This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 31, 2021 (the “Effective Date”), by and between Miromatrix Medical Inc., a Delaware Corporation (the “Company”), and Jeff Ross (the “Executive”).
A.The Executive has been employed by the Company as its Chief Executive Officer.
B.The Company desires to continue to employ the Executive upon and subject to the terms and conditions set forth in this Agreement.
C.The Executive is willing to accept such employment with the Company upon and subject to the terms of this Agreement.
D.In connection with the Executive’s employment with the Company, the Executive has had and will continue to have access to confidential, proprietary and trade secret information of the Company and its subsidiaries, parents, or affiliates, which confidential, proprietary and trade secret information the Company desires to protect from unauthorized or illegal use or disclosure.
NOW, THEREFORE, in consideration of the premises, and the promises and agreements set forth below, the parties, intending to be legally bound, agree as follows:
1.Employment. Subject to the terms and conditions set forth in this Agreement, the Company agrees to continue to employ the Executive as its Chief Executive Officer, and the Executive accepts such employment with the Company.
2.Term. Unless terminated at an earlier date in accordance with Section 5, the term of the Executive’s employment with the Company pursuant to the terms and conditions set forth in this Agreement will commence on the Effective Date and continue until terminated in accordance with this Agreement. Executive’s period of employment under this Agreement shall be referred to as the “Term.” If the Executive remains employed by the Company after the Term ends for any reason, then such continued employment shall be according to the terms and conditions established by the Company from time to time (provided that any provisions of this Agreement that by their terms survive the termination of the Term shall remain in full force and effect).
3.Duties and Limitations.
(a)Duties. During the Term, the Executive will devote the Executive’s full business time, attention and efforts to the business and affairs of the Company and faithfully and diligently perform in a competent and professional manner, to the best of the Executive’s ability, all of the duties and responsibilities hereunder in accordance with applicable state and federal laws and regulations. During the Term, the Executive will perform such duties as normally attendant or