Exhibit 10.15
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT (the “Agreement”), made this 28
th
day of January, 2008
(the “Effective Date”), is entered into among Jens
Peter Timm (“Executive”), Alphatec Spine, Inc., a
California corporation (the “ASI”), and Alphatec
Holdings, Inc., a Delaware corporation (“Parent”)
(collectively, ASI and Parent shall be referred to as the
“Company”).
1. Commencement . This
Agreement, which shall govern Executive’s employment by the
Company, shall become effective on the Effective Date and the
Executive’s employment pursuant to the terms of this
Agreement shall begin on March 10, 2008 (the
“Commencement Date”).
2. At-Will Employment . The
parties to this Agreement agree and acknowledge that the
Executive’s employment pursuant to this Agreement shall be
considered at-will. Either party may terminate this Agreement at
any time, with or without cause pursuant to the terms of this
Agreement. Similarly, the Company may change Executive’s
position, responsibilities or compensation with or without cause or
notice.
3. Title; Capacity; Office .
The Company shall employ Executive, and Executive agrees to work
for the Company initially as its Vice President, Research and
Development. Executive shall perform the duties and
responsibilities inherent in the position in which Executive serves
and such other duties and responsibilities as the President and
Chief Executive Officer (or his or her designee(s)) shall from time
to time reasonably assign to Executive. Executive shall report to
the President and Chief Executive Officer (or his or her
designee(s)).
4. Compensation and Benefits
. While employed by the Company, Executive shall be entitled to the
following (it being agreed, for the avoidance of doubt, that,
except as provided in Section 5.2, amounts payable on the
happening of any specified event will not be payable if the
Executive is not employed by the Company upon the happening of such
event):
4.1 Salary . Commencing on
the Commencement Date, the Company shall pay Executive a salary at
an annualized rate of $225,000 less applicable payroll
withholdings, payable in accordance with the Company’s
customary payroll practices.
4.2 Performance Bonus . If
Executive remains employed through the last day of a fiscal year,
Executive will be eligible to receive a discretionary cash
performance bonus each fiscal year in an amount equal to 50.0% of
the annual base salary for such fiscal year (the “Target
Bonus Amount”). The payment of the Target Bonus Amount shall
be subject to the Company’s and Executive’s achievement
of goals to be established and presented to the Executive each
fiscal year.
4.3 Fringe Benefits .
Executive shall be entitled to participate in all benefit programs
that the Company establishes and makes available to its management
employees.
4.4 Reimbursement of Expenses
During Employment . Executive shall be entitled to prompt
reimbursement for reasonable expenses incurred or paid by Executive
in connection with, or related to the performance of,
Executive’s duties, responsibilities or services under this
Agreement, upon presentation by Executive of documentation, expense
statements, vouchers and/or such other supporting information as
the Company may reasonably request. Expenses that do not comply
with applicable law will not be reimbursed under any
circumstances.
4.5 Equity . The Company will
recommend to the board of directors of the Parent that Executive
receive a grant of options to purchase 75,000 shares of the common
stock of Parent (the “Initial Grant”). If, within 60
days of the Commencement Date, the Executive’s former
employer (the “Former Employer”) exercises its option
to repurchase shares of the Former Employer’s common stock
that are held by the Executive pursuant to the exercise of the
Executive’s incentive stock options, the Company will
recommend to the board of directors of the Parent that the
Executive receive an additional grant of options to purchase 50,000
shares of the common stock of Parent (the “Repurchase
Grant”, which with the Initial Grant shall be referred to as
the “Options”). If granted, the Options shall have an
exercise price equal to the closing price of Parent’s common
stock on the date of issuance. The Options shall vest over a
four-year period in four equal amounts beginning on the first
anniversary after the date of issuance. The Options shall be
subject, in all respects, to (i) the Alphatec Holdings, Inc.
2005 Employee, Director and Consultant Stock Plan (the
“Plan”), and (ii) an Incentive Stock Option
Agreement to be entered into by the Parent and the
Executive.
4.6 Relocation Expenses . The
Company will reimburse the Executive for the reasonable Relocation
Expenses (as defined below) he incurs in selling his current home
and in transporting himself, his family, and their belongings to a
residence near the Company’s headquarters. The Company shall
make such reimbursement promptly upon presentation of reasonably
detailed documentation of the Executive’s Relocation
Expenses. For purposes hereof, “Relocation Expenses”
shall mean the following reasonable expenses incurred by the
Executive related to moving his and his family’s primary
residence from Connecticut to the Carlsbad, California area:
(i) costs of looking for a new primary residence, including
two house-hunting trips; (ii) reasonable attorneys’
fees, closing costs and brokers’ commissions (up to 6%)
associated with the sale of the Executive’s Connecticut
residence, (iii) reasonable attorneys’ fees and closing
costs associated with the purchase of the Executive’s new
residence in the Carlsbad, California area (but excluding mortgage
loan fees and points); (iv) up to three months’
temporary family housing expenses; (v) costs for the physical
movement of furniture, clothing, household effects, vehicles and
other items from the Executive’s Connecticut home to the
Carlsbad, California area. Executive shall be entitled to a full
“gross-up” for all taxes incurred in connection with
the Relocation Expenses. In addition, if the Executive is not able,
despite his reasonable best efforts, to sell his Connecticut home
within 90 days of the Commencement Date, the Company shall engage a
relocation specialist to purchase the Executive’s Connecticut
home for a price obtained by averaging three independent appraisals
of such home. To
the extent permitted
by applicable laws, the Executive shall be obligated to make a
payment to the Company equal to the Relocation Expenses immediately
upon the occurrence of any of the following events: (i) the
Executive terminates his employment or this Agreement prior to the
second anniversary of the Commencement Date, or (ii) the
Company terminates this Agreement for Cause prior to the second
anniversary of the Commencement Date. Notwithstanding the
foregoin
