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Partnership & Ownership Employee Program

Carolina Pintos Therapy, PLLC
11777A Katy Freeway Suite 260 South,
Houston, TX 77079

EMPLOYEE OWNERSHIP AGREEMENT

This Ownership Agreement (“Agreement”) is made and entered into as of June 17, 2025, by and between Carolina Pintos Therapy, PLLC, a Texas professional limited liability company (“Company”), and the undersigned employee of the Company (“Employee”).

As part of the Company’s commitment to recognizing exceptional dedication and performance, this Agreement celebrates the Employee’s meaningful contributions to Carolina Pintos Therapy. The Company is proud to extend this ownership opportunity as part of an internal Employee Ownership Program, designed to reward those who help shape the Company’s success and future. By awarding a share in the Company’s growth, we honor the Employee’s loyalty, trust, and ongoing impact. Congratulations on earning this milestone.

1. Ownership Grant

Subject to the terms and conditions herein, the Company hereby grants the Employee a one percent (1%) ownership interest in the Company (the “Ownership Interest”), to be evidenced by a formal Certificate of Ownership issued by the Company.

2. Vesting and Eligibility Conditions

The Ownership Interest shall only vest and become exercisable for cash-out upon the following conditions being met in full:

A bona fide sale of the Company to a third party, as defined by transfer of at least 51% of equity or control.
The Employee remains actively employed by the Company through the date of sale.
The Employee continues in their role for a minimum of one (1) year following the closing of the sale, or until such time the buyer formally releases the Employee from post-sale responsibilities in writing.

3. Forfeiture of Rights

The Employee shall permanently forfeit any and all rights to the Ownership Interest under the following circumstances:

Voluntary resignation from the Company prior to the sale or before completing the post-sale transition period.
Involuntary termination for any reason, including layoff or dismissal, prior to vesting.
Any breach of this Agreement or conduct deemed materially detrimental to the Company, as determined by Company leadership in good faith.

There shall be no clawbacks, dilution, or expiration of the Ownership Interest provided that the conditions in Section 2 are fully met and maintained.

4. Certificate and Acknowledgment

Upon execution of this Agreement, the Company shall issue the Employee a Certificate of Ownership, signifying the right to 1% ownership contingent upon fulfillment of the conditions herein. This certificate is symbolic and has no cash or equity value until vesting conditions are satisfied.

5. Illustrative Example

As of the date of this Agreement, the estimated fair market value of Carolina Pintos Therapy, PLLC is approximately one million eight hundred thousand dollars ($1,800,000). Based on this valuation, a one percent (1%) ownership interest would equate to approximately eighteen thousand dollars ($18,000) if the Company were sold today.

Looking ahead, the Company anticipates substantial growth, with plans to expand to two to three locations within the next five to seven years. Based on current business performance and industry trends, the projected valuation at that time could reasonably fall between seven million dollars ($7,000,000) and ten million dollars ($10,000,000). If these projections are realized, the value of a one percent (1%) ownership stake would increase accordingly.

These figures are illustrative only and represent good faith projections—not promises or guarantees. The Company makes no representation or warranty regarding future valuation or the timing of any potential sale. No party shall be held liable for changes in market conditions, operational outcomes, or other factors affecting these projections.

6. Entire Agreement

This Agreement contains the full and complete understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings. No amendments or modifications shall be valid unless made in writing and signed by both parties.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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June 17, 2025 3:30 pm CST

Partnership & Ownership Employee Program Uploaded by Carolina Miranda Pintos - [email protected] IP 2601:2c1:8e01:7d40:b464:8f:9d1e:e188