This EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of April 13, 2017 by and between Amendia, Inc. (the Company) and Steve McGowan (the Executive), and is effective as of the date set forth above (the Effective Date).
WHEREAS, the Executive possesses certain experience and expertise that qualify him to provide the direction and leadership required by the Company; and
WHEREAS, the Company desires to employ the Executive as a senior executive of the Company and the Executive wishes to accept such employment;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:
1. Position and Duties.
(a) Effective as of the Effective Date, the Executive will be employed by the Company, on a full-time basis, as Chief Integration Officer and General Manager-West of the Company and Spinal Elements, Inc. In addition, the Executive may be asked from time to time to serve as a director or officer of one or more of the Companys Affiliates, without further compensation.
(b) The Executive agrees to perform the duties of his position as set forth further in Exhibit A and such other duties as may reasonably be assigned to the Executive from time to time, consistent with the Executives position. The Executive also agrees that, while employed by the Company, he will devote his full business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business interests of the Company and its Affiliates and to the discharge of his duties and responsibilities for them. The Executive may be required to travel out of town from time to time, subject to business needs, provided that he will not be required to engage in such travel for (i) more than fifteen (15) days per calendar quarter or (ii) more than four (4) consecutive days for any one business trip.
(c) The Executive agrees that, while employed by the Company, the Executive will comply with all written Company policies, practices and procedures and all written codes of ethics or business conduct applicable to his position, as in effect from time to time.
2. Compensation and Benefits. During the Executives employment hereunder, as compensation for all services performed by the Executive for the Company and its Affiliates and subject to the Executives full performance of his obligations hereunder, the Company will provide the Executive the following compensation and benefits:
(a) Base Salary. The Company will pay the Executive a base salary at the rate of $300,000 per year, payable in accordance with the regular payroll practices of the Company and subject to annual review and adjustment by the Board of Directors (the Board) of KAMD Holdings, Inc. (Parent) in its discretion (as adjusted, from time to time, the Base Salary), provided that the Board shall only reduce the Base Salary in connection with an across-the-board reduction that applies to similarly-situated executives of the Company.