Distribution of Compensation and Bonuses to Provider Professionals. Manager, on behalf of Provider, shall administer or arrange for the administration of the payment of all compensation and remuneration to all Provider Professionals - WC including, without limitation, all applicable bonuses, vacation pay, sick leave, retirement benefits, social security and workers’ compensation in accordance with the applicable employment agreements and other contracts and agreements. Manager also shall administer or arrange for the administration of benefits for Provider, such as health and disability insurance, life insurance and similar benefits, as Manager determines are appropriate. Compensation and benefits for employees associated with the Non Wound Care Business shall be subject to approval of PTG, except to the extent that applicable regulations mandate that delivery of benefits to employees associated with the Wound Care Business be accompanied by delivery of benefits to employees associated with the Non Wound Care Business.

Additional Provider Professionals. Provider shall use its best efforts to provide any additional Provider Professionals and/or make scheduling changes required by the level of laboratory research activity anticipated by Provider in consultation with Manager.

Insurance. Manager shall procure and maintain: # professional liability insurance covering Provider and Provider Professionals for products manufactured with commercially reasonable and prevailing levels of coverage on behalf of Provider at Provider’s expense; # adequate workers’ compensation liability insurance for Provider’s employees, including Provider Professionals, at Provider’s expense; and # a comprehensive general liability insurance policy covering the activities of Provider naming Manager, Manager’s employees, Provider and Provider Professionals as insureds at Provider’s expense.

Compensation and Bonuses. Made any payments of any bonuses or compensation other than regular salary payments, or increase in the salaries, or payment on any of its debts in the Ordinary Course of Business, to any of its ​, directors, officers, employees, independent contractors or consultants or entry into by it of any employment, severance, or similar contract with any director, officer, or employee, independent contractor or consultant; Adopted, or increased in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any of its employees;

During the Term of Employment, the Employer shall pay the Executive a salary at an annual rate of U.S. $120,000.00 (One Hundred Twenty Thousand U.S. dollars (the Base Salary). The Base Salary will be payable in monthly installments of ($10,000) Ten Thousand U.S. Dollars on the 1st day of each month commencing on the starting date of the Agreement.

“Provider Professionals – WC” shall mean all Provider Professionals participating in the operations of the Wound Care Business.

Annual Bonus: Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any) shall determine criteria for measuring Executive's accomplishments during the remainder of the 2021 fiscal year, and prior to each subsequent fiscal year during the Employment Period the Board shall likewise determine such criteria for the coming fiscal year. For each fiscal year during the Employment Period, the Executive shall be eligible to receive a bonus (the "Annual Bonus") in the amount of up to fifty percent (50%) of his annual salary, as determined by the Board, based upon Executive's accomplishment of the aforesaid criteria. The Annual Bonus shall be paid by the Company to the Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings.

Non-Competition. Provider shall cause each of its Provider Professionals to enter into a restrictive covenant agreement prohibiting the Provider Professional from competing with Provider and Manager in the form directed by Manager.

any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), commissions and bonuses payable to any ​ Employees or Former ​ Employees after the Distribution Date, without regard to when such wages, salaries, incentive compensation, commissions and bonuses are or may have been earned;

“Professional Services” shall mean services that licensed or registered Provider Professionals perform in connection with Provider’s biomedical activities.