Exhibit 10.10
RETENTION BONUS AGREEMENT
This Retention Bonus Agreement (the “Retention Agreement”) is made and entered into as of this 31st day of March, 2025 by and between QHM Holdings Inc., a Delaware corporation (the “Company”) and Thomas Roehrig (the “Employee”), who agree as follows:
Employee renders services to the Company and circumstances exist that make it desirable for the Company to incentivize Employee to remain at the Company to ensure continuity of profitable operations through a possible transaction; and
Now, therefore, in consideration of the foregoing recitals, it is mutually agreed as follows:
| (A) | To induce Employee to remain employed by the Company and/or its affiliates from the date hereof through the consummation of any change of control transaction (a “Transaction”), the Company agrees to pay Employee a separate Retention Bonus in the amounts and timeframes set forth below. Nothing herein is intended to guarantee employment by the Company through the date of a Transaction, but rather to incentivize Employee not to leave voluntarily before such a Transaction is consummated. |
| (B) | Cause. “Cause” shall include: |
| (i) | The conviction of Employee of, or the entering of a plea of “guilty” or “no contest” to, a felony offense or a misdemeanor involving moral turpitude as defined under Ohio Revised Code 4776.10; or |
| (ii) | The commission by Employee of an act of fraud upon Company; |
| (iii) | The misappropriation, or attempted misappropriation, by Employee of any funds or property of Company; or |
| (iv) | The failure by Employee to perform his obligations and responsibilities as an employee of Company which failure continues after the delivery of written notice to Employee of such failure and that the continuation of such failure will result in the termination of Employee for Cause, provided that this provision shall not apply to such failure resulting from Employee’s incapacity due to physical or mental illness; or |
| (v) | The willful act, willful failure to act, willful misconduct or gross negligence by Employee that is materially injurious to Company; or |
| (vi) | Employee’s drug or alcohol addiction that materially impairs Employee’s ability to perform normal business activities; or |
| (vii) | The engagement by Employee in any activity that would constitute a breach of the covenants not to compete or disclose confidential information between Employee and the Company. |
| (C) | Good Reason. “Good Reason” to resign Employee’s employment shall mean any of the following without Employee’s consent: |
| (i) | Employee has been assigned duties and responsibilities that are either materially inconsistent with or a reduction of the position duties, responsibilities, status, or authority; |
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| (ii) | the reduction of Employee’s Base Salary or bonus opportunity; |
| (iii) | the relocation of Employee’s principal place of employment by more than forty (40) miles; and |
| (iv) | the Company’s breach of any of its material obligations under this Retention Agreement. |
Provided, however, that “Good Reason” shall not exist unless Employee has first provided written notice to the Company/Purchaser of the occurrence of one or more of the conditions under clauses 1(C)(i)-(iv) above within ninety (90) days of the condition’s occurrence and such condition is not fully remedied by the Company/Purchaser within thirty (30) days after the Company’s/Purchaser’s receipt of written notice from Employee.
EACH PARTY HAS CAREFULLY READ THIS RETENTION AGREEMENT, FULLY UNDERSTANDS THIS RETENTION AGREEMENT, AND SIGNS IT AS THE PARTY’S OWN FREE ACT. EACH PARTY HAS CONSULTED WITH COUNSEL ABOUT ITS TERMS OR HAS FREELY CHOSEN NOT TO DO SO. IN SIGNING THIS RETENTION AGREEMENT, NO PARTY IS RELYING ON ANY FACT, STATEMENT OR ASSUMPTION NOT SPECIFICALLY SET FORTH IN THIS RETENTION AGREEMENT.
QHM HOLDINGS INC. By:/s/ Gregory Crawford Its Chairman of the Board of Directors and Chief Executive Officer | Employee /s/ Thomas Roehrig Thomas Roehrig |
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