Exhibit 10.1


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”),
made this 4th day of August, 2006 (the “Commencement Date”),
is entered into among Ronald G. Hiscock (“Executive”), Alphatec Spine, Inc., a
California corporation (the “ASI”), and Alphatec Holdings, Inc., a Delaware
corporation (“Parent”) (collectively, ASI and Parent shall be referred to as
the “Company”).


1.    Commencement.  This Agreement shall become effective on the
Commencement Date and shall govern Executive’s employment by the Company for
the period set forth in Section 2 hereof.


2.    Term
of Employment.


Unless Executive’s
employment is terminated pursuant to Section 5 below, Executive shall be
employed by the Company pursuant to the terms of this Agreement for three years
from the Commencement Date (“Initial Term”), and for successive twelve-month
periods thereafter (each, a “term,” and collectively the “Employment Period”),
unless the Company or the Executive delivers to the other, at least 30 days
prior to the end of a term, written notice specifying that the Executive’s
employment will not be renewed at the end of the then-applicable term of the
Agreement.  A notice by the Company of
non-renewal shall be treated as a Termination Without Cause under Section 5.2
as of the end of the then-applicable term of the Agreement.


3.    Title;
Capacity; Office.


(a)           The
Company shall employ Executive, and Executive agrees to work for the Company,
as its President and Chief Executive Officer. 
The Executive shall perform the duties and responsibilities inherent in
the positions in which he serves and such other duties and responsibilities as
shall from time to time be reasonably assigned to him by the Company’s Board
(which term shall mean the Boards of Directors of both ASI and Parent acting
together, if the Boards have the same membership, or, if the memberships are
not the same, shall mean the Board of Directors of Parent only).  The Executive shall report to the Board.  During the term of his employment hereunder,
Executive shall also serve as a member of the Board of Directors of both ASI
and Parent.


(b)           Executive’s
office shall be located at the Company’s headquarters in Carlsbad, California,
or at such other corporate headquarters approved by the Board.  Notwithstanding the preceding sentence,
Company agrees that Executive will retain his residence in the Philadelphia
area.


4.    Compensation
and Benefits.  While employed by the
Company, Executive shall be entitled to the following (it being agreed, for the
avoidance of doubt, that, except as provided in Section 6.2, amounts payable on
the happening of any specified event will not be payable if the Executive is
not employed by the Company upon the happening of such event):











4.1           Salary.  Commencing on the Commencement Date, the
Company shall pay Executive an annual base salary of $500,000.00, less
applicable payroll withholdings, payable in accordance with the Company’s
customary payroll practices, with salary increases, if any, to be determined by
the Board on an annual basis in January of each subsequent year of Executive’s
employment.


4.2           Performance
Bonus.  Executive will be eligible to
receive a cash performance bonus each fiscal year in an amount equal to 100% of
the annual base salary for such fiscal year (the “Total Bonus Amount”) based on
Executive’s achievement of quarterly and annual performance objectives
established by the Board at the beginning of each fiscal year.  Up to twelve and a half percent (12.5%) of
the Total Bonus Amount shall be payable within 30 days of the end of each
fiscal quarter (for a total of up to 50% of the Total Bonus Amount), based on
Executive’s achievement of quarterly objectives, and up to fifty percent (50%)
of the Total Bonus Amount shall be payable within 30 days after the end of the
fiscal year, based on Executive’s achievement of annual objectives.  For fiscal year 2006, the Total Bonus Amount
shall be based on the preexisting objectives established by the Board for such
year.


4.3           IPO
Bonus.  Upon the closing of an
underwritten initial public offering by the Parent, Executive shall receive a
bonus of $300,000, less applicable payroll withholdings.


4.4           Sale of Parent.  Upon the Sale of Parent, Executive shall
receive a cash bonus payable contemporaneously with the closing of such sale,
that is equal to the following: (i) if Parent is sold for under $300,000,000,
Executive would be entitled to a lump-sum bonus of $500,000; (ii) if Parent is
sold for $300,000,000, Executive would be entitled to a lump-sum bonus of $1,000,000;
and (iii) if Parent is sold for greater than $300,000,000, Executive would be
entitled to a lump-sum bonus equal to $1,000,000, plus one percent (1.0%) of
the amount by which the sale price exceeds $300,000,000.  A “Sale of Parent” shall be deemed to occur
upon the purchase by one person or a group of persons for cash or other
consideration of more than 80% of the capital stock or assets of the Parent;
provided that a “Sale of Parent” shall not be deemed to have occurred in the
event of the transfer of stock or assets in a transaction that would not result
in a Change in Control (as hereinafter defined).


4.5           Fringe
Benefits.  Executive shall be
entitled to the benefits set forth in Schedule I.  To the extent that any income or employment
taxes are due with respect to the benefits set forth on Schedule I, the
Company shall provide the Executive with a “gross up payment” equal to the
taxes due in connection with such benefits and the gross up payment.  Executive shall also be entitled to
participate in all benefit programs that the Company establishes and makes
available to its management employees. 
Executive will also be entitled to take fully paid vacation in
accordance with Company policy, which shall be not less than four (4) weeks per
calendar year, with no forfeiture for unused vacation days.


4.6           Reimbursement
of Expenses.  Executive shall be
entitled to prompt reimbursement for reasonable expenses incurred or paid by
him in connection with, or related to the performance of, his duties, responsibilities
or services under this Agreement, upon presentation by Executive of
documentation, expense statements, vouchers and/or such other supporting
information as the Company may reasonably request.



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4.7           Equity.


(a)           The
parties agree and acknowledge that on June 7, 2005 (the “Grant Date”),
Executive was granted restricted shares of Series A-1 Common Stock (the “Restricted
Shares”) of Parent representing approximately 2% of Parent’s outstanding common
stock.  Upon the termination of Executive’s
employment, all Restricted Shares that have not vested shall be repurchased by
Parent for an aggregate of $1.00. 
Seventy-five percent (75%) of such Restricted Shares will vest over a
5-year period in equal amounts beginning on the first anniversary of the Grant
Date, and will vest immediately upon a Change in Control.  Twenty-five percent (25%) of such Restricted
Shares shall vest upon the closing of an underwritten initial public offering
of the stock of Parent stock (an “IPO”), if such IPO occurs on or before December
31, 2006, provided, however, that if in the reasonable judgment of the Board any delay of the IPO is attributable to
market conditions or other factors not related to Parent and its operations, then such vesting date
shall be extended at the discretion of the Board.  All Restricted Shares that have not
previously vested shall vest upon a Change in Control of Parent.  For purposes of this Agreement, a “Change in
Control” shall occur on the date after the Commencement Date that: (i) any one
person, entity or group acquires ownership of capital stock of Parent that,
together with the capital stock of Parent already held by such person, entity
or group, constitutes more than 50% of the total fair market value or total
voting power of the capital stock of Parent; provided, however, if any one
person, entity or group is considered to own more than 50% of the total fair
market value or total voting power of the capital stock of Parent, the
acquisition of additional capital stock by the same person, entity or group
shall not be deemed to be a Change in Control; (ii) a majority of members of
the Board is replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Board prior to
the date of the appointment or election; or (iii) any one person, entity or
group acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person, entity or group) assets from
Parent that have a total gross fair market value at least equal to 80% of the
total gross fair market value of all of the assets of Parent immediately prior
to such acquisition or acquisitions; provided, however, a transfer of assets by
Parent shall not deemed to be a Change in Control if the assets are transferred
to (A) a shareholder of Parent (immediately before the asset transfer) in
exchange for or with respect to its capital stock in Parent, (B) an entity, 50%
or more of the total value or voting power of which is owned, directly or
indirectly, by Parent, (C) a person, entity or group that owns, directly or
indirectly, 50% or more of the total value or voting power of all the
outstanding capital stock of Parent, or (D) an entity, at least 50% of the
total value or voting power of which is owned, directly or indirectly, by a
person, entity or group described in subparagraph (C) above.  In all respects, the definition of “Change in
Control” shall be interpreted to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, and the provisions of Treasury Notice 2005-1,
and any successor statute, regulation and guidance thereto (provided, however,
that Parent does not guarantee any tax treatment of any payment or benefit in
this Agreement).


(b)           The
Restricted Shares shall also be subject to the terms of the agreement
underlying the Restricted Shares and the Shareholders’ Agreement entered into
by Parent and the holders of the other shares of Series A-1 Common Stock.  In the event of any conflict between the
terms of such agreements and the terms of this Agreement, the terms of this
Agreement shall govern.



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5.    Termination
of Employment.  The Executive’s
employment shall terminate upon the occurrence of any of the following:


5.1           Termination
by the Company for Cause.  At the
election of the Company, for Cause.  For
the purposes of this Section 5.1, “Cause” for termination shall be deemed to
exist upon the occurrence of any of the following:


(a)           a written finding by
the Board made after reasonable investigation that Executive has engaged in dishonesty,
gross negligence or gross misconduct that is injurious to the Company, and
notice to such Executive of such written finding;


(b)          Executive’s conviction
or entry of a plea of nolo contendere to any felony or any crime involving
moral turpitude, fraud or embezzlement of Company property; and


(c)           a written finding by
the Board that Executive has engaged in a material breach of this Agreement,
and that, after written notice of the right to cure within sixty (60) days, has
not cured such material breach.


5.2           Termination
Without Cause.  At the election of
the Company, without Cause, at any time, upon thirty (30) days written notice
to Executive.  Except as provided in
Section 3(a) hereof, any material change in the duties or reporting
responsibilities of Executive shall be treated, at the election of Executive,
as a termination without cause.


5.3           Voluntary
Termination.   At the election of the
Executive, for any reason, upon thirty (30) days notice to the Company.


6.    Effect
of Termination.


6.1           Termination
for Cause or at the Election of Executive. 
In the event that Executive’s employment is terminated for Cause
pursuant to Section 5.1 or at the Election of the Executive pursuant to Section
5.3, the Company shall have no further obligations under this Agreement other
than to pay to Executive the base salary and benefits, including payment for
accrued but untaken vacation days, otherwise payable to him under Sections 4.1
through 4.5 respectively through the last day of his actual employment by the
Company (collectively, the “Accrued Obligations”).


6.2           Termination
by the Company Without Cause.  In the
event that Executive’s employment is terminated pursuant to Section 5.2:  the Company shall: (a) pay to Executive the
Accrued Obligations plus two times his annual base salary and 65% of his
targeted Total Bonus Amount then in effect, or three times such annual base
salary and 65% of his targeted Total Bonus Amount if such termination occurs
within twelve months following a Change in Control (a “Termination on CIC”),
less applicable withholdings, in a lump sum to be paid within 30 days of
termination; (b) provide health and dental insurance benefits as set forth in
Section 4.5 for a twenty-four month period, or a thirty-six month period if
such termination is a Termination on CIC; (c) pay to Executive a lump sum cash
equivalent of the value of all other fringe benefits provided to Executive
pursuant to Section 4.5 above immediately prior to such termination, valued at
the cost to the Company of such other fringe benefits over a twenty-four



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month period, or a thirty-six month period if
such termination is a Termination on CIC, and paid within 30 days of
termination; and (d) pay to Executive a bonus payment pursuant to Section 4.2
for the fiscal year in which Executive is terminated, with such amount being
equal to the Total Bonus Amount for such year (less all amounts of the Total
Bonus Amount that have been paid in such year) multiplied by the quotient of
the number of full or partial weeks Executive was employed during such fiscal
year divided by 52, and payable within 30 days of termination.  Executive’s Restricted Shares shall continue
to vest for twenty-four months following such termination.


6.3           Section  409A of the Internal Revenue Code. 
This Agreement is intended to comply with the “short-term deferral” rule of the
regulations under section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”) and, as a result, not to be subject to Section 409A.  If and to the extent that section 409A does
apply to any payments under this Agreement, such payments shall be paid only
upon an event permitted under 409A and at the earliest date permitted by
Section 409A.


7.    Non-disclosure
and Non-competition.


7.1           Proprietary
Information.


(a)           Executive agrees
that all information and know-how, whether or not in writing, of a
private, secret or confidential nature concerning the Company’s business or
financial affairs (collectively, “Proprietary Information”) is and shall be the
exclusive property of the Company.  By
way of illustration, but not limitation, Proprietary Information may include
inventions, products, processes, methods, techniques, formulas, compositions,
compounds, projects, developments, plans, research data, clinical data,
financial data, personnel data, computer programs, and customer and supplier
lists.  Executive will not disclose any
Proprietary Information to others outside the Company or use the same for any
unauthorized purposes without written approval by an officer of the Company,
either during or after his employment, unless and until such Proprietary
Information has become public knowledge without fault by Executive.


(b)          Executive agrees
that all files, letters, memoranda, reports, records, data, sketches,
drawings, laboratory notebooks, program listings, or other written,
photographic, or other tangible material containing Proprietary Information,
whether created by Executive or others, which shall come into his custody or
possession, shall be and are the exclusive property of the Company to be used
by Executive only in the performance of his duties for the Company.


(c)           Executive
agrees that his obligation not to disclose or use information, know-how and
records of the types set forth in paragraphs (a) and (b) above, also extends to
such types of information, know-how, records and tangible property of
subsidiaries and joint ventures of the Company, customers of the Company or
suppliers to the Company or other third parties who may have disclosed or
entrusted the same to the Company or to Executive in the course of the Company’s
business.


(d)          Executive agrees that all Creations (as
herein defined) shall be the property of the Company.  “Creations” shall mean all ideas, prospect
and customer lists, inventions, research,



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plans for products or services, potential marketing and sales
relationships, business development strategies, marketing plans, designs,
logos, branding, layouts, templates, computer software (including, without
limitation, source code), computer programs, original works of authorship,
copyrightable expression, characters, know-how, trade secrets, information,
data, developments, discoveries, improvements, modifications, technology,
methodologies, algorithms and designs, whether or not subject to patent or
copyright protection, made, conceived, expressed, developed, or actually or
constructively reduced to practice by Executive solely or jointly with others
to the extent relating to or otherwise in connection with Executive’s
employment by the Company.   Executive
agrees to cooperate in all respects regarding requests by the Company relating
to the Company’s intellectual property rights in the Creations, whether such
cooperation is required during or after the termination of the employment
period.


7.2           Noncompetition;
Nonsolicitation; Nondisparagement.


(a)           During
his employment with the Company, Executive shall not, directly or indirectly,
render services of a business, professional or commercial nature to any other
person or entity that competes with the Company’s business, whether for compensation
or otherwise, or engage in any business activities competitive with the Company’s
business, whether alone, as an Executive, as a partner, or as a shareholder
(other than as the holder of not more than one percent of the combined voting
power of the outstanding stock of a public company), officer or director of any
corporation or other business entity, or as a trustee, fiduciary or in any
other similar representative capacity of any other entity.  Notwithstanding the foregoing, the
expenditure of reasonable amounts of time as a member of other companies’ Board
of Directors shall not be deemed a breach of this if those activities do not
materially interfere with the services required under this Agreement.


(b)          For
a period of one (1) year after termination of Executive’s employment for any
reason, Executive will not recruit solicit or induce, or attempt to induce, any
employee or employees of the Company to terminate their employment with, or
otherwise cease their relationship with, the Company; provided, however,
that this provision shall not apply in the event a Termination on CIC.


(c)           During
his employment with the Company and at all times thereafter, Executive shall
not make any statements that are professionally or personally disparaging
about, or adverse to, the interests of the
Company or any of its
divisions, affiliates, subsidiaries or other related entities, or their
respective directors, officers, employees, agents, successors and assigns
(collectively, “Company-Related Parties”), including, but not limited to, any
statements that disparage any person, product, service, finances, financial
condition, capability or any other aspect of the business of any
Company-Related Party, and
that Executive will not engage in any conduct which could reasonably be
expected to harm professionally or personally the reputation of any
Company-Related Party.


7.3           If
any restriction set forth in this Section 7 is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to



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extend only over the maximum period of time, range of activities or
geographic area as to which it may be enforceable.


7.4           The
restrictions contained in this Section 7 are necessary for the protection of
the business and goodwill of the Company and are considered by Executive to be
reasonable for such purpose.  Executive
agrees that any breach of this Section 7 will cause the Company substantial and
irrevocable damage and therefore, in the event of any such breach, in addition
to such other remedies which may be available, the Company shall have the right
to seek specific performance and injunctive relief.


8.    Other
Agreements.  Executive represents
that his performance of all the terms of this Agreement as an Executive of the
Company does not and will not breach any (i) agreement to keep in confidence
proprietary information, knowledge or data acquired by him in confidence or in
trust prior to his employment with the Company or (ii) agreement to refrain
from competing, directly or indirectly, with the business of any previous
employer or any other party.


9.    Notices.  All notices required or permitted under this
Agreement shall be in writing and shall be deemed effective upon (a) a personal
delivery, or (b) deposit in the United States Post Office, by registered or
certified mail, postage prepaid.


10.  Entire
Agreement.  This Agreement and the
agreements related to the Restricted Shares constitute the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral relating to the subject matter of this Agreement,
including without limitation that certain Employment Agreement between the
parties dated June 7, 2005, as amended July 7, 2005 and December 5, 2005, which
this Agreement amends and restates in its entirety.


11.  Amendment.  This Agreement may be amended or modified
only by a written instrument executed by both the Company and Executive.


12.  Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of both parties and their respective
successors and assigns, including any corporation into which the Company may be
merged or which may succeed to its assets or business, provided, however,
that the obligations of Executive are personal and shall not be assigned by
him, and that the Agreement may not be assigned by the Company to any other
entity without the Executive’s written consent.


13.  Miscellaneous.


13.1         No
Waiver.  No delay or omission by the
Company in exercising any right under this Agreement shall operate as a waiver
of that or any other right.  A waiver or
consent given by the Company on any one occasion shall be effective only in
that instance and shall not be construed as a bar or waiver of any right on any
other occasion.


13.2         Severability.  In case any provision of this Agreement shall
be invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.



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13.3         Governing
Law.  This Agreement shall be
governed by and construed and enforced in accordance with the internal laws of
the State of California.


13.4         Consent
to Jurisdiction.  Each of the parties
hereto irrevocably consents and submits to the jurisdiction of the courts of
the State of California, sitting in San Diego County, as the exclusive
jurisdiction and venue for any actions or proceedings brought against either
party hereto, arising out of or relating to this Agreement.  In any such action or proceeding brought in
such courts, the parties hereto irrevocably (i) waive any objection or
jurisdiction or venue, (ii) waive personal service of the summons, complaint
and other process and (iii) agree that service thereof may be made by certified
or registered first-class mail directed to the party to be served.


13.5         Waiver
of Jury Trial.  Each of the parties
hereto irrevocably waives its right to a trial by jury in any action arising
out of or related to this Agreement.


13.6         Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.



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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
set forth above.


	
   

  	
   

  	
  /s/ Ronald G. Hiscock

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ronald G.
  Hiscock

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ALPHATEC SPINE,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John H.
  Foster

  	
   

  
	
   

  	
   

  	
  Name: John H. Foster

  
	
   

  	
   

  	
  Title: Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ALPHATEC HOLDINGS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John H.
  Foster

  	
   

  
	
   

  	
   

  	
  Name: John H. Foster

  
	
   

  	
   

  	
  Title: Chairman

  




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Schedule
I


During the term of
employment, Company to provide:


(a)                                  Residence
in California – Company to provide for rental living, e.g., comfortable
furnished town home with normal maintenance and upkeep (i.e., two bedrooms) in
appropriate neighborhood, with Company to approve and sign lease;


(b)                                 Travel
expenses – Company to reimburse for first-class air travel for all
Company-related travel and for travel to and from Philadelphia at the
reasonable discretion of the Executive;


(c)                                  Vehicle
expenses – Company to provide luxury car in California;


(d)                                 Other
Expenses – Company to reimburse, at the discretion of the Board, for normal
business expenses associated with executive status relating to travel, airline
clubs, dry cleaning and laundry while in California, meal allowance while in
California, parking while in California, and reasonable client and staff meal
and entertainment expenses;


(e)                                  Company
to pay to Executive’s counsel up to $7,500 in legal fees and costs associated
with negotiation of this Agreement.


(f)                                    The
Company agrees to pay premiums for the following insurance policies:


1.             John
Hancock Key Person life insurance policy (Policy number 55-978-241)


2.             Northwestern
Mutual Term Life (Policy number 15-382-929)


3.             Mass
Mutual UL  (Contract number 995500944G)


4.             Mass
Mutual Disability income policy (Policy number 8,080,826)



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