Region 4 Regional Director

AOC Outreach Services

Employment Agreement

Region 4 Regional Director

EMPLOYMENT AGREEMENT Effective 9/1/2026, Andranique Goodman (“Executive”) and AOC Outreach Services, LLC, a Texas LLC (“Company”), agree:

1. TERM. Employment begins 9/1/2026 under the Client and Staff Transition Agreement (“Transition Agreement”) and continues one year, automatically renewing annually unless terminated below. If the Transition Agreement ends before transition, this Agreement ends without liability.
2. DUTIES. Executive serves as Regional Director, reporting to the CEO, overseeing assigned outpatient behavioral health, targeted case management and residential operations; QMHP supervision; staffing, documentation and training; compliant outreach, referrals and client growth; weekly reporting; program development and partnerships; and other duties assigned by the CEO. Executive shall comply with law, Medicaid/payer rules and Company policies and devote substantially all business time to Company. Conflicting outside work requires CEO consent; passive ownership under 5% of publicly traded securities is permitted.
3. LOCATION. Primary location is 6671 Southwest Fwy STE 675, Houston, TX 77074, or another reasonably directed location. Travel and agreed remote work are permitted.
4. COMPENSATION. Base Salary is $77,000 annually, paid at least monthly and reviewed annually. Executive receives a monthly bonus equal to 35% of Net Profit from Covered Clients, calculated under Exhibit A and paid within 45 days with a statement. Covered Clients include transitioned clients and active billable clients generated by Executive’s outreach/program development. Net Profit uses actual collections less specified direct costs and agreed shared overhead. Executive may review supporting records annually. Bonus percentage changes only by mutual written agreement. Executive receives $5,000 upon first reaching 100, 150, 200 and each additional 50 New Clients, without cap, if fully onboarded and billable. Quarterly system-of-record certification, reconciliation and independent accountant dispute procedures apply. Benefits are provided on terms applicable to similarly situated employees; Executive receives 3 weeks’ annual PTO, expense reimbursement and lawful indemnification. Compensation is subject to required claw backs.
5. TERMINATION. For Good Reason, Executive receives accrued amounts, earned unpaid bonus, expenses, 6 months’ Base Salary and 6 months’ COBRA reimbursement. Good Reason includes specified pay reductions, qualifying relocation, uncured material breach or failure of a successor to assume this Agreement, subject to applicable notice/cure requirements. Without Good Reason, Executive gives 30 days’ notice and receives accrued amounts only. Company may terminate for Cause for willful material failure, harmful dishonesty/misconduct/illegal activity, material breach, qualifying felony, or failure to meet established financial/client metrics, subject to cure where applicable. For Cause, unpaid incentives are forfeited. Company may terminate without Cause; after a signed/non-revoked Release, Executive receives accrued amounts, 6 months’ Base Salary and 6 months’ COBRA reimbursement. Executive resigns all Company/affiliate positions upon termination.
6. CONFIDENTIALITY. Executive shall protect and not misuse/disclose Company Confidential Information, including business, financial, operational, personnel, client, referral, technology and proprietary information, and shall comply with HIPAA/privacy laws. Client choice of provider is unrestricted.
7. RESTRICTIONS. During employment and for 2 years after, Executive shall not, to the extent enforceable by law, compete in the specified behavioral-health, counseling, case-management or residential services within 50 miles of applicable Company locations where Executive worked or had responsibility; solicit Company employees/contractors, clients or referral sources for competing services; or encourage Company relationship termination/reduction. No unlawful/protected activity is restricted. Executive shall not make defamatory/disparaging statements. Breach permits lawful equitable remedies and termination of unpaid bonus obligations.
8. COMPLIANCE. Compensation is solely for bona fide employment services and shall not depend on referrals, patient choice or unlawful conduct. Parties shall amend provisions if reasonably necessary for federal/Texas healthcare compliance while preserving the intended economics.
9. IP. All Work Product created through employment belongs exclusively to Company. Copyrightable work is work-made-for-hire where permitted; otherwise Executive assigns all rights and shall reasonably assist Company. No Company property or Confidential Information license is granted.
10. GENERAL. Texas law governs; exclusive venue is Harris County, Texas. This Agreement supersedes prior agreements on its subject except preserved Transition Agreement terms. Amendments/waivers must be written and signed by Executive and CEO. Unenforceable provisions shall be modified/severed to the maximum extent lawful. Company may assign to a successor; Executive may not assign. Written notices shall follow Section 17. Executive represents no conflicting obligations, will maintain required credentials, and is not excluded from government healthcare programs. Company may withhold taxes. Intended surviving provisions survive termination. EXHIBIT A: Net Profit equals actual Covered Client collections, less refunds/recoupments, applicable personnel compensation/benefits, Executive compensation/benefits, billing/credentialing costs, supplies, allocated facility costs and agreed ____% shared overhead. Income taxes, Transition Agreement transaction costs and unrelated extraordinary expenses are excluded. Company systems control calculations. A zero/negative quarter produces no bonus and negative Net Profit carries forward against future Net Profit.