Exhibit 10.70
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 Doug Rice (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 served as the Company’s Chief Financial Officer (and as its Principal Financial and Accounting Officer as contemplated by rules of the Securities and Exchange Commission (the “SEC”)) (collectively, the “Officer Positions”);
WHEREAS, effective and conditioned upon the Closing, the Executive ceased to hold the Officer Positions and transitioned his employment with the Company to a non-officer role where he is providing assistance with integration activities in connection with the Transaction (the “Transition Role”);
WHEREAS, the Parties have agreed that the Executive shall continue to serve in a non-executive, employment role through June 30, 2023, at which time his employment relationship with the Company will cease;
WHEREAS, the Parties have previously entered into an Amended Change in Control and Severance Agreement, made and entered into as of November 1, 2016 (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 the Transition Role.
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.
DOUG RICE /s/ Doug Rice Doug Rice
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ORTHOFIX MEDICAL INC. /s/ Keith Valentine Keith Valentine President and Chief Executive Officer |
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