ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS.
(e) Material Compensatory Plans, Contracts, or Arrangements

On February 29, 2024, the Board of Directors (the "Board") of OrthoPediatrics Corp. (the "Company") adopted the OrthoPediatrics Corp. 2024 Incentive Award Plan (the "2024 Plan"), subject to stockholder approval, which was obtained at the 2024 Annual Meeting of Stockholders held on May 24, 2024. The 2024 Plan is intended to serve as the successor to the OrthoPediatrics Corp. 2017 Incentive Award Plan (the "2017 Plan") and no further awards will be granted under the 2017 Plan. The 2024 Plan has been designed to promote the success and enhance the value of the Company by linking the individual interests of the Company's directors, employees, consultants, and advisors to those of the Company's stockholders. The 2024 Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of directors, employees, consultants, and advisors.

The material terms of the 2024 Plan are described in "Proposal 3 - Vote on the Company's 2024 Incentive Award Plan" in the Company's definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 8, 2024 (the "Proxy Statement"), which description is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K.

The form of Restricted Stock Award Agreement for use with the 2024 Plan sets forth the standard terms and conditions that apply to grants of Restricted Stock pursuant to the 2024 Plan, although awards may be granted under the 2024 Plan that deviate from these standard terms and conditions.

The descriptions of the 2024 Plan and the form of Restricted Stock Award Agreement contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2024 Plan and the form of Restricted Stock Award Agreement, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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OrthoPediatrics Corporation published this content on 28 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2024 12:02:05 UTC.