforts to establish the Management Equity Program and present the Executive with the opportunity to participate therein within one hundred twenty (120) days following the Effective Date.

(c) Nothing in this Section 4.4 shall be construed to guarantee the Executive any particular level of equity participation or to obligate the Company or Ardent Capital Partners III LP to establish a Management Equity Program.

Section 4.5 — Benefits.

(a) Health, Dental, and Vision Insurance. During the Term, the Executive shall be entitled to participate in the health, dental, and vision insurance plans and programs maintained by the Company for its employees generally, on terms no less favorable than those provided to other senior executives of the Company. The Company shall use commercially reasonable efforts to ensure that such coverage is effective no later than the first day of the month following the Effective Date. To the extent there is a gap in coverage between the Closing Date and the effective date of the Company's health, dental, and vision plans, the Company shall reimburse the Executive for the cost of COBRA continuation coverage under CPI's prior group health plan.

(b) Life Insurance and Long-Term Disability Insurance. During the Term, the Company shall provide or make available to the Executive life insurance and long-term disability insurance coverage on terms no less favorable than those provided to other senior executives of the Company.

(c) 401(k) Plan. During the Term, the Executive shall be eligible to participate in the Company's tax-qualified defined contribution retirement plan (the "401(k) Plan"), when established, on the same terms as are generally applicable to other senior executives of the Company. The Parties acknowledge that CPI's prior 401(k) plan liabilities are excluded liabilities under the APA and that the Company intends to establish a new 401(k) Plan for the benefit of its employees. The Company shall use commercially reasonable efforts to establish the 401(k) Plan within one hundred twenty (120) days following the Effective Date.

(d) Paid Time Off. The Executive shall be entitled to four (4) weeks of paid time off ("PTO") per annum, in addition to all Company-observed holidays, in accordance with the Company's PTO policies as in effect from time to time. PTO shall accrue ratably during each calendar year. Accrued but unused PTO from the Executive's prior employment with CPI shall be assumed by the Company in accordance with the terms of the APA and shall carry over to the Executive's employment with the Company.

(e) Other Benefits. The Executive shall be entitled to participate in any other employee benefit plans, programs, and arrangements maintained by the Company from time to time for the benefit of its senior executives, subject to the terms and conditions of such plans, programs, and arrangements.

Section 4.6 — Expense Reimbursement.

(a) During the Term, the Company shall reimburse the Executive for all reasonable, documented, and necessary business expenses incurred by the Executive in the performance of her duties hereunder, including travel expenses incurred in connection with visits to the Company's thirty-seven (37) clinic locations across the seven (7) states of operation, in accordance with the Company's expense reimbursement policies as in effect from time to time.

(b) The Executive shall submit itemized expense reports, together with supporting documentation, within sixty (60) days following the date on which the expense is incurred. The Company shall reimburse approved expenses within thirty (30) days following the Company's receipt and approval of such expense report.

(c) Notwithstanding the foregoing, the amount of expenses eligible for reimbursement under this Section 4.6 during any calendar year shall not affect the expenses eligible for reimbursement in any other calendar year, and the right to reimbursement is not subject to liquidation or exchange for any other benefit, in each case, consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

Section 4.7 — Professional Development.

(a) During the Term, the Company shall reimburse the Executive for the reasonable costs and expenses associated with continuing education courses, professional licensing and certification fees (including state licensure renewal fees in all applicable jurisdictions), and professional association memberships, in each case, to the extent that such expenses are reasonably related to the Executive's role as Chief Clinical Officer.

(b) The Executive shall submit documentation of such expenses in accordance with the Company's expense reimbursement policies, and reimbursement shall be made in accordance with the procedures set forth in Section 4.6 above.

ARTICLE V — TERMINATION OF EMPLOYMENT

Section 5.1 — Termination by the Company Without Cause or by Executive for Good Reason.

(a) Company Termination Without Cause. The Company may terminate the Executive's employment at any time without Cause upon not less than thirty (30) days' prior written notice to the Executive. During such notice period, the Company may, in its sole discretion, relieve the Executive of some or all of her duties and responsibilities and may place the Executive on "garden leave," provided that the Executive shall continue to receive her Base Salary and benefits through the effective date of termination.

(b) Executive Resignation for Good Reason. The Executive may resign her employment for Good Reason (as defined in Section 5.3(d) below) upon not less than thirty (30) days' prior written notice to the Company, subject to the notice and cure provisions set forth in Section 5.3(e) below.

(c) Severance Benefits. Subject to the Executive's execution and non-revocation of a general release of claims in the form attached hereto as Exhibit B (the "Release"), within the time period specified therein (and in no event later than sixty (60) days following the date of termination), and subject to the Executive's continued compliance with the provisions of Articles VI and VII of this Agreement and the Non-Compete Agreement, upon a termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason (other than a termination described in Section 8.2 hereof), the Executive shall be entitled to receive the following severance compensation and benefits (collectively, the "Severance Benefits"):

(i) Base Salary Continuation. Continued payment of the Executive's Base Salary, at the rate in effect immediately prior to the date of termination, for a period of twelve (12) months following the date of termination (the "Severance Period"), payable in accordance with the Company's regular payroll practices, commencing on the first regular payroll date following the date on which the Release becomes effective and irrevocable, with the first payment including a catch-up payment for any installments that would have been paid had the Release been effective on the date of termination;

(ii) Pro-Rata Annual Bonus. A pro-rata Annual Bonus for the fiscal year in which the termination occurs, determined based on actual performance for the full fiscal year, prorated for the number of days during such fiscal year that the Executive was employed by the Company, and payable at the time 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;

(iii) Continued Health Benefits. Subject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall subsidize the cost of the Executive's COBRA continuation coverage (and, to the extent applicable, coverage for the Executive's eligible dependents) for a period of twelve (12) months following the date of termination, such that the Executive's cost for such coverage shall be no greater than the amount the Executive would have paid for such coverage had the Executive remained an active employee of the Company during the Severance Period. If at any time during the Severance Period the Company determines that such subsidized COBRA coverage is not permissible under applicable law, the Company shall instead pay to the Executive a monthly taxable cash payment equal to the monthly COBRA premium that the Executive would otherwise be required to pay, less the amount the Executive would have paid as an active employee, for the remainder of the Severance Period; and

(iv) Accelerated Vesting. Accelerated vesting of any outstanding equity awards granted to the Executive under the Management Equity Program (or any successor plan) that would have vested during the twelve (12)-month period immediately following the date of termination had the Executive remained continuously employed during such period, with such accelerated vesting to be effective as of the date of termination.

(d) Accrued Obligations. In addition to the Severance Benefits described above, upon any termination of the Executive's employment, the Executive shall be entitled to receive (i) any unpaid Base Salary earned through the date of termination, (ii) payment for any accrued but unused PTO, (iii) reimbursement of any unreimbursed business expenses properly incurred prior to the date of termination in accordance with Section 4.6, and (iv) any vested benefits under any employee benefit plan in which the Executive participates, payable in accordance with the terms of such plan (collectively, the "Accrued Obligations"). The Accrued Obligations shall be paid regardless of the reason for termination and shall not be conditioned upon the Executive's execution of the Release.

Section 5.2 — Termination by the Company for Cause.

(a) Definition of Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following:

(i) The Executive's willful and material breach of this Agreement or the Non-Compete Agreement that, if curable, remains uncured for a period of thirty (30) days after the Company provides the Executive with written notice specifying in reasonable detail the nature of such breach;

(ii) The Executive's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude under the laws of the United States or any state thereof;

(iii) The Executive's commission of fraud, embezzlement, misappropriation of funds or property, or any other act of material dishonesty relating to the business or affairs of the Company or any of its affiliates;

(iv) The Executive's gross negligence or willful misconduct in the performance of her duties hereunder, including but not limited to any act or omission that causes or is reasonably likely to cause material harm to the Company's business, reputation, or relationships with patients, payors, or regulatory authorities;

(v) The Executive's material violation of the Company's written compliance policies, codes of conduct, or corporate governance policies, including without limitation the Company's healthcare regulatory compliance policies, patient privacy policies, billing and coding policies, and anti-fraud and abuse policies; or

(vi) The Executive's breach of her fiduciary duties to the Company.

(b) Procedure. Prior to any termination for Cause based on clause (i), (iv), (v), or (vi) above, the Company shall provide the Executive with written notice setting forth in reasonable detail the specific conduct or event alleged to constitute Cause and, to the extent such conduct or event is capable of cure, the Executive shall have a period of thirty (30) days following receipt of such notice to cure the same to the reasonable satisfaction of the Board. No cure period shall be required for termination based on clause (ii) or clause (iii) above.

(c) Payments upon Termination for Cause. Upon a termination of the Executive's employment by the Company for Cause, the Executive shall be entitled to receive the Accrued Obligations only. The Executive shall not be entitled to any severance compensation, Annual Bonus (whether earned or prorated), accelerated vesting of equity awards, or any other compensation or benefits from the Company except as expressly set forth in this Section 5.2(c).

Section 5.3 — Resignation by Executive Without Good Reason.

(a) Voluntary Resignation. The Executive may resign her employment with the Company at any time, with or without Good Reason, upon not less than sixty (60) days' prior written notice to the Company. The Company may, in its discretion, waive all or any portion of such notice period and accelerate the effective date of the Executive's resignation; provided, however, that if the Company accelerates the effective date of the Executive's resignation, the Executive shall continue to receive her Base Salary and benefits through the last day of the sixty (60)-day notice period.

(b) Payments upon Resignation Without Good Reason. Upon a resignation by the Executive without Good Reason, the Executive shall be entitled to receive the Accrued Obligations only. The Executive shall not be entitled to any severance compensation, Annual Bonus (whether earned or prorated), accelerated vesting of equity awards, or any other compensation or benefits from the Company except as expressly set forth in this Section 5.3(b).

(c) No Obligation to Seek Other Employment. Upon any termination of the Executive's employment, the Executive shall not be required to seek other employment or to attempt to reduce or mitigate the amount of any payments or benefits to which the Executive is entitled under this Article V. The amount of any payments or benefits provided under this Article V shall not be reduced by any compensation or benefits earned by the Executive from other employment.

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

(i) A material diminution in the Executive's title, duties, authority, or responsibilities, including without limitation the removal of the Executive from the position of Chief Clinical Officer or the assignment to the Executive of duties that are materially inconsistent with her position as Chief Clinical Officer;

(ii) A reduction in the Executive's Base Salary below Four Hundred Seventy-Five Thousand Dollars ($475,000) per annum (or such higher amount as may then be in effect) without the Executive's prior written consent;

(iii) The relocation of the Executive's principal place of employment to a location that is more than fifty (50) miles from 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215;

(iv) A material breach by the Company of any provision of this Agreement that is not cured within thirty (30) days after the Company's receipt of written notice from the Executive specifying in reasonable detail the nature of such breach; or

(v) The failure of any successor entity to the Company (whether by merger, consolidation, sale of 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 have been required to perform it had no such succession taken place.

(e) Notice and Cure Procedure. The Executive shall not be deemed to have resigned for Good Reason unless and until: (A) the Executive provides the Company with written notice specifying in reasonable detail the event or condition alleged to constitute Good Reason within ninety (90) days following the first occurrence of such event or condition; (B) the Company fails to cure such event or condition within thirty (30) days following receipt of such written notice; and (C) the Executive's resignation becomes effective within thirty (30) days following the expiration of such cure period. If the Company cures the event or condition within the thirty (30)-day cure period to the Executive's reasonable satisfaction, the Executive's notice of Good Reason shall be deemed withdrawn and the Executive's employment shall continue hereunder.

Section 5.4 — Termination Due to Death or Disability.

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

(b) Definition of Disability. For purposes of this Agreement, "Disability" shall mean the Executive's inability, by reason of physical or mental illness, injury, or incapacity, to perform the essential functions of her position (with or without reasonable accommodation) for a period of one hundred eighty (180) consecutive calendar days, or for an aggregate period of two hundred seventy (270) calendar days in any twelve (12)-month period, as certified by a licensed physician selected by the Company and reasonably acceptable to the Executive (or, if the Executive is unable to participate in such selection, to the Executive's legal representative). The determination of Disability shall be made in accordance with applicable law, including the Americans with Disabilities Act of 1990, as amended, and the Family and Medical Leave Act of 1993, as amended.

(c) Termination for Disability. The Company may terminate the Executive's employment upon a determination of Disability by providing the Executive with thirty (30) days' prior written notice of such termination. The Executive's employment shall terminate on the date specified in such notice.

(d) Payments upon Death or Disability. Upon a termination of the Executive's employment by reason of the Executive's death or Disability, the Executive (or the Executive's estate, beneficiaries, or legal representative, as applicable) shall be entitled to receive the following:

(i) The Accrued Obligations;

(ii) A pro-rata Annual Bonus for the fiscal year in which the termination occurs, determined based on actual performance for the full fiscal year, prorated for the number of days during such fiscal year that the Executive was employed by the Company, and payable at the time 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;

(iii) Continued payment of the Executive's Base Salary, at the rate in effect immediately prior to the date of termination, for a period of twelve (12) months following the date of termination, payable in accordance with the Company's regular payroll practices; and

(iv) Subject to the Executive's (or the Executive's eligible dependents') timely election of COBRA continuation coverage, the Company shall subsidize the cost of such COBRA coverage for a period of twelve (12) months following the date of termination on the same terms as set forth in Section 5.1(c)(iii) above.

(e) The payments and benefits described in Section 5.4(d)(ii) through (iv) above shall not be conditioned upon the execution of a Release.

Section 5.5 — Termination in Connection with Change of Control. If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason within twelve (12) months following a Change of Control, the Executive shall be entitled to the enhanced severance compensation and benefits set forth in Section 8.2 of this Agreement, in lieu of (and not in addition to) the Severance Benefits set forth in Section 5.1(c) above.

Section 5.6 — Board Observer; Transition Cooperation.

(a) Upon any termination or expiration of the Executive's employment for any reason, the Executive shall, at the Company's request, cooperate fully and in good faith in the orderly transition of her duties and responsibilities to her successor or such other person as the Company may designate. Such cooperation shall include, without limitation, assistance with the transfer of clinical relationships, payor relationships, and institutional knowledge, and shall continue for a reasonable period following the date of termination (not to exceed sixty (60) days), subject to the Company's payment of reasonable compensation to the Executive for time spent in transition activities following the date of termination (at a rate equivalent to the Executive's Base Salary on a per diem basis).

(b) Upon any termination or expiration of the Executive's employment for any reason, the Executive shall promptly resign from any and all officer, director, manager, or similar positions that the Executive holds with the Company or any of its subsidiaries or affiliates, and the Executive shall execute all documents reasonably requested by the Company to effectuate such resignations.

ARTICLE VI — CONFIDENTIAL INFORMATION

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

(a) trade secrets, proprietary processes, and proprietary know-how;

(b) patient data, patient lists, patient demographics, treatment histories, and clinical outcome data;

(c) clinical protocols, treatment methodologies, clinical algorithms, and evidence-based practice guidelines developed by or for the Company or CPI;

(d) business strategies, marketing plans, growth initiatives, acquisition targets, and strategic plans;

(e) financial information, including revenues, expenses, budgets, projections, pricing, margins, and cost structures;

(f) the PeakConnect patient-engagement software platform (U.S. Registration No. 5,412,887), including all source code, object code, algorithms, data structures, user interfaces, technical specifications, and related documentation and intellectual property;

(g) payor contract terms, fee schedules, reimbursement rates, and the terms and conditions of the Company's relationships with managed care organizations and health plans, including without limitation the SummitCare Health Plans relationship;

(h) employee and clinician information, including compensation data, personnel records, performance evaluations, recruitment strategies, and retention programs;

(i) vendor and supplier information, including pricing, contract terms, and vendor relationships;

(j) information relating to the Company's regulatory compliance programs, litigation strategies, and legal matters; and

(k) any and all other proprietary information of the Company or its affiliates that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from its disclosure or use.

Confidential Information shall not include information that: (x) is or becomes generally available to the public through no fault of the Executive; (y) was in the Executive's possession prior to its disclosure by the Company, as documented in the Executive's records; or (z) is independently developed by the Executive without reference to or use of the Company's Confidential Information.

Section 6.2 — Non-Disclosure Obligation. The Executive shall not, during the Term or at any time thereafter, directly or indirectly, disclose, publish, communicate, furnish, or make accessible to any person, entity, or organization, or use for her own benefit or the benefit of any third party, any Confidential Information, except (a) as required in the faithful performance of the Executive's duties hereunder, (b) as required by applicable law, regulation, or legal process (including a subpoena or court order), provided that the Executive gives the Company prompt written notice of such requirement (to the extent legally permissible) and cooperates with the Company, at the Company's expense, in seeking a protective order or other appropriate remedy to limit such disclosure, or (c) with the prior written consent of the Board. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission, or any comparable state agency, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation.

Section 6.3 — Return of Materials. Upon the termination or expiration of the Executive's employment for any reason, or at any time upon the Company's request, the Executive shall promptly return to the Company all Confidential Information (in whatever form or medium), documents, records, files, equipment, keys, access cards, computer hardware, software, data storage devices, and all other property of the Company in the Executive's possession, custody, or control, and shall not retain any copies, reproductions, or summaries thereof. The Executive shall also permanently delete all Confidential Information stored on any personal devices, cloud storage accounts, or other electronic media in the Executive's possession or control, and shall certify in writing to the Company that she has complied with this Section 6.3.

Section 6.4 — HIPAA Compliance. The Executive acknowledges and agrees that, in connection with the performance of her duties hereunder, she will have access to protected health information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder ("HIPAA"), including the Standards for Privacy of Individually Identifiable Health Information (the "Privacy Rule") and the Security Standards for the Protection of Electronic Protected Health Information (the "Security Rule"). The Executive shall comply with all applicable provisions of HIPAA, the Privacy Rule, the Security Rule, and all other applicable federal and state laws, rules, and regulations relating to the privacy and security of patient health information. The Executive shall immediately report to the Company's Privacy Officer and the Chief Executive Officer any known or suspected breach of PHI or any unauthorized access, use, or disclosure of PHI.

Section 6.5 — Survival. The Executive's obligations under this Article VI shall survive the termination or expiration of this Agreement and the Executive's employment with the Company. With respect to trade secrets (as defined under applicable law, including the Tennessee Uniform Trade Secrets Act and the Defend Trade Secrets Act of 2016), the Executive's non-disclosure obligations shall survive for so long as such information remains a trade secret under applicable law. With respect to all other Confidential Information that does not constitute a trade secret, the Executive's non-disclosure obligations shall survive for a period of five (5) years following the date of termination or expiration of the Executive's employment.

Notice Regarding the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)): An individual 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 under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal, and (B) does not disclose the trade secret, except pursuant to court order.

ARTICLE VII — INTELLECTUAL PROPERTY AND WORK PRODUCT

Section 7.1 — Assignment of Inventions. The Executive hereby agrees that all inventions, discoveries, improvements, developments, innovations, clinical methodologies, treatment protocols, software, algorithms, processes, techniques, designs, works of authorship, and other intellectual property (collectively, "Work Product"), whether or not patentable, copyrightable, or protectable as trade secrets, that are conceived, created, developed, reduced to practice, or first fixed in a tangible medium of expression by the Executive, alone or jointly with others, during the Term and that (a) relate to or are useful in the business of the Company or any of its affiliates, (b) are created using the Company's equipment, supplies, facilities, or Confidential Information, or (c) result from any work performed by the Executive for the Company, shall be the sole and exclusive property of the Company. The Executive hereby irrevocably assigns and transfers to the Company all right, title, and interest in and to all such Work Product, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein.

Section 7.2 — Cooperation. The Executive shall, at the Company's request and expense, execute all applications, assignments, instruments, and other documents, and shall take all other actions, as may be reasonably necessary or desirable to perfect, register, protect, maintain, or enforce the Company's ownership rights in any Work Product, including the prosecution and maintenance of any patent, copyright, or trademark applications and registrations. The Executive's obligations under this Section 7.2 shall survive the termination or expiration of this Agreement and the Executive's employment with the Company. If the Company is unable, after reasonable effort, to secure the Executive's signature on any such document, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive's agent and attorney-in-fact to act on behalf of the Executive and in the Executive's name, place, and stead, to execute and file any such document and to do all other lawfully permitted acts to further the purposes of this Section 7.2, with the same legal force and effect as if executed by the Executive.

Section 7.3 — Prior Inventions. The Executive has identified on Exhibit A attached hereto all inventions, clinical methodologies, original works of authorship, developments, improvements, and other intellectual property, whether or not patentable or copyrightable, that were made by the Executive prior to the Effective Date and that belong to the Executive (collectively, "Prior Inventions"), which the Executive desires to exclude from the scope of this Article VII. If no such Prior Inventions are listed on Exhibit A, the Executive represents and warrants that there are no Prior Inventions. If, in the course of the Executive's employment with the Company, the Executive incorporates any Prior Invention into any Work Product, the Executive hereby grants to the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense through multiple tiers) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Invention as part of or in connection with such Work Product.

ARTICLE VIII — CHANGE OF CONTROL PROVISIONS

Section 8.1 — Definition. For purposes of this Agreement, a "Change of Control" shall mean the occurrence of any of the following events:

(a) the sale, transfer, or disposition of all or substantially all of the assets of the Company to any person or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than Ardent Capital Partners III LP or any of its affiliates;

(b) the consummation of a merger, consolidation, or other business combination involving the Company in which the equityholders of the Company immediately prior to such transaction hold less than fifty percent (50%) of the total voting power of the equity securities of the surviving or resulting entity immediately following such transaction (excluding, for purposes of this clause (b), any transaction in which the equityholders of the Company immediately prior to such transaction hold fifty percent (50%) or more of such voting power); or

(c) the acquisition, directly or indirectly, by any person or group (other than Ardent Capital Partners III LP or any of its affiliates) of more than fifty percent (50%) of the total voting power of the outstanding equity securities of the Company, whether by purchase, merger, tender offer, exchange offer, or otherwise.

For the avoidance of doubt, the definition of "Change of Control" set forth herein is intended to be consistent with the change of control acceleration provisions set forth in the Earnout Agreement, and the Parties agree to interpret this definition in a manner that is consistent with such provisions, to the extent practicable.

Section 8.2 — Double Trigger Severance. If, within twelve (12) months following a Change of Control, the Executive's employment is terminated by the Company (or its successor) without Cause or by the Executive for Good Reason (a "Qualifying CIC Termination"), then, in lieu of the Severance Benefits set forth in Section 5.1(c) of this Agreement, and subject to the Executive's execution and non-revocation of the Release within the time period specified therein, and subject to the Executive's continued compliance with Articles VI and VII of this Agreement and the Non-Compete Agreement, the Executive shall be entitled to receive the following enhanced severance compensation and benefits:

(a) Lump-Sum Severance Payment. A lump-sum cash payment in an amount equal to eighteen (18) months of the Executive's Base Salary at the rate in effect immediately prior to the date of termination (or, if greater, at the rate in effect immediately prior to the Change of Control), payable within sixty (60) days following the date of termination (or, if later, within ten (10) days following the date on which the Release becomes effective and irrevocable). Based on the Executive's current Base Salary, the lump-sum severance payment would be Seven Hundred Twelve Thousand Five Hundred Dollars ($712,500).

(b) Target Bonus Payment. A lump-sum cash payment in an amount equal to one hundred percent (100%) of the Executive's Target Bonus for the fiscal year in which the termination occurs, payable at the same time as the lump-sum severance payment described in Section 8.2(a) above.

(c) Full Acceleration of Equity Awards. Full and immediate acceleration of the vesting of all outstanding equity awards granted to the Executive under the Management Equity Program (or any successor plan), effective as of the date of termination.

(d) Continued Health Benefits. Subject to the Executive's (or the Executive's eligible dependents') timely election of COBRA continuation coverage, the Company (or its successor) shall subsidize the cost of such COBRA coverage for a period of eighteen (18) months following the date of termination, on the same terms as set forth in Section 5.1(c)(iii) above (applied as though the "Severance Period" were eighteen (18) months).

(e) Accrued Obligations. The Executive shall also be entitled to receive the Accrued Obligations.

Section 8.3 — Section 280G Cutback.

(a) Notwithstanding any other provision of this Agreement, if any payment or benefit to be received by the Executive in connection with a Change of Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement, any other plan, arrangement, or agreement with the Company, any person whose actions result in a Change of Control, or any person affiliated with the Company or such person) (collectively, the "Total Payments") would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, such that the Executive would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Total Payments shall be reduced (but not below zero) to the extent necessary so that no portion of the Total Payments constitutes an excess parachute payment, but only if and to the extent that the net amount of the Total Payments, as so reduced (and after deduction of applicable federal, state, and local income and employment taxes on such reduced Total Payments), would be greater than or equal to the net amount of the Total Payments without such reduction (but after deduction of the Excise Tax and all applicable federal, state, and local income and employment taxes on the unreduced Total Payments) (the "Best Net Cutback").

(b) If a reduction is required under Section 8.3(a), the reduction shall be applied in the following order: (i) first, to any cash severance payments that are not subject to Section 409A of the Code; (ii) second, to any other cash payments or benefits that are not subject to Section 409A of the Code; (iii) third, to any cash severance payments that are subject to Section 409A of the Code (with reductions applied to amounts payable last in time first); (iv) fourth, to any other cash payments or benefits that are subject to Section 409A of the Code (with reductions applied to amounts payable last in time first); and (v) fifth, to the acceleration of vesting of equity awards (with reductions applied to the awards for which the latest vesting dates are accelerated first).

(c) All determinations required to be made under this Section 8.3 shall be made by a nationally recognized accounting firm or independent compensation consultant selected by the Company and reasonably acceptable to the Executive (the "Determining Firm"), which shall provide detailed supporting calculations to the Company and the Executive within fifteen (15) business days following the Executive's termination date or such earlier time as is requested by the Company. All fees and expenses of the Determining Firm shall be borne by the Company.

(d) For the avoidance of doubt, no tax gross-up payment shall be made to the Executive under this Agreement with respect to the Excise Tax or any other taxes imposed in connection with a Change of Control or the termination of the Executive's employment.

ARTICLE IX — RESTRICTIVE COVENANTS CROSS-REFERENCE

Section 9.1 — Acknowledgment of Non-Compete Agreement. The Executive acknowledges and agrees that, simultaneously with the execution and delivery of this Agreement, the Executive is entering into the Non-Competition and Non-Solicitation Agreement, dated as of June 30, 2024, between the Company and the Executive (the "Non-Compete Agreement"), which contains, among other things, a three (3)-year restrictive covenant covering the seven (7) states in which the Company operates (Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky). The Executive has had the opportunity to review the Non-Compete Agreement with counsel of her choosing and has voluntarily agreed to enter into the Non-Compete Agreement. The terms and conditions of the Non-Compete Agreement are incorporated herein by reference for all purposes.

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

Section 9.3 — Consideration. The Executive acknowledges and agrees that the consideration for the Non-Compete Agreement includes, among other things: (a) the employment provided to the Executive hereunder, including the Base Salary, Annual Bonus opportunity, and other compensation and benefits set forth in Article IV; (b) the Transaction Bonus payable under Section 4.3; (c) the Executive's receipt of proceeds from the sale of her eighteen percent (18%) equity interest in CPI pursuant to the APA; (d) the Executive's eligibility to participate in the Management Equity Program under Section 4.4; and (e) the Executive's access to the Company's Confidential Information in connection with the performance of her duties. The Executive further acknowledges that the foregoing consideration is adequate and sufficient to support the Executive's obligations under the Non-Compete Agreement.

ARTICLE X — REPRESENTATIONS AND WARRANTIES OF EXECUTIVE

Section 10.1 — No Conflicting Obligations. The Executive represents and warrants that she is not a party to any contract, agreement, understanding, or arrangement (whether oral or written) that would prevent, restrict, or impair her ability to enter into this Agreement or to fully perform her duties and obligations hereunder. The Executive further represents and warrants that her execution and delivery of this Agreement and the Non-Compete Agreement, and the performance of her obligations hereunder and thereunder, will not violate or conflict with the terms of any such contract, agreement, understanding, or arrangement. The Executive represents that she has not made any commitments or agreements that are inconsistent with her obligation

EMPLOYMENT AGREEMENT
by and between
ARDENT HEALTHCARE ACQUISITION CORP.
and
ELAINE WHITFIELD-TORRES
Dated as of June 30, 2024
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of June 30, 2024 (the "Effective Date"), by and between Ardent Healthcare Acquisition Corp., a Delaware corporation, with its principal office at c/o National Registered Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801 (the "Company" or "Employer"), and Elaine Whitfield-Torres, an individual residing in the State of Tennessee (the "Executive"). The Company and the Executive are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Company is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital"), which is managed by its general partner, Ardent Capital Management LLC, a Delaware limited liability company ("Ardent Capital Management");
WHEREAS, the Company has acquired substantially all of the assets of Cardinal Peak Industries, Inc., a Tennessee corporation ("CPI"), pursuant to that certain Asset Purchase Agreement, dated as of April 2, 2024 (the "APA"), by and between the Company, as purchaser, and CPI, as seller, and the closing of the transactions contemplated by the APA occurred on June 30, 2024 (the "Closing Date"), which is the Effective Date of this Agreement;
WHEREAS, the Executive served as Co-Founder and Chief Clinical Officer of CPI and holds eighteen percent (18%) of the outstanding shares of capital stock of CPI;
WHEREAS, the Company desires to employ the Executive, and the Executive desires to accept such employment with the Company, on the terms and conditions set forth in this Agreement;
WHEREAS, the Parties acknowledge that this Agreement is being entered into concurrently with the closing of the transactions contemplated by the APA, and that the Executive's agreement to enter into this Employment Agreement and the related Non-Competition and Non-Solicitation Agreement was a material inducement to the Company's willingness to consummate the transactions contemplated by the APA; and
WHEREAS, concurrently with the execution and delivery of this Agreement, the Executive is entering into a separate Non-Competition and Non-Solicitation Agreement of even date herewith (the "Non-Compete Agreement") with the Company, the terms and conditions of which are incorporated herein by reference to the extent expressly provided.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the employment of the Executive by the Company, the compensation and benefits to be paid and provided to the Executive by the Company, the consideration to be received by the Executive under the APA, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the APA.
Section 1.1 "Adjusted EBITDA" shall have the meaning ascribed to such term in the Earnout Agreement, dated as of June 30, 2024, by and among the Company, CPI, and the shareholders of CPI (the "Earnout Agreement").
Section 1.2 "APA" shall mean that certain Asset Purchase Agreement, dated as of April 2, 2024, by and between the Company, as purchaser, and CPI, as seller, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
Section 1.3 "Board" shall mean the Board of Directors of the Company, or, where applicable, any duly authorized committee thereof (including, without limitation, any compensation committee established by the Board).
Section 1.4 "Cause" shall have the meaning set forth in Section 5.2 of this Agreement.
Section 1.5 "Change of Control" shall have the meaning set forth in Section 8.1 of this Agreement.
Section 1.6 "Closing Date" shall mean June 30, 2024, being the date on which the closing of the transactions contemplated by the APA occurred.
Section 1.7 "Confidential Information" shall have the meaning set forth in Section 6.1 of this Agreement.
Section 1.8 "Disability" shall have the meaning set forth in Section 5.4 of this Agreement.
Section 1.9 "Earnout Agreement" shall mean the Earnout Agreement, dated as of June 30, 2024, by and among the Company, CPI, and the shareholders of CPI, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
Section 1.10 "Good Reason" shall have the meaning set forth in Section 5.3 of this Agreement.
Section 1.11 "Non-Compete Agreement" shall mean the Non-Competition and Non-Solicitation Agreement, dated as of June 30, 2024, by and between the Company and the Executive.
Section 1.12 "Term" shall mean the Employment Term as defined in Section 2.1 of this Agreement, as the same may be extended pursuant to Section 2.2 of this Agreement.
ARTICLE II — EMPLOYMENT TERM
Section 2.1 — Initial Term. The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, for a period commencing on the Effective Date and expiring on June 29, 2027 (the "Initial Term"), unless earlier terminated in accordance with the provisions of Article V of this Agreement. The Initial Term, together with any Renewal Term (as defined in Section 2.2 below), is referred to herein as the "Employment Term" or "Term."
Section 2.2 — Renewal. Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each (each such period, a "Renewal Term"), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current Term (whether the Initial Term or any Renewal Term). For the avoidance of doubt, a notice of non-renewal by the Company shall not, in and of itself, constitute a termination without Cause or give rise to Good Reason, provided that the Executive's employment terminates solely by reason of the expiration of the Term following such notice of non-renewal. A notice of non-renewal by the Executive shall be treated as a resignation without Good Reason under Section 5.3.
Section 2.3 — Survival. Notwithstanding the expiration or termination of this Agreement for any reason, the provisions of Article V (to the extent applicable to payments and benefits following termination), Article VI (Confidential Information), Article VII (Intellectual Property and Work Product), Article VIII (Change of Control Provisions, to the extent applicable following a qualifying termination), Article IX (Restrictive Covenants Cross-Reference), and Article X (Representations and Warranties of Executive), together with any other provisions of this Agreement that by their terms or by necessary implication are intended to survive, shall survive and remain in full force and effect in accordance with their respective terms.
ARTICLE III — POSITION, DUTIES, AND REPORTING
Section 3.1 — Title and Position. During the Term, the Executive shall serve as Chief Clinical Officer ("CCO") of the Company. The Executive shall have such authority, duties, and responsibilities as are customarily associated with the position of Chief Clinical Officer of a healthcare services company of the size, scope, and nature of the Company, subject to the overall direction and oversight of the Chief Executive Officer and the Board. The Executive's title and position shall not be materially diminished without her prior written consent.
Section 3.2 — Duties. In her capacity as Chief Clinical Officer, the Executive shall have overall responsibility for the following functional areas of the Company's business:
(a) Clinical Operations. Day-to-day management, direction, and oversight of all clinical operations across the Company's portfolio of thirty-seven (37) outpatient rehabilitation and behavioral health facilities, located in seven (7) states, specifically: Tennessee (fourteen (14) locations), Georgia (eight (8) locations), North Carolina (five (5) locations), South Carolina (four (4) locations), Alabama (three (3) locations), Virginia (two (2) locations), and Kentucky (one (1) location).
(b) Clinical Quality Assurance. Development, implementation, and continuous improvement of clinical quality assurance programs, clinical outcome measurement systems, and evidence-based treatment protocols across all clinical disciplines.
(c) Clinician Recruitment and Training. Oversight of the recruitment, credentialing, onboarding, training, and ongoing professional development of the Company's clinical workforce, comprising approximately one thousand four hundred fifty (1,450) licensed clinicians providing physical therapy, occupational therapy, speech-language pathology, and outpatient behavioral health counseling services.
(d) Clinical Compliance. Ensuring that all clinical operations comply with applicable federal, state, and local laws, rules, and regulations, including but not limited to the regulations of the Centers for Medicare and Medicaid Services ("CMS"), state licensing and certification requirements in each of the seven states of operation, and applicable accreditation standards.
(e) Clinical Program Development. Strategic development and oversight of clinical programs, service line expansion, and clinical innovation initiatives, including the optimization and continued development of clinical workflows utilizing the PeakConnect patient-engagement software platform.
(f) Cross-Functional Collaboration. Close collaboration with the Chief Executive Officer (Dr. Randall J. Whitfield), the Chief Financial Officer, the Chief Operating Officer, and other members of the Company's senior leadership team on matters of corporate strategy, growth initiatives, payor contracting, and operational performance.
Section 3.3 — Reporting. The Executive shall report directly to the Chief Executive Officer of the Company. In addition, with respect to matters of clinical governance, clinical quality, and clinical compliance, the Executive shall report to, and make regular presentations before, the Board or any committee thereof designated by the Board to oversee clinical affairs. The Executive shall keep the Chief Executive Officer and the Board reasonably informed regarding all material developments, concerns, and opportunities relating to the Company's clinical operations and clinical workforce.
Section 3.4 — Best Efforts; Full-Time Service. During the Term, the Executive shall devote substantially all of her business time, attention, skill, and energies to the faithful and diligent performance of her duties hereunder. The Executive shall perform her duties in a professional, ethical, and competent manner consistent with the standards of the healthcare industry and the Company's policies and procedures. Notwithstanding the foregoing, the Executive may engage in civic, charitable, educational, and professional board activities, including service on the boards of non-profit organizations and professional associations, and the management of personal investments, in each case, to the extent that such activities do not individually or in the aggregate materially interfere with the performance of her duties hereunder or create a conflict of interest. The Executive shall not serve on the board of directors of any for-profit entity without the prior written consent of the Board.
Section 3.5 — Principal Place of Employment. The Executive's principal place of employment shall be in the Nashville, Tennessee metropolitan area. The Executive's primary office shall be located at 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215 (the former headquarters of CPI), or at such other location in the Nashville metropolitan area as the Company may designate from time to time with the Executive's reasonable consent. The Executive acknowledges and agrees that her role will require regular travel to the Company's thirty-seven (37) clinic locations across the seven (7) states of operation, as well as such additional travel as may be reasonably required in connection with the performance of her duties, including attendance at industry conferences, payor meetings, and professional development events.
Section 3.6 — No Relocation. The Company shall not require the Executive to relocate her principal place of employment to a location that is more than fifty (50) miles from 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215, without the Executive's prior written consent. Any such required relocation without the Executive's prior written consent shall constitute Good Reason under Section 5.3 of this Agreement.
ARTICLE IV — COMPENSATION AND BENEFITS
Section 4.1 — Base Salary.
(a) During the Term, the Company shall pay the Executive an annual base salary of Four Hundred Seventy-Five Thousand Dollars ($475,000) (the "Base Salary"), payable in accordance with the Company's regular payroll practices as in effect from time to time (currently semi-monthly), subject to all applicable withholding and deductions required by law.
(b) The Base Salary shall be reviewed annually by the Board (or a compensation committee thereof) on or about each anniversary of the Effective Date. The Board may, in its sole discretion, increase the Base Salary from time to time; provided, however, that the Base Salary shall not be decreased below Four Hundred Seventy-Five Thousand Dollars ($475,000) per annum during the Term without the Executive's prior written consent. Any increase in Base Salary shall not reduce or limit any other obligation of the Company to the Executive under this Agreement and, once increased, the Base Salary as so increased shall constitute the "Base Salary" for all purposes of this Agreement.
Section 4.2 — Annual Bonus.
(a) For each fiscal year during the Term, the Executive shall be eligible to receive an annual performance bonus (the "Annual Bonus"). The target Annual Bonus shall be equal to fifty percent (50%) of the Executive's Base Salary as in effect at the beginning of the applicable fiscal year (i.e., an initial target Annual Bonus of Two Hundred Thirty-Seven Thousand Five Hundred Dollars ($237,500)) (the "Target Bonus").
(b) The performance criteria upon which the Annual Bonus shall be determined for each fiscal year shall be established by the Board (or a compensation committee thereof) within the first ninety (90) days of each fiscal year and shall be communicated to the Executive in writing. Such criteria shall be based upon a combination of (i) clinical quality metrics (including, without limitation, patient outcomes, patient satisfaction scores, clinician retention rates, and clinical compliance metrics), (ii) operational performance targets, and (iii) financial targets, including Adjusted EBITDA targets that are consistent with the earnout framework set forth in the Earnout Agreement.
(c) The maximum Annual Bonus payable to the Executive for any fiscal year shall not exceed one hundred percent (100%) of the Executive's Base Salary as in effect at the beginning of such fiscal year (i.e., an initial maximum Annual Bonus of Four Hundred Seventy-Five Thousand Dollars ($475,000)).
(d) The Annual Bonus, if earned, shall be paid to the Executive within seventy-five (75) days following the end of the applicable fiscal year. Except as otherwise provided in Sections 5.1, 5.4, and 8.2 of this Agreement, the Executive must be employed by the Company on the date the Annual Bonus is paid in order to be eligible to receive such payment.
(e) If the Executive is employed for less than a full fiscal year (whether by reason of the commencement of employment mid-year, termination of employment, or otherwise), the Annual Bonus for such fiscal year shall be prorated based on the number of days during such fiscal year that the Executive was employed by the Company, divided by the total number of days in such fiscal year, to the extent the Executive is entitled to an Annual Bonus for such partial year under the applicable provisions of this Agreement.
Section 4.3 — Signing / Transaction Bonus.
(a) In recognition of the Executive's agreement to enter into this Employment Agreement and the Non-Compete Agreement, and as additional consideration for the Executive's commitment to the post-closing employment arrangement, the Company shall pay to the Executive a one-time transaction bonus in the amount of Two Hundred Fifty Thousand Dollars ($250,000) (the "Transaction Bonus"), payable in a single lump sum within thirty (30) days following the Effective Date, subject to all applicable withholding and deductions required by law.
(b) The Executive's entitlement to the Transaction Bonus is conditioned upon the Executive's continued employment with the Company on the date of payment of the Transaction Bonus. If the Executive's employment is terminated by the Company for Cause or by the Executive without Good Reason prior to the payment date of the Transaction Bonus, the Executive shall forfeit all rights to the Transaction Bonus.
(c) The Parties acknowledge and agree that the Transaction Bonus constitutes, in part, consideration for the Executive's agreement to the Non-Compete Agreement and the Executive's ongoing commitment to the successful integration and transition of CPI's clinical operations to the Company following the Closing Date.
Section 4.4 — Equity / Co-Investment.
(a) The Executive shall be eligible to participate in any management equity incentive plan, co-investment program, or similar equity-based compensation arrangement established by Ardent Capital Partners III LP or its affiliates for management of the Company (the "Management Equity Program"), on such terms and conditions as shall be determined by the Board in consultation with Ardent Capital Management.
(b) The specific terms and conditions of any equity awards or co-investment opportunities made available to the Executive, including the number of units or shares, the exercise or purchase price, vesting schedule, and other material terms, shall be set forth in one or more separate equity award agreements, unit subscription agreements, or other definitive documents to be entered into by the Executive and the applicable issuing entity at such time as the Management Equity Program is established. The Company shall use commercially reasonable efforts to establish the Management Equity Program and present the Executive with the opportunity to participate therein within one hundred twenty (120) days following the Effective Date.
(c) Nothing in this Section 4.4 shall be construed to guarantee the Executive any particular level of equity participation or to obligate the Company or Ardent Capital Partners III LP to establish a Management Equity Program.
Section 4.5 — Benefits.
(a) Health, Dental, and Vision Insurance. During the Term, the Executive shall be entitled to participate in the health, dental, and vision insurance plans and programs maintained by the Company for its employees generally, on terms no less favorable than those provided to other senior executives of the Company. The Company shall use commercially reasonable efforts to ensure that such coverage is effective no later than the first day of the month following the Effective Date. To the extent there is a gap in coverage between the Closing Date and the effective date of the Company's health, dental, and vision plans, the Company shall reimburse the Executive for the cost of COBRA continuation coverage under CPI's prior group health plan.
(b) Life Insurance and Long-Term Disability Insurance. During the Term, the Company shall provide or make available to the Executive life insurance and long-term disability insurance coverage on terms no less favorable than those provided to other senior executives of the Company.
(c) 401(k) Plan. During the Term, the Executive shall be eligible to participate in the Company's tax-qualified defined contribution retirement plan (the "401(k) Plan"), when established, on the same terms as are generally applicable to other senior executives of the Company. The Parties acknowledge that CPI's prior 401(k) plan liabilities are excluded liabilities under the APA and that the Company intends to establish a new 401(k) Plan for the benefit of its employees. The Company shall use commercially reasonable efforts to establish the 401(k) Plan within one hundred twenty (120) days following the Effective Date.
(d) Paid Time Off. The Executive shall be entitled to four (4) weeks of paid time off ("PTO") per annum, in addition to all Company-observed holidays, in accordance with the Company's PTO policies as in effect from time to time. PTO shall accrue ratably during each calendar year. Accrued but unused PTO from the Executive's prior employment with CPI shall be assumed by the Company in accordance with the terms of the APA and shall carry over to the Executive's employment with the Company.
(e) Other Benefits. The Executive shall be entitled to participate in any other employee benefit plans, programs, and arrangements maintained by the Company from time to time for the benefit of its senior executives, subject to the terms and conditions of such plans, programs, and arrangements.
Section 4.6 — Expense Reimbursement.
(a) During the Term, the Company shall reimburse the Executive for all reasonable, documented, and necessary business expenses incurred by the Executive in the performance of her duties hereunder, including travel expenses incurred in connection with visits to the Company's thirty-seven (37) clinic locations across the seven (7) states of operation, in accordance with the Company's expense reimbursement policies as in effect from time to time.
(b) The Executive shall submit itemized expense reports, together with supporting documentation, within sixty (60) days following the date on which the expense is incurred. The Company shall reimburse approved expenses within thirty (30) days following the Company's receipt and approval of such expense report.
(c) Notwithstanding the foregoing, the amount of expenses eligible for reimbursement under this Section 4.6 during any calendar year shall not affect the expenses eligible for reimbursement in any other calendar year, and the right to reimbursement is not subject to liquidation or exchange for any other benefit, in each case, consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").
Section 4.7 — Professional Development.
(a) During the Term, the Company shall reimburse the Executive for the reasonable costs and expenses associated with continuing education courses, professional licensing and certification fees (including state licensure renewal fees in all applicable jurisdictions), and professional association memberships, in each case, to the extent that such expenses are reasonably related to the Executive's role as Chief Clinical Officer.
(b) The Executive shall submit documentation of such expenses in accordance with the Company's expense reimbursement policies, and reimbursement shall be made in accordance with the procedures set forth in Section 4.6 above.
ARTICLE V — TERMINATION OF EMPLOYMENT
Section 5.1 — Termination by the Company Without Cause or by Executive for Good Reason.
(a) Company Termination Without Cause. The Company may terminate the Executive's employment at any time without Cause upon not less than thirty (30) days' prior written notice to the Executive. During such notice period, the Company may, in its sole discretion, relieve the Executive of some or all of her duties and responsibilities and may place the Executive on "garden leave," provided that the Executive shall continue to receive her Base Salary and benefits through the effective date of termination.
(b) Executive Resignation for Good Reason. The Executive may resign her employment for Good Reason (as defined in Section 5.3(d) below) upon not less than thirty (30) days' prior written notice to the Company, subject to the notice and cure provisions set forth in Section 5.3(e) below.
(c) Severance Benefits. Subject to the Executive's execution and non-revocation of a general release of claims in the form attached hereto as Exhibit B (the "Release"), within the time period specified therein (and in no event later than sixty (60) days following the date of termination), and subject to the Executive's continued compliance with the provisions of Articles VI and VII of this Agreement and the Non-Compete Agreement, upon a termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason (other than a termination described in Section 8.2 hereof), the Executive shall be entitled to receive the following severance compensation and benefits (collectively, the "Severance Benefits"):
(i) Base Salary Continuation. Continued payment of the Executive's Base Salary, at the rate in effect immediately prior to the date of termination, for a period of twelve (12) months following the date of termination (the "Severance Period"), payable in accordance with the Company's regular payroll practices, commencing on the first regular payroll date following the date on which the Release becomes effective and irrevocable, with the first payment including a catch-up payment for any installments that would have been paid had the Release been effective on the date of termination;
(ii) Pro-Rata Annual Bonus. A pro-rata Annual Bonus for the fiscal year in which the termination occurs, determined based on actual performance for the full fiscal year, prorated for the number of days during such fiscal year that the Executive was employed by the Company, and payable at the time 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;
(iii) Continued Health Benefits. Subject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall subsidize the cost of the Executive's COBRA continuation coverage (and, to the extent applicable, coverage for the Executive's eligible dependents) for a period of twelve (12) months following the date of termination, such that the Executive's cost for such coverage shall be no greater than the amount the Executive would have paid for such coverage had the Executive remained an active employee of the Company during the Severance Period. If at any time during the Severance Period the Company determines that such subsidized COBRA coverage is not permissible under applicable law, the Company shall instead pay to the Executive a monthly taxable cash payment equal to the monthly COBRA premium that the Executive would otherwise be required to pay, less the amount the Executive would have paid as an active employee, for the remainder of the Severance Period; and
(iv) Accelerated Vesting. Accelerated vesting of any outstanding equity awards granted to the Executive under the Management Equity Program (or any successor plan) that would have vested during the twelve (12)-month period immediately following the date of termination had the Executive remained continuously employed during such period, with such accelerated vesting to be effective as of the date of termination.
(d) Accrued Obligations. In addition to the Severance Benefits described above, upon any termination of the Executive's employment, the Executive shall be entitled to receive (i) any unpaid Base Salary earned through the date of termination, (ii) payment for any accrued but unused PTO, (iii) reimbursement of any unreimbursed business expenses properly incurred prior to the date of termination in accordance with Section 4.6, and (iv) any vested benefits under any employee benefit plan in which the Executive participates, payable in accordance with the terms of such plan (collectively, the "Accrued Obligations"). The Accrued Obligations shall be paid regardless of the reason for termination and shall not be conditioned upon the Executive's execution of the Release.
Section 5.2 — Termination by the Company for Cause.
(a) Definition of Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any of the following:
(i) The Executive's willful and material breach of this Agreement or the Non-Compete Agreement that, if curable, remains uncured for a period of thirty (30) days after the Company provides the Executive with written notice specifying in reasonable detail the nature of such breach;
(ii) The Executive's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude under the laws of the United States or any state thereof;
(iii) The Executive's commission of fraud, embezzlement, misappropriation of funds or property, or any other act of material dishonesty relating to the business or affairs of the Company or any of its affiliates;
(iv) The Executive's gross negligence or willful misconduct in the performance of her duties hereunder, including but not limited to any act or omission that causes or is reasonably likely to cause material harm to the Company's business, reputation, or relationships with patients, payors, or regulatory authorities;
(v) The Executive's material violation of the Company's written compliance policies, codes of conduct, or corporate governance policies, including without limitation the Company's healthcare regulatory compliance policies, patient privacy policies, billing and coding policies, and anti-fraud and abuse policies; or
(vi) The Executive's breach of her fiduciary duties to the Company.
(b) Procedure. Prior to any termination for Cause based on clause (i), (iv), (v), or (vi) above, the Company shall provide the Executive with written notice setting forth in reasonable detail the specific conduct or event alleged to constitute Cause and, to the extent such conduct or event is capable of cure, the Executive shall have a period of thirty (30) days following receipt of such notice to cure the same to the reasonable satisfaction of the Board. No cure period shall be required for termination based on clause (ii) or clause (iii) above.
(c) Payments upon Termination for Cause. Upon a termination of the Executive's employment by the Company for Cause, the Executive shall be entitled to receive the Accrued Obligations only. The Executive shall not be entitled to any severance compensation, Annual Bonus (whether earned or prorated), accelerated vesting of equity awards, or any other compensation or benefits from the Company except as expressly set forth in this Section 5.2(c).
Section 5.3 — Resignation by Executive Without Good Reason.
(a) Voluntary Resignation. The Executive may resign her employment with the Company at any time, with or without Good Reason, upon not less than sixty (60) days' prior written notice to the Company. The Company may, in its discretion, waive all or any portion of such notice period and accelerate the effective date of the Executive's resignation; provided, however, that if the Company accelerates the effective date of the Executive's resignation, the Executive shall continue to receive her Base Salary and benefits through the last day of the sixty (60)-day notice period.
(b) Payments upon Resignation Without Good Reason. Upon a resignation by the Executive without Good Reason, the Executive shall be entitled to receive the Accrued Obligations only. The Executive shall not be entitled to any severance compensation, Annual Bonus (whether earned or prorated), accelerated vesting of equity awards, or any other compensation or benefits from the Company except as expressly set forth in this Section 5.3(b).
(c) No Obligation to Seek Other Employment. Upon any termination of the Executive's employment, the Executive shall not be required to seek other employment or to attempt to reduce or mitigate the amount of any payments or benefits to which the Executive is entitled under this Article V. The amount of any payments or benefits provided under this Article V shall not be reduced by any compensation or benefits earned by the Executive from other employment.
(d) Definition of Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without the Executive's prior written consent:
(i) A material diminution in the Executive's title, duties, authority, or responsibilities, including without limitation the removal of the Executive from the position of Chief Clinical Officer or the assignment to the Executive of duties that are materially inconsistent with her position as Chief Clinical Officer;
(ii) A reduction in the Executive's Base Salary below Four Hundred Seventy-Five Thousand Dollars ($475,000) per annum (or such higher amount as may then be in effect) without the Executive's prior written consent;
(iii) The relocation of the Executive's principal place of employment to a location that is more than fifty (50) miles from 8400 Crescent Ridge Parkway, Suite 200, Nashville, Tennessee 37215;
(iv) A material breach by the Company of any provision of this Agreement that is not cured within thirty (30) days after the Company's receipt of written notice from the Executive specifying in reasonable detail the nature of such breach; or
(v) The failure of any successor entity to the Company (whether by merger, consolidation, sale of 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 have been required to perform it had no such succession taken place.
(e) Notice and Cure Procedure. The Executive shall not be deemed to have resigned for Good Reason unless and until: (A) the Executive provides the Company with written notice specifying in reasonable detail the event or condition alleged to constitute Good Reason within ninety (90) days following the first occurrence of such event or condition; (B) the Company fails to cure such event or condition within thirty (30) days following receipt of such written notice; and (C) the Executive's resignation becomes effective within thirty (30) days following the expiration of such cure period. If the Company cures the event or condition within the thirty (30)-day cure period to the Executive's reasonable satisfaction, the Executive's notice of Good Reason shall be deemed withdrawn and the Executive's employment shall continue hereunder.
Section 5.4 — Termination Due to Death or Disability.
(a) Death. The Executive's employment shall terminate automatically upon the Executive's death.
(b) Definition of Disability. For purposes of this Agreement, "Disability" shall mean the Executive's inability, by reason of physical or mental illness, injury, or incapacity, to perform the essential functions of her position (with or without reasonable accommodation) for a period of one hundred eighty (180) consecutive calendar days, or for an aggregate period of two hundred seventy (270) calendar days in any twelve (12)-month period, as certified by a licensed physician selected by the Company and reasonably acceptable to the Executive (or, if the Executive is unable to participate in such selection, to the Executive's legal representative). The determination of Disability shall be made in accordance with applicable law, including the Americans with Disabilities Act of 1990, as amended, and the Family and Medical Leave Act of 1993, as amended.
(c) Termination for Disability. The Company may terminate the Executive's employment upon a determination of Disability by providing the Executive with thirty (30) days' prior written notice of such termination. The Executive's employment shall terminate on the date specified in such notice.
(d) Payments upon Death or Disability. Upon a termination of the Executive's employment by reason of the Executive's death or Disability, the Executive (or the Executive's estate, beneficiaries, or legal representative, as applicable) shall be entitled to receive the following:
(i) The Accrued Obligations;
(ii) A pro-rata Annual Bonus for the fiscal year in which the termination occurs, determined based on actual performance for the full fiscal year, prorated for the number of days during such fiscal year that the Executive was employed by the Company, and payable at the time 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;
(iii) Continued payment of the Executive's Base Salary, at the rate in effect immediately prior to the date of termination, for a period of twelve (12) months following the date of termination, payable in accordance with the Company's regular payroll practices; and
(iv) Subject to the Executive's (or the Executive's eligible dependents') timely election of COBRA continuation coverage, the Company shall subsidize the cost of such COBRA coverage for a period of twelve (12) months following the date of termination on the same terms as set forth in Section 5.1(c)(iii) above.
(e) The payments and benefits described in Section 5.4(d)(ii) through (iv) above shall not be conditioned upon the execution of a Release.
Section 5.5 — Termination in Connection with Change of Control. If the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason within twelve (12) months following a Change of Control, the Executive shall be entitled to the enhanced severance compensation and benefits set forth in Section 8.2 of this Agreement, in lieu of (and not in addition to) the Severance Benefits set forth in Section 5.1(c) above.
Section 5.6 — Board Observer; Transition Cooperation.
(a) Upon any termination or expiration of the Executive's employment for any reason, the Executive shall, at the Company's request, cooperate fully and in good faith in the orderly transition of her duties and responsibilities to her successor or such other person as the Company may designate. Such cooperation shall include, without limitation, assistance with the transfer of clinical relationships, payor relationships, and institutional knowledge, and shall continue for a reasonable period following the date of termination (not to exceed sixty (60) days), subject to the Company's payment of reasonable compensation to the Executive for time spent in transition activities following the date of termination (at a rate equivalent to the Executive's Base Salary on a per diem basis).
(b) Upon any termination or expiration of the Executive's employment for any reason, the Executive shall promptly resign from any and all officer, director, manager, or similar positions that the Executive holds with the Company or any of its subsidiaries or affiliates, and the Executive shall execute all documents reasonably requested by the Company to effectuate such resignations.
ARTICLE VI — CONFIDENTIAL INFORMATION
Section 6.1 — Definition. As used in this Agreement, "Confidential Information" means all information and data, in whatever form or medium, that is proprietary or confidential to the Company, its affiliates, or its predecessors (including CPI), and that is not generally known or available to the public, including without limitation:
(a) trade secrets, proprietary processes, and proprietary know-how;
(b) patient data, patient lists, patient demographics, treatment histories, and clinical outcome data;
(c) clinical protocols, treatment methodologies, clinical algorithms, and evidence-based practice guidelines developed by or for the Company or CPI;
(d) business strategies, marketing plans, growth initiatives, acquisition targets, and strategic plans;
(e) financial information, including revenues, expenses, budgets, projections, pricing, margins, and cost structures;
(f) the PeakConnect patient-engagement software platform (U.S. Registration No. 5,412,887), including all source code, object code, algorithms, data structures, user interfaces, technical specifications, and related documentation and intellectual property;
(g) payor contract terms, fee schedules, reimbursement rates, and the terms and conditions of the Company's relationships with managed care organizations and health plans, including without limitation the SummitCare Health Plans relationship;
(h) employee and clinician information, including compensation data, personnel records, performance evaluations, recruitment strategies, and retention programs;
(i) vendor and supplier information, including pricing, contract terms, and vendor relationships;
(j) information relating to the Company's regulatory compliance programs, litigation strategies, and legal matters; and
(k) any and all other proprietary information of the Company or its affiliates that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, other persons who can obtain economic value from its disclosure or use.
Confidential Information shall not include information that: (x) is or becomes generally available to the public through no fault of the Executive; (y) was in the Executive's possession prior to its disclosure by the Company, as documented in the Executive's records; or (z) is independently developed by the Executive without reference to or use of the Company's Confidential Information.
Section 6.2 — Non-Disclosure Obligation. The Executive shall not, during the Term or at any time thereafter, directly or indirectly, disclose, publish, communicate, furnish, or make accessible to any person, entity, or organization, or use for her own benefit or the benefit of any third party, any Confidential Information, except (a) as required in the faithful performance of the Executive's duties hereunder, (b) as required by applicable law, regulation, or legal process (including a subpoena or court order), provided that the Executive gives the Company prompt written notice of such requirement (to the extent legally permissible) and cooperates with the Company, at the Company's expense, in seeking a protective order or other appropriate remedy to limit such disclosure, or (c) with the prior written consent of the Board. Notwithstanding the foregoing, nothing in this Agreement shall prevent the Executive from reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission, or any comparable state agency, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation.
Section 6.3 — Return of Materials. Upon the termination or expiration of the Executive's employment for any reason, or at any time upon the Company's request, the Executive shall promptly return to the Company all Confidential Information (in whatever form or medium), documents, records, files, equipment, keys, access cards, computer hardware, software, data storage devices, and all other property of the Company in the Executive's possession, custody, or control, and shall not retain any copies, reproductions, or summaries thereof. The Executive shall also permanently delete all Confidential Information stored on any personal devices, cloud storage accounts, or other electronic media in the Executive's possession or control, and shall certify in writing to the Company that she has complied with this Section 6.3.
Section 6.4 — HIPAA Compliance. The Executive acknowledges and agrees that, in connection with the performance of her duties hereunder, she will have access to protected health information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder ("HIPAA"), including the Standards for Privacy of Individually Identifiable Health Information (the "Privacy Rule") and the Security Standards for the Protection of Electronic Protected Health Information (the "Security Rule"). The Executive shall comply with all applicable provisions of HIPAA, the Privacy Rule, the Security Rule, and all other applicable federal and state laws, rules, and regulations relating to the privacy and security of patient health information. The Executive shall immediately report to the Company's Privacy Officer and the Chief Executive Officer any known or suspected breach of PHI or any unauthorized access, use, or disclosure of PHI.
Section 6.5 — Survival. The Executive's obligations under this Article VI shall survive the termination or expiration of this Agreement and the Executive's employment with the Company. With respect to trade secrets (as defined under applicable law, including the Tennessee Uniform Trade Secrets Act and the Defend Trade Secrets Act of 2016), the Executive's non-disclosure obligations shall survive for so long as such information remains a trade secret under applicable law. With respect to all other Confidential Information that does not constitute a trade secret, the Executive's non-disclosure obligations shall survive for a period of five (5) years following the date of termination or expiration of the Executive's employment.
Notice Regarding the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)): An individual 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 under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal, and (B) does not disclose the trade secret, except pursuant to court order.
ARTICLE VII — INTELLECTUAL PROPERTY AND WORK PRODUCT
Section 7.1 — Assignment of Inventions. The Executive hereby agrees that all inventions, discoveries, improvements, developments, innovations, clinical methodologies, treatment protocols, software, algorithms, processes, techniques, designs, works of authorship, and other intellectual property (collectively, "Work Product"), whether or not patentable, copyrightable, or protectable as trade secrets, that are conceived, created, developed, reduced to practice, or first fixed in a tangible medium of expression by the Executive, alone or jointly with others, during the Term and that (a) relate to or are useful in the business of the Company or any of its affiliates, (b) are created using the Company's equipment, supplies, facilities, or Confidential Information, or (c) result from any work performed by the Executive for the Company, shall be the sole and exclusive property of the Company. The Executive hereby irrevocably assigns and transfers to the Company all right, title, and interest in and to all such Work Product, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein.
Section 7.2 — Cooperation. The Executive shall, at the Company's request and expense, execute all applications, assignments, instruments, and other documents, and shall take all other actions, as may be reasonably necessary or desirable to perfect, register, protect, maintain, or enforce the Company's ownership rights in any Work Product, including the prosecution and maintenance of any patent, copyright, or trademark applications and registrations. The Executive's obligations under this Section 7.2 shall survive the termination or expiration of this Agreement and the Executive's employment with the Company. If the Company is unable, after reasonable effort, to secure the Executive's signature on any such document, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive's agent and attorney-in-fact to act on behalf of the Executive and in the Executive's name, place, and stead, to execute and file any such document and to do all other lawfully permitted acts to further the purposes of this Section 7.2, with the same legal force and effect as if executed by the Executive.
Section 7.3 — Prior Inventions. The Executive has identified on Exhibit A attached hereto all inventions, clinical methodologies, original works of authorship, developments, improvements, and other intellectual property, whether or not patentable or copyrightable, that were made by the Executive prior to the Effective Date and that belong to the Executive (collectively, "Prior Inventions"), which the Executive desires to exclude from the scope of this Article VII. If no such Prior Inventions are listed on Exhibit A, the Executive represents and warrants that there are no Prior Inventions. If, in the course of the Executive's employment with the Company, the Executive incorporates any Prior Invention into any Work Product, the Executive hereby grants to the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense through multiple tiers) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Invention as part of or in connection with such Work Product.
ARTICLE VIII — CHANGE OF CONTROL PROVISIONS
Section 8.1 — Definition. For purposes of this Agreement, a "Change of Control" shall mean the occurrence of any of the following events:
(a) the sale, transfer, or disposition of all or substantially all of the assets of the Company to any person or group (as such terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than Ardent Capital Partners III LP or any of its affiliates;
(b) the consummation of a merger, consolidation, or other business combination involving the Company in which the equityholders of the Company immediately prior to such transaction hold less than fifty percent (50%) of the total voting power of the equity securities of the surviving or resulting entity immediately following such transaction (excluding, for purposes of this clause (b), any transaction in which the equityholders of the Company immediately prior to such transaction hold fifty percent (50%) or more of such voting power); or
(c) the acquisition, directly or indirectly, by any person or group (other than Ardent Capital Partners III LP or any of its affiliates) of more than fifty percent (50%) of the total voting power of the outstanding equity securities of the Company, whether by purchase, merger, tender offer, exchange offer, or otherwise.
For the avoidance of doubt, the definition of "Change of Control" set forth herein is intended to be consistent with the change of control acceleration provisions set forth in the Earnout Agreement, and the Parties agree to interpret this definition in a manner that is consistent with such provisions, to the extent practicable.
Section 8.2 — Double Trigger Severance. If, within twelve (12) months following a Change of Control, the Executive's employment is terminated by the Company (or its successor) without Cause or by the Executive for Good Reason (a "Qualifying CIC Termination"), then, in lieu of the Severance Benefits set forth in Section 5.1(c) of this Agreement, and subject to the Executive's execution and non-revocation of the Release within the time period specified therein, and subject to the Executive's continued compliance with Articles VI and VII of this Agreement and the Non-Compete Agreement, the Executive shall be entitled to receive the following enhanced severance compensation and benefits:
(a) Lump-Sum Severance Payment. A lump-sum cash payment in an amount equal to eighteen (18) months of the Executive's Base Salary at the rate in effect immediately prior to the date of termination (or, if greater, at the rate in effect immediately prior to the Change of Control), payable within sixty (60) days following the date of termination (or, if later, within ten (10) days following the date on which the Release becomes effective and irrevocable). Based on the Executive's current Base Salary, the lump-sum severance payment would be Seven Hundred Twelve Thousand Five Hundred Dollars ($712,500).
(b) Target Bonus Payment. A lump-sum cash payment in an amount equal to one hundred percent (100%) of the Executive's Target Bonus for the fiscal year in which the termination occurs, payable at the same time as the lump-sum severance payment described in Section 8.2(a) above.
(c) Full Acceleration of Equity Awards. Full and immediate acceleration of the vesting of all outstanding equity awards granted to the Executive under the Management Equity Program (or any successor plan), effective as of the date of termination.
(d) Continued Health Benefits. Subject to the Executive's (or the Executive's eligible dependents') timely election of COBRA continuation coverage, the Company (or its successor) shall subsidize the cost of such COBRA coverage for a period of eighteen (18) months following the date of termination, on the same terms as set forth in Section 5.1(c)(iii) above (applied as though the "Severance Period" were eighteen (18) months).
(e) Accrued Obligations. The Executive shall also be entitled to receive the Accrued Obligations.
Section 8.3 — Section 280G Cutback.
(a) Notwithstanding any other provision of this Agreement, if any payment or benefit to be received by the Executive in connection with a Change of Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement, any other plan, arrangement, or agreement with the Company, any person whose actions result in a Change of Control, or any person affiliated with the Company or such person) (collectively, the "Total Payments") would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, such that the Executive would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Total Payments shall be reduced (but not below zero) to the extent necessary so that no portion of the Total Payments constitutes an excess parachute payment, but only if and to the extent that the net amount of the Total Payments, as so reduced (and after deduction of applicable federal, state, and local income and employment taxes on such reduced Total Payments), would be greater than or equal to the net amount of the Total Payments without such reduction (but after deduction of the Excise Tax and all applicable federal, state, and local income and employment taxes on the unreduced Total Payments) (the "Best Net Cutback").
(b) If a reduction is required under Section 8.3(a), the reduction shall be applied in the following order: (i) first, to any cash severance payments that are not subject to Section 409A of the Code; (ii) second, to any other cash payments or benefits that are not subject to Section 409A of the Code; (iii) third, to any cash severance payments that are subject to Section 409A of the Code (with reductions applied to amounts payable last in time first); (iv) fourth, to any other cash payments or benefits that are subject to Section 409A of the Code (with reductions applied to amounts payable last in time first); and (v) fifth, to the acceleration of vesting of equity awards (with reductions applied to the awards for which the latest vesting dates are accelerated first).
(c) All determinations required to be made under this Section 8.3 shall be made by a nationally recognized accounting firm or independent compensation consultant selected by the Company and reasonably acceptable to the Executive (the "Determining Firm"), which shall provide detailed supporting calculations to the Company and the Executive within fifteen (15) business days following the Executive's termination date or such earlier time as is requested by the Company. All fees and expenses of the Determining Firm shall be borne by the Company.
(d) For the avoidance of doubt, no tax gross-up payment shall be made to the Executive under this Agreement with respect to the Excise Tax or any other taxes imposed in connection with a Change of Control or the termination of the Executive's employment.
ARTICLE IX — RESTRICTIVE COVENANTS CROSS-REFERENCE
Section 9.1 — Acknowledgment of Non-Compete Agreement. The Executive acknowledges and agrees that, simultaneously with the execution and delivery of this Agreement, the Executive is entering into the Non-Competition and Non-Solicitation Agreement, dated as of June 30, 2024, between the Company and the Executive (the "Non-Compete Agreement"), which contains, among other things, a three (3)-year restrictive covenant covering the seven (7) states in which the Company operates (Tennessee, Georgia, North Carolina, South Carolina, Alabama, Virginia, and Kentucky). The Executive has had the opportunity to review the Non-Compete Agreement with counsel of her choosing and has voluntarily agreed to enter into the Non-Compete Agreement. The terms and conditions of the Non-Compete Agreement are incorporated herein by reference for all purposes.
Section 9.2 — Breach as Cause. Any material breach by the Executive of the Non-Compete Agreement shall constitute a material breach of this Employment Agreement and shall constitute "Cause" for termination of the Executive's employment under Section 5.2(a)(i) of this Agreement, subject to the notice and cure provisions set forth therein.
Section 9.3 — Consideration. The Executive acknowledges and agrees that the consideration for the Non-Compete Agreement includes, among other things: (a) the employment provided to the Executive hereunder, including the Base Salary, Annual Bonus opportunity, and other compensation and benefits set forth in Article IV; (b) the Transaction Bonus payable under Section 4.3; (c) the Executive's receipt of proceeds from the sale of her eighteen percent (18%) equity interest in CPI pursuant to the APA; (d) the Executive's eligibility to participate in the Management Equity Program under Section 4.4; and (e) the Executive's access to the Company's Confidential Information in connection with the performance of her duties. The Executive further acknowledges that the foregoing consideration is adequate and sufficient to support the Executive's obligations under the Non-Compete Agreement.
ARTICLE X — REPRESENTATIONS AND WARRANTIES OF EXECUTIVE
Section 10.1 — No Conflicting Obligations. The Executive represents and warrants that she is not a party to any contract, agreement, understanding, or arrangement (whether oral or written) that would prevent, restrict, or impair her ability to enter into this Agreement or to fully perform her duties and obligations hereunder. The Executive further represents and warrants that her execution and delivery of this Agreement and the Non-Compete Agreement, and the performance of her obligations hereunder and thereunder, will not violate or conflict with the terms of any such contract, agreement, understanding, or arrangement. The Executive represents that she has not made any commitments or agreements that are inconsistent with her obligation

EMPLOYMENT AGREEMENT

ARDENT HEALTHCARE ACQUISITION CORP.

ELAINE WHITFIELD-TORRES

EMPLOYMENT AGREEMENT

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