Exhibit 10.69
TRANSITION AGREEMENT
This Transition Agreement (the “Agreement”) is entered into as of March 3, 2023 (the “Effective Date”) by and among Orthofix Medical Inc. (the “Company”) and Jon Serbousek (the “Executive”) (collectively, the “Parties”).
WHEREAS, on January 5, 2023, the Company completed the transactions contemplated by the Agreement and Plan of Merger, dated as of October 10, 2022 (the “Merger Agreement”), by and among the Company, Orca Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”) and SeaSpine Holdings Corporation, a Delaware corporation (“SeaSpine”), pursuant to which Merger Sub merged with and into SeaSpine, with SeaSpine continuing as the surviving corporation (the “Transaction”);
WHEREAS, until the closing of the Transaction on January 5, 2023 (the “Closing”), the Executive had served since November 2019 as the President and Chief Executive Officer of the Company (and as its Principal Executive Officer as contemplated by rules of the Securities and Exchange Commission (the “SEC”)) (collectively, the “Prior Officer Positions”);
WHEREAS, effective and conditioned upon the Closing, the Executive ceased to hold the Prior Officer Positions and transitioned his employment with the Company to the position of Executive Chairman of the Company;
WHEREAS, the Parties have agreed that the Executive shall continue to serve as the Executive Chairman until the date that the Company holds its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting Date”), and will remain in a non-executive, part-time employment role from the date of the 2023 Annual Meeting Date through July 5, 2023, at which time his employment relationship with the Company will cease;
WHEREAS, the Parties have previously entered into a Change in Control and Severance Agreement, made and entered into as of August 5, 2019 (the “Change in Control and Severance Agreement”);
WHEREAS, capitalized terms used, but not defined, herein shall have the meaning given such terms in the Change in Control and Severance Agreement; and
WHEREAS, the Company and the Executive desire to set forth certain promises, agreements and understandings relating to Executive’s transition from President and Chief Executive Officer of the Company to Executive Chairman of the Company.
NOW, THEREFORE, upon execution and non-revocation of this Agreement, in exchange for the terms and conditions set forth below, the Parties agree as follows:
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IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Transition Agreement as of the Effective Date.
JON SERBOUSEK /s/ Jon Serbousek Jon Serbousek
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ORTHOFIX MEDICAL INC. /s/ Keith Valentine Keith C. Valentine President and Chief Executive Officer |
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