0001213900-21-067571.txt : 20211227 0001213900-21-067571.hdr.sgml : 20211227 20211227162057 ACCESSION NUMBER: 0001213900-21-067571 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 20211222 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20211227 DATE AS OF CHANGE: 20211227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOC Telemed, Inc. CENTRAL INDEX KEY: 0001791091 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 843131208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39160 FILM NUMBER: 211520842 BUSINESS ADDRESS: STREET 1: 1768 BUSINESS CENTER DRIVE STREET 2: SUITE 100 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 866-483-9690 MAIL ADDRESS: STREET 1: 1768 BUSINESS CENTER DRIVE STREET 2: SUITE 100 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: Healthcare Merger Corp. DATE OF NAME CHANGE: 20191015 8-K 1 ea153037-8k_soctelemed.htm CURRENT REPORT
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 22, 2021

 

SOC TELEMED, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware   001-39160   84-3131208

(State or other jurisdiction of

incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

1768 Business Center Drive, Suite 100

Reston, Virginia 20190

 (Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (866) 483-9690

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Class A Common Stock, par value of $0.0001 per share   TLMD   The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share   TLMDW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company          ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 22, 2021, SOC Telemed, Inc. (the “Company”) entered into employment agreements and, severance and change of control severance agreements with Christopher M. Gallagher, M.D. and David Mikula to provide for the terms of their employment with and separation from the Company. As reported in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 1, 2021, Dr. Gallagher and Mr. Mikula began serving as the Company’s Chief Executive Officer and Chief Operating Officer, respectively, on September 1, 2021.

 

Christopher M. Gallagher, M.D.

 

The Employment Agreement, dated December 20, 2021, between the Company and Dr. Gallagher provides for at-will employment during an initial three-year term commencing on November 1, 2021, which may be automatically renewed for one-year terms thereafter. The agreement establishes Dr. Gallagher’s initial annual base salary of $450,000, and provides that it will be increased to $500,000 effective January 1, 2022. The agreement also provides for eligibility for an annual target cash incentive bonus of up to 50% of his annual base salary for 2021 (100% for periods after 2022) upon the achievement of certain performance goals determined by the Board of Directors (the “Board”) or the Compensation Committee of the Board (the “Compensation Committee”), and to participate in the employee benefit plans maintained by the Company. Pursuant to the agreement, Dr. Gallagher was granted under the Company’s 2020 Equity Incentive Plan (the “Equity Incentive Plan”) time-based restricted stock units for 1,080,000 shares of Class A common stock, with a four-year vesting schedule subject to his continuous service, and performance-based restricted stock units for 720,000 shares of Class A common stock to vest in three equal installments on December 5 of each of 2022, 2023 and 2024, provided that the applicable stock-price performance goal has been achieved by such date (and, if not, on the date the applicable performance goal is subsequently achieved), subject to his continued employment on each applicable vesting date and the achievement of the applicable performance criteria. The agreement also entitles Dr. Gallagher to receive in 2023 a mix of time- and performance-based restricted stock units pursuant to the Equity Incentive Plan with a target value based on the product of (x) 50% multiplied by (y) the appropriate grant date fair value of such award as determined in the Compensation Committee of the Board’s sole discretion, subject to Dr. Gallagher’s continued employment at the date of the grant on each applicable vesting date and the achievement of the applicable performance criteria.

 

The Company also entered into a severance and change in control agreement with Dr. Gallagher, dated December 22, 2021, and effective November 1, 2021. Pursuant to the severance and change in control agreement, if Dr. Gallagher’s employment is terminated by the Company without “Cause” or Dr. Gallagher resigns for “Good Reason” in each case not in connection with the a “Change in Control” of the Company (each term as defined in the severance and change in control agreement), Dr. Gallagher will be entitled to receive (i) twelve-months’ continuation of his annual base salary, (ii) any cash incentive compensation bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on the termination date, (iii) a lump sum severance payment equal to the cash incentive compensation bonus he would have received in respect of the fiscal year in which his termination occurs, determined based on actual performance levels and prorated, and (iv) up to twelve months of COBRA coverage at the Company’s sole expense. If Dr. Gallagher’s employment is terminated by the Company without Cause or if Dr. Gallagher resigns for Good Reason in each case during the one month period prior to (and in connection with) or the one year period following a Change in Control of the Company, Dr. Gallagher will be entitled to receive (i) a lump sum severance payment equal to one times his annual base salary, (ii) any cash incentive compensation bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on the termination date, (iii) up to one year of COBRA coverage at the Company’s sole expense, (iv) a lump sum severance payment equal to the cash incentive compensation bonus he would have received in respect of the fiscal year in which his termination occurs, determined based on target performance levels and not prorated, and (v) full acceleration of vesting of all time-based equity awards. If Dr. Gallagher’s employment terminates due to his death or disability, then in lieu of the above he or his estate will receive (i) any cash incentive compensation bonus earned with respect to the immediately preceding fiscal year, which remains unpaid, (ii) a lump sum severance payment equal to the cash incentive compensation bonus he would have been entitled to receive in respect of the fiscal year in which his termination occurs, determined based on target performance levels and prorated, and (iii) an extended exercise period of up to one year with respect to any vested stock options held as of his separation date. The severance payments and benefits described above are each contingent upon Dr. Gallagher’s delivery of a general release of claims in favor of the Company, compliance with non-solicitation and non-competition restrictions each lasting for one year following a separation for any reason, and compliance with indefinite confidentiality and non-disparagement obligations following a separation for any reason.

 

1

 

 

The foregoing description of the principal terms of Dr. Gallagher’s employment is not complete and is qualified in its entirety by reference to his employment agreement and his severance and change of control agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

 

David Mikula

 

The Employment Agreement, dated December 20, 2021, between the Company and Mr. Mikula provides for at-will employment during an initial three-year term commencing on November 1, 2021, which may be automatically renewed for one-year terms thereafter. The agreement establishes Mr. Mikula’s initial annual base salary of $390,000 retroactive to September 1, 2021 and eligibility for annual target cash incentive bonus of up to 60% of his annual base salary, retroactive to September 1, 2021, upon the achievement of certain performance goals determined by the Board or the Compensation Committee, and to participate in the employee benefit plans maintained by the Company. Pursuant to the agreement, Mr. Mikula was granted under the Equity Incentive Plan time-based restricted stock units for 450,000 shares of Class A common stock, with a four-year vesting schedule subject to his continuous service, and performance-based restricted stock units for 300,000 shares of Class A common stock to vest in three equal installments on December 5 of each of 2022, 2023 and 2024, provided that the applicable stock-price performance goal has been achieved by such date (and, if not, on the date the applicable performance goal is subsequently achieved), , subject to his continued service on each applicable vesting date and the achievement of the applicable performance criteria.

 

The Company also entered into a severance and change in control agreement with Mr. Mikula, dated December 22, 2021, and effective November 1, 2021, substantially in the form of the Company’s standard form of severance and change of control agreement. Pursuant to the severance and change in control agreement, if Mr. Mikula’s employment is terminated by the Company without “Cause” or Mr. Mikula resigns for “Good Reason” in each case not in connection with a “Change in Control” of the Company (each term as defined in the severance and change in control agreement), Mr. Mikula will be entitled to receive (i) six-months’ continuation of his annual base salary if separation occurs before May 1 2023 or twelve-months’ continuation of his annual base salary if separation occurs after May 1, 2023, (ii) any cash incentive compensation bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on the termination date, (iii) a lump sum severance payment equal to the cash incentive compensation bonus he would have received in respect of the fiscal year in which his termination occurs, determined based on actual performance levels and prorated, and (iv) up to six months of COBRA coverage at the Company’s sole expense if separation occurs before May 1, 2023 (up to twelve months of COBRA coverage if separation occurs thereafter). If Mr. Mikula’s employment is terminated by the Company without Cause or if Mr. Mikula resigns for Good Reason in each case during the one month period prior to (and in connection with) or the one year period following a Change in Control of the Company, Mr. Mikula will be entitled to receive (i) a lump sum severance payment equal to one times his annual base salary, (ii) any cash incentive compensation bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on the termination date, (iii) up to one year of COBRA coverage at the Company’s sole expense, (iv) a lump sum severance payment equal to the cash incentive compensation bonus he would have received in respect of the fiscal year in which his termination occurs, determined based on target performance levels and not prorated, and (v) full acceleration of vesting of all time-based equity awards. If Mr. Mikula’s employment terminates due to his death or disability, then in lieu of the above he or his estate will receive (i) any cash incentive compensation bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on the termination date, (ii) a lump sum severance payment equal to the cash incentive compensation bonus he would have been entitled to receive in respect of the fiscal year in which his termination occurs, determined based on target performance levels and prorated, and (iii) an extended exercise period of up to one year with respect to any vested stock options held as of his separation date. The severance payments and benefits described above are each contingent upon Mr. Mikula’s delivery of a general release of claims in favor of the Company, compliance with non-solicitation and non-competition restrictions each lasting for one year following a separation for any reason, and compliance with indefinite confidentiality and non-disparagement obligations following a separation for any reason.

 

The foregoing description of the principal terms of Mr. Mikula’s employment is not complete and is qualified in its entirety by reference to his employment agreement and his severance and change of control agreement, copies of which are attached hereto as Exhibit 10.3 and Exhibit 10.4, respectively, and incorporated herein by reference.

 

2

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  

Description

     
10.1+   Employment Agreement between SOC Telemed, Inc. and Christopher M. Gallagher, dated as of December 20, 2021.
10.2+   Severance and Change in Control Agreement between SOC Telemed, Inc. and Christopher M. Gallagher, dated as of December 22, 2021.
10.3+   Employment Agreement between SOC Telemed, Inc. and David Mikula, dated as of December 20, 2021.
10.4+   Severance and Change in Control Agreement between SOC Telemed, Inc. and David Mikula, dated as of December 22, 2021.

 

 

+Certain exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company hereby agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

 

3

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SOC Telemed, Inc.
   
Date: December 27, 2021 /s/ Eunice Kim  
  Name: Eunice Kim
  Title: General Counsel and Corporate Secretary

 

 

4

 

 EX-10.1 2 ea153037ex10-1_soctelemed.htm EMPLOYMENT AGREEMENT BETWEEN SOC TELEMED, INC. AND CHRISTOPHER M. GALLAGHER, DATED AS OF DECEMBER 20, 2021

Exhibit 10.1

 

SOC TELEMED, INC.

 

1768 Business Center Drive, Suite 100, Reston, Virginia 20190

 

December 20, 2021

 

Chris Gallagher

 

Re:EMPLOYMENT AGREEMENT

 

Dear Chris:

 

This Employment Agreement (the “Agreement”) between you (referred to hereinafter as “Executive” or “you”) and SOC Telemed, Inc., a Delaware corporation (the “Company”), sets forth the terms and conditions that shall govern the period of Executive’s employment with the Company and its affiliates (referred to hereinafter as “Employment”) effective as of November 1, 2021 (the “Effective Date”).

 

1. Duties and Scope of Employment.

 

(a) Term. Executive’s full-time Employment shall commence for an initial term effective as of the Effective Date and continuing for a three (3)-year period (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 6; with such employment to automatically continue following the Initial Term for additional one (1)-year periods in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term or any applicable extension period of employment hereunder (the Initial Term, together with any such extension period of employment hereunder, shall hereinafter be referred to as the “Employment Period”).

 

(b) Position and Responsibilities. During the Employment Period, the Company agrees to employ Executive in the position of Chief Executive Officer. Executive will report to the Company’s Board of Directors (the “Board”), and Executive will work out of the Company’s office in Texas. Executive will perform the duties and have the responsibilities and authority customarily performed and held by an employee in Executive’s position or as otherwise may be assigned or delegated to Executive by the Board consistent with Executive’s position.

 

(c) Obligations to the Company. During the Employment Period, Executive shall perform Executive’s duties faithfully and to the best of Executive’s ability and will devote Executive’s full business efforts and time to the Company. During the Employment Period, without the prior written approval of the Board, Executive shall not render services in any capacity to any other Person and shall not act as a sole proprietor or partner of any other Person or own more than ten percent (10%) of the stock of any other corporation, except as set forth on Schedule A hereto Notwithstanding the foregoing, Executive may serve on (1) civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal investments without advance written consent of the Board, and (2) boards of for-profit companies with the consent of the Board (which consent shall not be unreasonably withheld); provided that such activities do not individually or in the aggregate interfere with the performance of Executive’s duties under this Agreement or create a potential business or fiduciary conflict. Executive shall comply with the Company’s written policies and rules that have been provided or made available to Executive, as they may be in effect from time to time during Executive’s Employment.

 

 

 

 

(d) No Conflicting Obligations. Executive represents and warrants to the Company that Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive’s obligations under this Agreement or that would otherwise prohibit Executive from performing Executive’s duties with the Company. Executive represents and warrants to the Company that prior to the Effective Date Executive shall have returned all property and confidential information belonging to any prior employer.

 

2. Cash and Incentive Compensation.

 

(a) Base Salary. The Company shall pay Executive, as compensation for Executive’s services, a base salary at a gross annual rate of $450,000 through calendar 2021, and from and after January 1, 2022, at a gross annual rate of $500,000. In each case, the Company shall pay Executive’s base salary less all required tax withholdings and other applicable deductions, in accordance with the Company’s standard payroll procedures. The annual compensation specified in this subsection (a), together with any modifications in such compensation that the Company may make from time to time, is referred to in this Agreement as the “Base Salary.” Executive’s Base Salary will be subject to review and adjustments that will be made based upon the Company’s normal performance review practices. Effective as of the date of any change to Executive’s Base Salary, the Base Salary as so changed shall be considered the new Base Salary for all purposes of this Agreement.

 

(b) Cash Incentive Bonus. Executive will be eligible to be considered for an annual cash incentive bonus (the “Cash Bonus”) each calendar year during the Employment Period based upon the achievement of certain objective and/or individual criteria (collectively, the “Performance Goals”). In compliance with all relevant legal requirements and based on Executive’s level within the Company, the Performance Goals for Executive’s Cash Bonus for a particular year will be established by, and in the discretion of, the Board of Directors of the Company (the “Board”) or the Compensation Committee of the Board (the “Committee”) reasonably and in good faith. The initial target opportunity for any such Cash Bonus will be up to 50% of Executive’s Base Salary through calendar 2021, and from and after January 1, 2022, will be up to 100% of Executive’s Base Salary (the “Target Bonus Percentage”), in each case less all required tax withholdings and other applicable deductions. The determinations of the Board or the Committee, as applicable, with respect to such Cash Bonus or the Target Bonus Percentage shall be final and binding. Except as provided pursuant to the Severance and Change in Control Agreement (as defined in Section 5 herein), Executive shall not earn a Cash Bonus unless Executive is employed by the Company on the date when such Cash Bonus is actually paid by the Company.

 

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(c) Equity Award. As soon as reasonably practicable after the Effective Date, subject to the approval of the Board of Directors (or the appropriate committee thereof) of the Company, and further subject to Executive’s continued Employment at the date of grant, Executive shall be granted a restricted stock unit award with respect to 1,800,000 shares of Class A common stock (the “RSU Award”). The RSU Award shall vest and become payable as set forth on Schedule B hereto, subject to Executive’s continued Employment through each such vesting date. The RSU Award will be subject to the terms, definitions and provisions of the Company’s 2020 Equity Incentive Plan and a restricted stock unit and performance stock unit agreement, which Executive will be required to sign. The Compensation Committee shall determine, reasonably and in good faith, whether it is appropriate to make an annual equity award to Executive for calendar year 2023 (the “2023 Equity Award”). Once the Compensation Committee has established the appropriate grant date fair value of such award as determined in its sole discretion (the “Proposed 2023 Equity Award Value”), the actual grant date fair value of any such equity award made to Executive for calendar year 2023 shall be based on the product of (x) 50% multiplied by (y) the Proposed 2023 Equity Award Value.  The reduced value of the 2023 Equity Award reflects that a portion of the annual equity award for calendar 2023 was previously made to Executive.  The allocation between, and the specific terms of, any time-based vesting and/or performance-based vesting for the 2023 Equity Award shall, in each case, be determined by the Compensation Committee in its discretion, reasonably and in good faith.

 

3. Employee Benefits. During the Employment Period, Executive shall be eligible to participate in the employee benefit plans maintained by the Company and generally available to similarly situated employees of the Company, subject to the generally applicable terms and conditions of the plan in question and to the determinations of any Person or committee administering such plan. The Company reserves the right to cancel or change the employee benefit plans, policies and programs it offers to its employees at any time; provided that, notwithstanding the foregoing, the Severance and Change in Control Agreement (as defined in Section 5 below) may be amended or terminated solely in accordance with its terms.

 

4. Business Expenses. The Company will reimburse Executive for necessary and reasonable business expenses incurred in connection with Executive’s duties hereunder upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’s generally applicable policies.

 

5. Rights Upon Termination. Except as may be provided in the Severance and Change in Control Agreement entered into between the parties of even date herewith in the form of Attachment A hereto and incorporated herein by reference (the “Severance and Change in Control Agreement”), upon the termination of Executive’s Employment, Executive shall only be entitled to (a) any accrued but unpaid Base Salary, (b) all other benefits earned, and expenses to be reimbursed, as described in this Agreement or under any Company-provided plans, policies, and arrangements for the Employment Period, each in accordance with the governing documents and policies of any such benefits, reimbursements, plans and arrangements, and (c) such other compensation or benefits as may be required by law (collectively, the “Accrued Benefits”).

 

6. Employment at Will. Executive’s Employment shall be “at will,” meaning that either Executive or the Company shall be entitled to terminate Executive’s Employment at any time and for any reason, with or without cause or notice. Any contrary representations that may have been made to Executive shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between Executive and the Company on the “at-will” nature of Executive’s Employment, which may only be changed in an express written agreement signed by Executive and a duly authorized officer of the Company.

 

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7. Section 409A. To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (a) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by Executive, (b) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (c) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year. The payments and benefits provided hereunder are intended to be exempt from or comply with the requirements of Section 409A so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

 

8. Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

 

(a) Code. “Code” means the Internal Revenue Code of 1986, as amended.

 

(b) Governmental Authority. “Governmental Authority” means any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.

 

(c) Person. “Person” shall be construed in the broadest sense and means and includes any natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and other entity or Governmental Authority.

 

(d) Section 409A. “Section 409A” means Section 409A of the Code, and the final regulations and any guidance promulgated thereunder or any state law equivalent.

 

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9. Golden Parachute.

 

(a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable, (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment.

 

(b) A nationally recognized certified public accounting firm selected by the Company (the “Accounting Firm”) shall perform the foregoing calculations related to the Excise Tax. If a reduction occurs pursuant to Section 9(a), the Accounting Firm shall administer the ordering of the reduction as set forth in Section 9(a). The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

 

(c) The Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Executive and the Company.

 

(d) Notwithstanding anything to the contrary in Section 9(a), if any Payment that would be otherwise reduced pursuant to Section 9(a) would not be so reduced if the stockholder approval requirements of Section 280G(b)(5) of the Code are capable of being satisfied, the Company will use its reasonable best efforts to cause such payments to be timely submitted for such approval in accordance with such requirements.

 

10. Pre-Employment Conditions.

 

(a) Confidentiality Agreement. Executive executed the Company’s Employee Nondisclosure, Non-Solicitation, Confidentiality and Developments Agreement (the “Confidentiality Agreement”) dated as of April 26, 2021, which is incorporated herein by reference.

 

(b) Right to Work. For purposes of federal immigration law, Executive will be required, if Executive has not already, to provide to the Company documentary evidence of Executive’s identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three (3) business days of the Effective Date, or our Employment relationship with Executive may be terminated.

 

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11. Arbitration.

 

(a) Arbitration. In consideration of Executive’s Employment, the Company’s promise to arbitrate all employment-related disputes (subject to Section 10 of the Confidentiality Agreement), and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s Employment or termination thereof, including any breach of this Agreement, will be subject to binding arbitration pursuant to Virginia law. The Federal Arbitration Act shall also apply with full force and effect.

 

(b) Dispute Resolution. Disputes that Executive agrees to arbitrate, and thereby agrees to waive any right to a jury trial, include any statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the Virginia Human Rights Act, the Virginia Values Act, the Virginia Labor Code, claims of harassment, discrimination, and wrongful termination, and any statutory or common law claims. Executive further understands that this agreement to arbitrate also applies to any disputes that the Company may have with Executive.

 

(c) Procedure. Executive agrees that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator shall have the power to award any remedies available under applicable law, and each party shall bear its own attorneys’ fees, except to the extent awarded by the arbitrator to the prevailing party. The Company will pay for any administrative or hearing fees charged by the administrator or JAMS, and all arbitrator’s fees, except that Executive shall pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of law. Executive agrees that the arbitrator shall administer and conduct any arbitration in accordance with Virginia law, and that the arbitrator shall apply substantive and procedural Virginia law to any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with Virginia law, Virginia law shall take precedence. The decision of the arbitrator shall be in writing. Any arbitration under this Agreement shall be conducted in Texas.

 

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(d) Remedy. Arbitration shall be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided by this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful written Company policy that has been provided to the Executive in accordance with Section 1(c) herein, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law that the Company has not adopted (it being understood that the arbitrator’s decision regarding the interpretation of any agreement between Executive and the Company shall not be construed as of the adoption of a new policy).

 

(e) Administrative Relief. Executive is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers’ Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law.

 

(f) Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL.

 

(g) Independent Advice. Executive acknowledges that Executive has been advised to obtain independent advice and legal counsel to advise Executive concerning this Agreement, and that Executive has either done so or has knowingly waived that opportunity of Executive’s own free choice. Neither the Company nor any attorneys for the Company have advised Executive concerning this Agreement, and Executive is relying solely upon the advice of Executive’s own independent counsel (if any); nor has the Company or any attorneys for the Company coerced, used undue influence, or otherwise induced Executive to enter into this Agreement.

 

12. Successors.

 

(a) Company’s Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business or assets that become bound by this Agreement or any affiliate of any such successor that employs Executive.

 

(b) Executive’s Successors. This Agreement and all of Executive’s rights hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

 

13. Miscellaneous Provisions.

 

(a) Indemnification. The Company shall indemnify Executive to the maximum extent permitted by applicable law and the Company’s Bylaws with respect to Executive’s service and Executive shall also be covered under a directors and officers liability insurance policy paid for by the Company to the extent that the Company maintains such a liability insurance policy now or in the future.

 

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(b) Attorney’s Fees. The Company shall pay directly no more than $9,500 of Executive’s reasonable attorney’s fees incurred in connection with the negotiation of this Agreement and all ancillary agreements.

 

(c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

 

(d) Notice.

 

(i) General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In Executive’s case, mailed notices shall be addressed to Executive at the home address that Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

 

(ii) Notice of Termination. Any termination by the Company or by Executive will be communicated by a notice of termination to the other party hereto given in accordance with Section 13(d)(i) of this Agreement, which notice will specify the termination date (which will be not more than thirty (30) days after the giving of such notice).

 

(e) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

 

(f) Whole Agreement. No other agreements, representations or understandings (whether oral or written and whether express or implied) that are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement, the Severance and Change in Control Agreement, and the Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof.

 

(g) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other deductions required to be withheld by law.

 

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(h) Choice of Law and Severability. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Virginia, without giving effect to provisions governing the choice of law. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by any present or future statute, law, ordinance or regulation (collectively, the “Law”) then that provision shall be curtailed or limited only to the minimum extent necessary to bring the provision into compliance with the Law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.

 

(i) No Assignment. This Agreement and all of Executive’s rights and obligations hereunder are personal to Executive and may not be transferred or assigned by Executive at any time. The Company may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer to such entity of all or a substantial portion of the Company’s assets.

 

(j) Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s personal attorney, has had sufficient time to, and has carefully read and fully understood all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

 

(k) 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. Execution of a facsimile or electronic copy will have the same force and effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature.

 

(l) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement by electronic means. Executive hereby consents to receive such documents by electronic delivery.

 

[Signature Page Follows]

 

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After you have had an opportunity to review this Agreement, please feel free to contact me if you have any questions or comments. To indicate your acceptance of this Agreement, please sign and date this letter in the space provided below and return it to the Company.

 

  Very truly yours,
   
  SOC TELEMED, INC.
   
  By: /s/ Steve Shulman
  (Signature)
   
  Name: Steve Shulman
  Title: Chairman of the Board

 

ACCEPTED AND AGREED:  
   
Chris Gallagher  
   
/s/ Chris Gallagher  
(Signature)  
   
12/22/2021  
Date  

 

Schedule A: Approved Outside Services and Ownership Interests
   
Schedule B: Proposed Equity Award
   
Attachment A: Severance and Change in Control Agreement

 

 

 

 

 EX-10.2 3 ea153037ex10-2_soctelemed.htm SEVERANCE AND CHANGE IN CONTROL AGREEMENT BETWEEN SOC TELEMED, INC. AND CHRISTOPHER M. GALLAGHER, DATED AS OF DECEMBER 22, 2021

Exhibit 10.2

 

SEVERANCE AND CHANGE IN CONTROL AGREEMENT

 

This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between Chris Gallagher (“Executive”) and SOC Telemed, Inc., a Delaware corporation (the “Company”), effective as of November 1, 2021 (the “Effective Date”).

 

RECITALS

 

1. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) recognizes that it is possible that the Company could terminate Executive’s employment with the Company and/or its affiliates and from time to time the Company may consider the possibility of an acquisition by another company or other change in control transaction. The Committee also recognizes that such considerations can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Committee has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of such a termination of employment or the occurrence of a Change in Control (as defined herein) of the Company.

 

2. The Committee believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue Executive’s employment with the Company and/or its affiliates and to motivate Executive to maximize the value of the Company for the benefit of its stockholders.

 

3. The Committee believes that it is imperative to provide Executive with certain severance benefits upon Executive’s termination of employment and with certain additional benefits following a Change in Control. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change in Control.

 

4. The Company and Executive are entering into an employment agreement of even date herewith (the “Employment Agreement”).

 

5. The Company and Executive wish to set forth the terms of Executive’s severance and benefits (whether or not in connection with a Change in Control).

 

6. Certain capitalized terms used in the Agreement are defined in Section 5 below.

 

 

 

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

 

1. Term of Agreement. This Agreement shall have an initial term effective as of the Effective Date and continuing for a three (3)-year period (the “Initial Term”), with such term to automatically continue following the Initial Term for additional one (1)-year periods in accordance with the terms of this Agreement unless either party notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term or any applicable extension period hereunder; provided, however, that following a separation pursuant to which payments or benefits are payable to Executive pursuant to this Agreement, this Agreement will not terminate until all of such payments and benefits have been satisfied. The Company’s notice of intent not to renew shall be treated as a termination by the Company without Cause for purposes of this Agreement.

 

2. Employment. The Company and Executive acknowledge that Executive’s employment is and will continue to be at-will, as defined under applicable law. Except as provided herein, if Executive’s employment terminates for any reason, including (without limitation) any termination of employment not set forth in Section 3, Executive shall only be entitled to the Accrued Benefits (as such term is defined in the Employment Agreement).

 

3. Termination Benefits.

 

(a) Termination without Cause or Resignation for Good Reason and not in Connection with a Change in Control. If other than during the one (1)-month period immediately prior to (and in connection with) a Change in Control or the twelve (12)-month period immediately following a Change in Control, (x) the Company (or any parent, subsidiary or successor of the Company) terminates Executive’s employment with the Company other than for Cause or Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason then, subject to Section 4, Executive will be entitled to the following payments and benefits.

 

(i) Accrued Compensation. The Company will pay Executive all Accrued Benefits.

 

(ii) Severance.

 

(1) Executive will receive continuing payments of severance pay, paid in accordance with the Company’s regular payroll procedures, at a rate equal to Executive’s Base Salary as then in effect, but without taking into account any reduction in Base Salary that gives rise to a termination for Good Reason (“Base Salary”) for period of twelve (12) months following the date of termination, and, for the avoidance of doubt, the payments will be less all required tax withholdings and other applicable deductions, and will be paid in accordance with the Company’s regular payroll procedures commencing on the Company’s next regularly scheduled payroll date following the Release Deadline (as defined in Section 4(a)), provided that the first payment shall include any amounts that would have been paid to Executive if payment had commenced on the date of Executive’s separation from service;

 

(2) Executive will be entitled to receive any cash incentive compensation bonus earned (the “Cash Bonus”) with respect to the immediately preceding fiscal year, which remains unpaid on the termination date;

 

(3) Executive will receive a lump sum severance payment equal to the Cash Bonus that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination of employment occurs, had Executive continued in employment until the end of such fiscal year, determined based on actual performance for such year relative to the performance goals applicable to Executive and pro-rated to the number of days in such fiscal year prior to Executive’s termination of employment and paid at the time comparable bonuses are payable to other service providers; and

 

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(4) If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, Executive will be eligible for continued coverage under the medical plans of the Company, through reimbursement or direct remittance of COBRA premiums, in the Company’s sole discretion, at the Company’s sole expense (at the coverage levels in effect immediately prior to Executive’s termination or resignation) until the earliest of (I) the end of the period during which Executive is receiving continuing payments of Base Salary under sub-clause (1) of this Section 3(a)(ii), (II) the maximum period of continuation coverage required under COBRA, or (III) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans. COBRA reimbursements, if applicable, will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy and will be taxable to the extent required to avoid adverse consequences to Executive or the Company under either Code Section 105(h) or the Patient Protection and Affordable Care Act of 2010.

 

(b) Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the one (1)-month period immediately prior to (and in connection with) a Change in Control or during the twelve (12)-month period immediately following a Change in Control (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to the following in lieu of the benefits described in Section 3(a) above:

 

(i) Accrued Compensation. The Company will pay Executive all Accrued Benefits.

 

(ii) Severance.

 

(1) Executive will receive a lump sum severance payment equal to twelve (12) months’ of Executive’s Base Salary, less all required tax withholdings and other applicable deductions, which will be paid no later than the Release Deadline;

 

(2) Executive will be entitled to receive any Cash Bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on the termination date;

 

(3) If Executive elects continuation coverage pursuant to the COBRA for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, Executive will be eligible for continued coverage under the medical plans of the Company, through reimbursement or direct remittance of COBRA premiums, in the Company’s sole discretion, at the Company’s sole expense (at the coverage levels in effect immediately prior to Executive’s termination or resignation) until the earliest of (I) the end of the period referenced in sub-clause (1) of this Section 3(b)(ii), (II) the maximum period of continuation coverage required under COBRA, or (III) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans. COBRA reimbursements, if applicable, will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy and will be taxable to the extent required to avoid adverse consequences to Executive or the Company under either Code Section 105(h) or the Patient Protection and Affordable Care Act of 2010;

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(4) Executive will receive a lump sum severance payment equal to Executive’s Cash Bonus (calculated based on deemed achievement of the Performance Goals applicable thereto at target levels), less all required tax withholdings and other applicable deductions, which will be paid no later than the Release Deadline;

 

(5) All of the then unvested shares subject to all time-based stock options and other time-based equity-based awards held by Executive will immediately vest and, if applicable, become exercisable upon the date of such termination, which shall otherwise remain subject to their terms; and

 

(6) With respect to any unvested shares subject to an equity award held by Executive that is subject to performance-based vesting, the treatment with respect to each such equity award will be subject to, and governed by, the provisions set forth in the award agreement evidencing each such equity award.

 

(c) Disability; Death; Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company is terminated due to (i) Executive becoming Disabled or Executive’s death, (ii) Executive’s voluntary resignation (other than for Good Reason) or (iii) the Company’s termination of Executive’s employment with the Company for Cause, then Executive (or Executive’s estate, as the case may be) will receive the Accrued Benefits, but will not be entitled to any other compensation or benefits from the Company except to the extent required by law (for example, COBRA); provided, however, that if Executive’s employment is terminated due to Executive becoming Disabled or Executive’s death, then (A) Executive (or Executive’s estate) will be entitled to receive any Cash Bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on date of Death or Disability; (B) Executive (or Executive’s estate) will also receive a lump sum severance payment equal to Executive’s Cash Bonus (calculated based on deemed achievement of the Performance Goals applicable thereto at target levels), pro-rated to the number of days in such fiscal year prior to Executive’s termination of employment and less all required tax withholdings and other applicable deductions; and (C) any stock options that are vested as of such separation date shall remain exercisable until the earliest of (x) the one year anniversary of such separation date, (y) the options’ expiration date; or (z) as otherwise provided pursuant to the equity plan under which such options were issued. All payments set forth in this Section 3(c) shall in all cases be paid within thirty (30) days of Executive’s termination of employment (or such earlier date as required by applicable law).

 

(d) Timing of Payments. Subject to any specific timing provisions in Section 3(a) through 3(c), as applicable, or the provisions of Section 4, payment of the severance and benefits hereunder shall be made or commence to be made as soon as practicable following Executive’s termination of employment.

 

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(e) Exclusive Remedy. In the event of a termination of Executive’s employment with the Company (or any parent, subsidiary or successor of the Company), the provisions of this Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the Accrued Benefits). Except with respect to the Accrued Benefits(but without taking into account any reduction in Base Salary that gives rise to a termination for Good Reason), Executive will be entitled to no other severance, benefits, compensation or other payments or rights upon a termination of employment.

 

(f) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment.

 

4. Conditions to Receipt of Severance.

 

(a) Release of Claims Agreement. The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in a form attached to this Agreement as Attachment A (the “Release”), which must become effective no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”), and if not, Executive will forfeit any right to severance payments or benefits under this Agreement. To become effective, the Release must be executed by Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will severance payments or benefits be paid or provided until the Release actually becomes effective. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive’s termination of employment occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Payments (as defined in Section 4(c)(i)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the payment schedule applicable to each payment or benefit as set forth in Section 3, (ii) the date the Release becomes effective, or (iii) Section 4(c)(ii); provided that the first payment shall include all amounts that would have been paid to Executive if payment had commenced on the date of Executive’s termination of employment.

 

(b) Restrictive Covenants. The receipt of any termination benefits pursuant to Section 3 will be subject to Executive not having materially breached any provisions of the Confidentiality Agreement (as defined in Section 9 below). In the event Executive materially breaches the provisions of the Confidentiality Agreement, as reasonably determined by the Board in good faith, all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 3 will immediately cease (other than the Accrued Benefits).

 

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(c) Section 409A.

 

(i) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A.

 

(ii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination of employment (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

 

(iii) Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations is not intended to constitute Deferred Payments for purposes of clause (i) above.

 

(iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations.

 

(v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (1) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by Executive, (2) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year.

 

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(vi) The payments and benefits provided under Sections 3(a) and Section 3(b) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

 

5. Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

 

(a) Cause. “Cause” means Executive’s:

 

(i) willful misconduct, intentional misrepresentation or gross negligence in the performance of Executive’s duties, which causes material injury to the Company or any of its affiliates (whether financially, reputationally or otherwise);

 

(ii) commission of an act of fraud, embezzlement, misappropriation or a breach by Executive of Executive’s fiduciary duty or duty of loyalty to the Company or its affiliates;

 

(iii) indictment, receipt of a charge or conviction for (or plea of guilty or nolo contendere with respect to) any felony or any crime involving dishonesty or moral turpitude;

 

(iv) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises;

 

(v) breach by Executive of the material terms of any material written agreement with the Company or any affiliate or any material written Company policies (including without limitation any improper disclosure of confidential data and breach of any policy related to sexual harassment, assault or fraternization), which have been provided or made available to Executive; or

 

(vi) failure of Executive to reasonably cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or intentional failure to preserve documents or other materials known to be relevant to such investigation or the intentional inducement of others to fail to cooperate or to produce documents or other materials reasonably anticipated to be relevant to such investigation.

 

Notwithstanding the foregoing, the Company may not terminate Executive’s employment for Cause under clauses (i), (ii) or (vi) of this definition unless (A) the Company or the Board has provided notice to Executive setting forth in reasonable detail the specific conduct purporting to constitute Cause within ninety (90) days of the date the Company or the Board first becomes aware of its existence, (B) Executive has failed to cure such conduct (if capable of cure) within ten (10) days following the date of receipt of such notice (which may be extended in the event the Executive is actively working to cure), and (C) the Board or the Company has terminated Executive’s employment within thirty (30) days following such failure to cure. Notwithstanding the foregoing, if within six (6) months following the termination of Executive’s services it is determined that Executive’s services could have been terminated for Cause, as such term is defined above, Executive’s services shall, at the election of the Board, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

 

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(b) Change in Control. “Change in Control” has the meaning ascribed to such term in the Company’s 2020 Equity Incentive Plan, as may be amended and restated from time to time.

 

(c) Code. “Code” means the Internal Revenue Code of 1986, as amended.

 

(d) Disability. “Disability” or “Disabled” means that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one (1) year.

 

(e) Good Reason. “Good Reason” means the occurrence of any of the following events without the Executive’s prior written consent: (i) any reduction in Base Salary, except for across-the-board salary reductions similarly affecting all or substantially all senior management employees of the Company of less than ten percent (10%); (ii) any material diminution in the Executive’s duties, title or responsibilities; (iii) a relocation of the Executive’s principal place of employment (excluding any remote work arrangement) such that Executive’s normal daily one-way commute is increased by more than 35 miles as compared to Executive’s principal place of employment (excluding any remote work arrangement) as of the Effective Date; or (iv) a breach by the Company of any material obligation under any written agreement between the Executive and the Company or the failure of any successor to the Company to assume this Agreement. Notwithstanding the foregoing, Executive may not terminate Executive’s employment for Good Reason unless (A) the Executive has provided notice to the Board setting forth in reasonable detail the specific conduct of the Company or the Board purporting to constitute Good Reason within ninety (90) days of the date the Executive first becomes aware of its existence, (B) the Board has failed to cure (if capable of cure) such conduct within ten (10) days following the date of receipt of such notice (which may be extended in the event the Company is actively working to cure), and (C) the Executive has terminated Executive’s employment within thirty (30) days following such failure to cure.

 

(f) Governmental Authority. “Governmental Authority” means any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.

 

(g) Person. “Person” shall be construed in the broadest sense and means and includes any natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and other entity or Governmental Authority.

 

(h) Section 409A. “Section 409A” means Section 409A of the Code, and the final regulations and any guidance promulgated thereunder or any state law equivalent.

 

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(i) Section 409A Limit. “Section 409A Limit” shall mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of Executive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s separation from service occurred.

 

6. Golden Parachute.

 

(a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 6(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable, (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment.

 

(b) A nationally recognized certified public accounting firm selected by the Company (the “Accounting Firm”) shall perform the foregoing calculations related to the Excise Tax. If a reduction occurs pursuant to Section 9(a), the Accounting Firm shall administer the ordering of the reduction as set forth in Section 9(a). The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

 

(c) The Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Executive and the Company.

 

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7. Notwithstanding anything to the contrary in Section 9(a), if any Payment that would be otherwise reduced pursuant to Section 9(a) would not be so reduced if the stockholder approval requirements of Section 280G(b)(5) of the Code are capable of being satisfied, the Company will use its reasonable best efforts to cause such payments to be timely submitted for such approval in accordance with such requirements.

 

8. Arbitration.

 

(a) Arbitration. In consideration of Executive’s Employment, the Company’s promise to arbitrate all employment-related disputes (subject to Section 10 of the Confidentiality Agreement), and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s Employment or termination thereof, including any breach of this Agreement, will be subject to binding arbitration pursuant to Virginia law. The Federal Arbitration Act shall also apply with full force and effect.

 

(b) Dispute Resolution. Disputes that Executive agrees to arbitrate, and thereby agrees to waive any right to a jury trial, include any statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the Virginia Human Rights Act, the Virginia Values Act, the Virginia Labor Code, claims of harassment, discrimination, and wrongful termination, and any statutory or common law claims. Executive further understands that this agreement to arbitrate also applies to any disputes that the Company may have with Executive.

 

(c) Procedure. Executive agrees that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator shall have the power to award any remedies available under applicable law, and each party shall bear its own attorneys’ fees, except to the extent awarded by the arbitrator to the prevailing party. The Company will pay for any administrative or hearing fees charged by the administrator or JAMS, and all arbitrator’s fees, except that Executive shall pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of law. Executive agrees that the arbitrator shall administer and conduct any arbitration in accordance with Virginia law, and that the arbitrator shall apply substantive and procedural Virginia law to any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with Virginia law, Virginia law shall take precedence. The decision of the arbitrator shall be in writing. Any arbitration under this Agreement shall be conducted in Texas.

 

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(d) Remedy. Arbitration shall be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided by this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful written Company policy that has been provided to the Executive in accordance with Section 1(c) herein, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law that the Company has not adopted (it being understood that the arbitrator’s decision regarding the interpretation of any agreement between Executive and the Company shall not be construed as of the adoption of a new policy).

 

(e) Administrative Relief. Executive is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers’ Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law.

 

(f) Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL.

 

(g) Independent Advice. Executive acknowledges that Executive has been advised to obtain independent advice and legal counsel to advise Executive concerning this Agreement, and that Executive has either done so or has knowingly waived that opportunity of Executive’s own free choice. Neither the Company nor any attorneys for the Company have advised Executive concerning this Agreement, and Executive is relying solely upon the advice of Executive’s own independent counsel (if any); nor has the Company or any attorneys for the Company coerced, used undue influence, or otherwise induced Executive to enter into this Agreement.

 

9. Successors.

 

(a) Company’s Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business or assets that become bound by this Agreement or any affiliate of any such successor that employs Executive.

 

(b) Executive’s Successors. This Agreement and all of Executive’s rights hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

 

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(c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

 

10. Confidential Information. Executive agrees to comply with and be bound by the Employee Nondisclosure, Non-Solicitation, Confidentiality and Developments Agreement (the “Confidentiality Agreement”) entered into by and between Executive and the Company of even date herewith.

 

11. Notice.

 

(a) General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In Executive’s case, mailed notices shall be addressed to Executive at the home address that Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

 

(b) Notice of Termination. Any termination by the Company for Cause or resignation by Executive for Good Reason will be communicated by a notice of termination to the other party hereto given in accordance with Section 10(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than thirty (30) days after the giving of such notice), subject to any applicable cure period. The failure by Executive or the Company to include in the notice any fact or circumstance which contributes to a showing of Good Reason or Cause, as applicable, will not waive any right of Executive or the Company, as applicable, hereunder or preclude Executive or the Company, as applicable, from asserting such fact or circumstance in enforcing Executive’s or its rights hereunder, as applicable.

 

12. Miscellaneous Provisions.

 

(a) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source.

 

(b) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

 

(c) Whole Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior or contemporaneous representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. Executive acknowledges and agrees that this Agreement encompasses all the rights of Executive to any severance payments and/or benefits based on the termination of Executive’s employment and Executive hereby agrees that he or she has no such rights except as stated herein. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.

 

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(d) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other deductions required to be withheld by law.

 

(e) Choice of Law and Severability. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Virginia, without giving effect to provisions governing the choice of law. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by any present or future statute, law, ordinance or regulation (collectively, the “Law”) then that provision shall be curtailed or limited only to the minimum extent necessary to bring the provision into compliance with the Law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.

 

(f) No Assignment. This Agreement and all of Executive’s rights and obligations hereunder are personal to Executive and may not be transferred or assigned by Executive at any time. The Company may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer to such entity of all or a substantial portion of the Company’s assets.

 

(g) Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s personal attorney, has had sufficient time to, and has carefully read and fully understood all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

 

(h) 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. Execution of a facsimile or electronic copy will have the same force and effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature.

 

(i) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement by electronic means. Executive hereby consents to receive such documents by electronic delivery.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

 

COMPANY SOC TELEMED, INC.
   
  By: /s/ Steve Shulman
  Name: Steve Shulman
  Title: Chairman of the Board
  Date: 12/22/2021

 

EXECUTIVE CHRIS GALLAGHER
   
  By: /s/Chris Gallagher
  Date: 12/22/2021

 

Attachment A: Form of Separation Agreement and Release of Claims

 

[Signature Page to Severance and Change in Control Agreement]

 

 

 

 

 EX-10.3 4 ea153037ex10-3_soctelemed.htm EMPLOYMENT AGREEMENT BETWEEN SOC TELEMED, INC. AND DAVID MIKULA, DATED AS OF DECEMBER 20, 2021

EXHIBIT 10.3

 

SOC TELEMED, INC.

 

1768 Business Center Drive, Suite 100, Reston, Virginia 20190

 

December 20, 2021

 

David Mikula

 

Re:EMPLOYMENT AGREEMENT

 

Dear David:

 

This Employment Agreement (the “Agreement”) between you (referred to hereinafter as “Executive” or “you”) and SOC Telemed, Inc., a Delaware corporation (the “Company”), sets forth the terms and conditions that shall govern the period of Executive’s employment with the Company and its affiliates (referred to hereinafter as “Employment”) effective as of November 1, 2021 (the “Effective Date”).

 

1. Duties and Scope of Employment.

 

(a) Term. Executive’s full-time Employment shall commence for an initial term effective as of the Effective Date and continuing for a three (3)-year period (the “Initial Term”), unless sooner terminated in accordance with the provisions of Section 6; with such employment to automatically continue following the Initial Term for additional one (1)-year periods in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term or any applicable extension period of employment hereunder (the Initial Term, together with any such extension period of employment hereunder, shall hereinafter be referred to as the “Employment Period”).

 

(b) Position and Responsibilities. During the Employment Period, the Company agrees to employ Executive in the position of Chief Operating Officer. Executive will report to the Company’s Chief Executive Officer (Executive’s “Supervisor”), and Executive will work out of the Company’s office in Texas. Executive will perform the duties and have the responsibilities and authority customarily performed and held by an employee in Executive’s position or as otherwise may be assigned or delegated to Executive by Executive’s Supervisor consistent with Executive’s position.

 

(c) Obligations to the Company. During the Employment Period, Executive shall perform Executive’s duties faithfully and to the best of Executive’s ability and will devote Executive’s full business efforts and time to the Company. During the Employment Period, without the prior written approval of the Chief Executive Officer of the Company, Executive shall not render services in any capacity to any other Person and shall not act as a sole proprietor or partner of any other Person or own more than ten percent (10%) of the stock of any other corporation. Notwithstanding the foregoing, Executive may serve on (1) civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, teach at educational institutions, or manage personal investments without advance written consent of the Board, and (2) boards of for-profit companies with the consent of the Board (which consent shall not be unreasonably withheld); provided that such activities do not individually or in the aggregate interfere with the performance of Executive’s duties under this Agreement or create a potential business or fiduciary conflict. Executive shall comply with the Company’s written policies and rules that have been provided or made available to Executive, as they may be in effect from time to time during Executive’s Employment.

 

 

 

 

(d) No Conflicting Obligations. Executive represents and warrants to the Company that Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with Executive’s obligations under this Agreement or that would otherwise prohibit Executive from performing Executive’s duties with the Company. Executive represents and warrants to the Company that prior to the Effective Date Executive shall have returned all property and confidential information belonging to any prior employer.

 

2. Cash and Incentive Compensation.

 

(a) Base Salary. The Company shall pay Executive, as compensation for Executive’s services, a base salary at a gross annual rate of $390,000 retroactive to September 1, 2021, less all required tax withholdings and other applicable deductions, in accordance with the Company’s standard payroll procedures. The annual compensation specified in this subsection (a), together with any modifications in such compensation that the Company may make from time to time, is referred to in this Agreement as the “Base Salary.” Executive’s Base Salary will be subject to review and adjustments that will be made based upon the Company’s normal performance review practices. Effective as of the date of any change to Executive’s Base Salary, the Base Salary as so changed shall be considered the new Base Salary for all purposes of this Agreement.

 

(b) Cash Incentive Bonus. Executive will be eligible to be considered for an annual cash incentive bonus (the “Cash Bonus”) each calendar year during the Employment Period based upon the achievement of certain objective and/or individual criteria (collectively, the “Performance Goals”). In compliance with all relevant legal requirements and based on Executive’s level within the Company, the Performance Goals for Executive’s Cash Bonus for a particular year will be established by, and in the discretion of, the Board of Directors of the Company (the “Board”) or the Compensation Committee of the Board (the “Committee”) reasonably and in good faith. The initial target opportunity for any such Cash Bonus will be up to 60% of Executive’s Base Salary, retroactive to September 1, 2021 (the “Target Bonus Percentage”), in each case less all required tax withholdings and other applicable deductions. The determinations of the Board or the Committee, as applicable, with respect to such Cash Bonus or the Target Bonus Percentage shall be final and binding. Except as provided pursuant to the Severance and Change in Control Agreement (as defined in Section 5 herein), Executive shall not earn a Cash Bonus unless Executive is employed by the Company on the date when such Cash Bonus is actually paid by the Company.

 

(c) Equity Award. As soon as reasonably practicable after the Effective Date, subject to the approval of the Board of Directors (or the appropriate committee thereof) of the Company, and further subject to Executive’s continued Employment at the date of grant, Executive shall be granted a restricted stock unit award with respect to 750,000 shares of Class A common stock (the “RSU Award”). The RSU Award shall vest and become payable as set forth on Schedule A hereto, subject to Executive’s continued Employment through each such vesting date. The RSU Award will be subject to the terms, definitions and provisions of the Company’s 2020 Equity Incentive Plan and a restricted stock unit and performance stock unit agreement, which Executive will be required to sign. This RSU Award is being granted to Executive as Executive’s equity award for both calendar years 2021 and 2022.

 

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3. Employee Benefits. During the Employment Period, Executive shall be eligible to participate in the employee benefit plans maintained by the Company and generally available to similarly situated employees of the Company, subject to the generally applicable terms and conditions of the plan in question and to the determinations of any Person or committee administering such plan. The Company reserves the right to cancel or change the employee benefit plans, policies and programs it offers to its employees at any time; provided that, notwithstanding the foregoing, the Severance and Change in Control Agreement (as defined in Section 5 below) may be amended or terminated solely in accordance with its terms.

 

4. Business Expenses. The Company will reimburse Executive for necessary and reasonable business expenses incurred in connection with Executive’s duties hereunder upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’s generally applicable policies.

 

5. Rights Upon Termination. Except as may be provided in the Severance and Change in Control Agreement entered into between the parties of even date herewith in the form of Attachment A hereto and incorporated herein by reference (the “Severance and Change in Control Agreement”), upon the termination of Executive’s Employment, Executive shall only be entitled to (a) any accrued but unpaid Base Salary, (b) all other benefits earned, and expenses to be reimbursed, as described in this Agreement or under any Company-provided plans, policies, and arrangements for the Employment Period, each in accordance with the governing documents and policies of any such benefits, reimbursements, plans and arrangements, and (c) such other compensation or benefits as may be required by law (collectively, the “Accrued Benefits”).

 

6. Employment at Will. Executive’s Employment shall be “at will,” meaning that either Executive or the Company shall be entitled to terminate Executive’s Employment at any time and for any reason, with or without cause or notice. Any contrary representations that may have been made to Executive shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between Executive and the Company on the “at-will” nature of Executive’s Employment, which may only be changed in an express written agreement signed by Executive and a duly authorized officer of the Company.

 

7. Section 409A. To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (a) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by Executive, (b) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (c) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year. The payments and benefits provided hereunder are intended to be exempt from or comply with the requirements of Section 409A so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

 

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8. Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

 

(a) Code. “Code” means the Internal Revenue Code of 1986, as amended.

 

(b) Governmental Authority. “Governmental Authority” means any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.

 

(c) Person. “Person” shall be construed in the broadest sense and means and includes any natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and other entity or Governmental Authority.

 

(d) Section 409A. “Section 409A” means Section 409A of the Code, and the final regulations and any guidance promulgated thereunder or any state law equivalent.

 

9. Golden Parachute.

 

(a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 9(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable, (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment.

 

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(b) A nationally recognized certified public accounting firm selected by the Company (the “Accounting Firm”) shall perform the foregoing calculations related to the Excise Tax. If a reduction occurs pursuant to Section 9(a), the Accounting Firm shall administer the ordering of the reduction as set forth in Section 9(a). The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

 

(c) The Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Executive and the Company.

 

(d) Notwithstanding anything to the contrary in Section 9(a), if any Payment that would be otherwise reduced pursuant to Section 9(a) would not be so reduced if the stockholder approval requirements of Section 280G(b)(5) of the Code are capable of being satisfied, the Company will use its reasonable best efforts to cause such payments to be timely submitted for such approval in accordance with such requirements.

 

10. Pre-Employment Conditions.

 

(a) Confidentiality Agreement. Executive executed the Company’s Employee Nondisclosure, Non-Solicitation, Confidentiality and Developments Agreement (the “Confidentiality Agreement”) dated as of April 26, 2021, which is incorporated herein by reference.

 

(b) Right to Work. For purposes of federal immigration law, Executive will be required, if Executive has not already, to provide to the Company documentary evidence of Executive’s identity and eligibility for employment in the United States. Such documentation must be provided to the Company within three (3) business days of the Effective Date, or our Employment relationship with Executive may be terminated.

 

11. Arbitration.

 

(a) Arbitration. In consideration of Executive’s Employment, the Company’s promise to arbitrate all employment-related disputes (subject to Section 10 of the Confidentiality Agreement), and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s Employment or termination thereof, including any breach of this Agreement, will be subject to binding arbitration pursuant to Virginia law. The Federal Arbitration Act shall also apply with full force and effect.

 

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(b) Dispute Resolution. Disputes that Executive agrees to arbitrate, and thereby agrees to waive any right to a jury trial, include any statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the Virginia Human Rights Act, the Virginia Values Act, the Virginia Labor Code, claims of harassment, discrimination, and wrongful termination, and any statutory or common law claims. Executive further understands that this agreement to arbitrate also applies to any disputes that the Company may have with Executive.

 

(c) Procedure. Executive agrees that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator shall have the power to award any remedies available under applicable law, and each party shall bear its own attorneys’ fees, except to the extent awarded by the arbitrator to the prevailing party. The Company will pay for any administrative or hearing fees charged by the administrator or JAMS, and all arbitrator’s fees, except that Executive shall pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of law. Executive agrees that the arbitrator shall administer and conduct any arbitration in accordance with Virginia law, and that the arbitrator shall apply substantive and procedural Virginia law to any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with Virginia law, Virginia law shall take precedence. The decision of the arbitrator shall be in writing. Any arbitration under this Agreement shall be conducted in Texas.

 

(d) Remedy. Arbitration shall be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided by this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful written Company policy that has been provided to the Executive in accordance with Section 1(c) herein, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law that the Company has not adopted (it being understood that the arbitrator’s decision regarding the interpretation of any agreement between Executive and the Company shall not be construed as of the adoption of a new policy).

 

(e) Administrative Relief. Executive is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers’ Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law.

 

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(f) Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL.

 

(g) Independent Advice. Executive acknowledges that Executive has been advised to obtain independent advice and legal counsel to advise Executive concerning this Agreement, and that Executive has either done so or has knowingly waived that opportunity of Executive’s own free choice. Neither the Company nor any attorneys for the Company have advised Executive concerning this Agreement, and Executive is relying solely upon the advice of Executive’s own independent counsel (if any); nor has the Company or any attorneys for the Company coerced, used undue influence, or otherwise induced Executive to enter into this Agreement.

 

12. Successors.

 

(a) Company’s Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business or assets that become bound by this Agreement or any affiliate of any such successor that employs Executive.

 

(b) Executive’s Successors. This Agreement and all of Executive’s rights hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

 

13. Miscellaneous Provisions.

 

(a) Indemnification. The Company shall indemnify Executive to the maximum extent permitted by applicable law and the Company’s Bylaws with respect to Executive’s service and Executive shall also be covered under a directors and officers liability insurance policy paid for by the Company to the extent that the Company maintains such a liability insurance policy now or in the future.

 

(b) Attorney’s Fees. The Company shall pay directly no more than $9,500 of Executive’s reasonable attorney’s fees incurred in connection with the negotiation of this Agreement and all ancillary agreements.

 

(c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

 

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(d) Notice.

 

(i) General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In Executive’s case, mailed notices shall be addressed to Executive at the home address that Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

 

(ii) Notice of Termination. Any termination by the Company or by Executive will be communicated by a notice of termination to the other party hereto given in accordance with Section 13(d)(i) of this Agreement, which notice will specify the termination date (which will be not more than thirty (30) days after the giving of such notice).

 

(e) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

 

(f) Whole Agreement. No other agreements, representations or understandings (whether oral or written and whether express or implied) that are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement, the Severance and Change in Control Agreement, and the Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof.

 

(g) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other deductions required to be withheld by law.

 

(h) Choice of Law and Severability. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Virginia, without giving effect to provisions governing the choice of law. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by any present or future statute, law, ordinance or regulation (collectively, the “Law”) then that provision shall be curtailed or limited only to the minimum extent necessary to bring the provision into compliance with the Law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.

 

(i) No Assignment. This Agreement and all of Executive’s rights and obligations hereunder are personal to Executive and may not be transferred or assigned by Executive at any time. The Company may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer to such entity of all or a substantial portion of the Company’s assets.

 

(j) Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s personal attorney, has had sufficient time to, and has carefully read and fully understood all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

 

(k) 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. Execution of a facsimile or electronic copy will have the same force and effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature.

 

(l) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement by electronic means. Executive hereby consents to receive such documents by electronic delivery.

 

[Signature Page Follows]

 

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After you have had an opportunity to review this Agreement, please feel free to contact me if you have any questions or comments. To indicate your acceptance of this Agreement, please sign and date this letter in the space provided below and return it to the Company.

 

  Very truly yours,
     
  SOC TELEMED, INC.
     
  By: /s/ Steve Shulman
    (Signature)
     
  Name: Steve Shulman
     
  Title: Chairman of the Board

 

ACCEPTED AND AGREED:  
   
DAVID MIKULA  
   
/s/ David Mikula  
(Signature)  
   
12/22/2021  
Date  

 

Schedule A: Proposed Equity Award
   
Attachment A: Severance and Change in Control Agreement

 

 

 

 EX-10.4 5 ea153037ex10-4_soctelemed.htm SEVERANCE AND CHANGE IN CONTROL AGREEMENT BETWEEN SOC TELEMED, INC. AND DAVID MIKULA, DATED AS OF DECEMBER 22, 2021

Exhibit 10.4

 

SEVERANCE AND CHANGE IN CONTROL AGREEMENT

 

This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between David Mikula (“Executive”) and SOC Telemed, Inc., a Delaware corporation (the “Company”), effective as of November 1, 2021 (the “Effective Date”).

 

RECITALS

 

1. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) recognizes that it is possible that the Company could terminate Executive’s employment with the Company and/or its affiliates and from time to time the Company may consider the possibility of an acquisition by another company or other change in control transaction. The Committee also recognizes that such considerations can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Committee has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of such a termination of employment or the occurrence of a Change in Control (as defined herein) of the Company.

 

2. The Committee believes that it is in the best interests of the Company and its stockholders to provide Executive with an incentive to continue Executive’s employment with the Company and/or its affiliates and to motivate Executive to maximize the value of the Company for the benefit of its stockholders.

 

3. The Committee believes that it is imperative to provide Executive with certain severance benefits upon Executive’s termination of employment and with certain additional benefits following a Change in Control. These benefits will provide Executive with enhanced financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change in Control.

 

4. The Company and Executive are entering into an employment agreement of even date herewith (the “Employment Agreement”).

 

5. The Company and Executive wish to set forth the terms of Executive’s severance and benefits (whether or not in connection with a Change in Control).

 

6. Certain capitalized terms used in the Agreement are defined in Section 5 below.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

 

1. Term of Agreement. This Agreement shall have an initial term effective as of the Effective Date and continuing for a three (3)-year period (the “Initial Term”), with such term to automatically continue following the Initial Term for additional one (1)-year periods in accordance with the terms of this Agreement unless either party notifies the other party in writing of its intention not to renew this Agreement at least 60 days prior to the expiration of the Initial Term or any applicable extension period hereunder; provided, however, that following a separation pursuant to which payments or benefits are payable to Executive pursuant to this Agreement, this Agreement will not terminate until all of such payments and benefits have been satisfied. The Company’s notice of intent not to renew shall be treated as a termination by the Company without Cause for purposes of this Agreement.

 

 

 

 

 

2. Employment. The Company and Executive acknowledge that Executive’s employment is and will continue to be at-will, as defined under applicable law. Except as provided herein, if Executive’s employment terminates for any reason, including (without limitation) any termination of employment not set forth in Section 3, Executive shall only be entitled to the Accrued Benefits (as such term is defined in the Employment Agreement).

 

3. Termination Benefits.

 

(a) Termination without Cause or Resignation for Good Reason and not in Connection with a Change in Control. If other than during the one (1)-month period immediately prior to (and in connection with) a Change in Control or the twelve (12)-month period immediately following a Change in Control, (x) the Company (or any parent, subsidiary or successor of the Company) terminates Executive’s employment with the Company other than for Cause or Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason then, subject to Section 4, Executive will be entitled to the following payments and benefits.

 

(i) Accrued Compensation. The Company will pay Executive all Accrued Benefits.

 

(ii) Severance.

 

(1) Executive will receive continuing payments of severance pay, paid in accordance with the Company’s regular payroll procedures, at a rate equal to Executive’s Base Salary as then in effect, but without taking into account any reduction in Base Salary that gives rise to a termination for Good Reason (“Base Salary”) for period of six (6) months following the date of termination (or, if such separation occurs during the eighteen (18) month period following the Effective Date, then for a period of twelve (12) months following the date of termination), and, for the avoidance of doubt, the payments will be less all required tax withholdings and other applicable deductions, and will be paid in accordance with the Company’s regular payroll procedures commencing on the Company’s next regularly scheduled payroll date following the Release Deadline (as defined in Section 4(a)), provided that the first payment shall include any amounts that would have been paid to Executive if payment had commenced on the date of Executive’s separation from service;

 

(2) Executive will be entitled to receive any cash incentive compensation bonus earned (the “Cash Bonus”) with respect to the immediately preceding fiscal year, which remains unpaid on the termination date;

 

(3) Executive will receive a lump sum severance payment equal to the Cash Bonus that Executive would have been entitled to receive in respect of the fiscal year in which Executive’s termination of employment occurs, had Executive continued in employment until the end of such fiscal year, determined based on actual performance for such year relative to the performance goals applicable to Executive and pro-rated to the number of days in such fiscal year prior to Executive’s termination of employment and paid at the time comparable bonuses are payable to other service providers; and

 

(4) If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, Executive will be eligible for continued coverage under the medical plans of the Company, through reimbursement or direct remittance of COBRA premiums, in the Company’s sole discretion, at the Company’s sole expense (at the coverage levels in effect immediately prior to Executive’s termination or resignation) until the earliest of (I) the end of the period during which Executive is receiving continuing payments of Base Salary under sub-clause (1) of this Section 3(a)(ii), (II) the maximum period of continuation coverage required under COBRA, or (III) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans. COBRA reimbursements, if applicable, will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy and will be taxable to the extent required to avoid adverse consequences to Executive or the Company under either Code Section 105(h) or the Patient Protection and Affordable Care Act of 2010.

 

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(b) Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the one (1)-month period immediately prior to (and in connection with) a Change in Control or during the twelve (12)-month period immediately following a Change in Control (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to the following in lieu of the benefits described in Section 3(a) above:

 

(i) Accrued Compensation. The Company will pay Executive all Accrued Benefits.

 

(ii) Severance.

 

(1) Executive will receive a lump sum severance payment equal to twelve (12) months’ of Executive’s Base Salary, less all required tax withholdings and other applicable deductions, which will be paid no later than the Release Deadline;

 

(2) Executive will be entitled to receive any Cash Bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on the termination date;

 

(3) If Executive elects continuation coverage pursuant to the COBRA for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, Executive will be eligible for continued coverage under the medical plans of the Company, through reimbursement or direct remittance of COBRA premiums, in the Company’s sole discretion, at the Company’s sole expense (at the coverage levels in effect immediately prior to Executive’s termination or resignation) until the earliest of (I) the end of the period referenced in sub-clause (1) of this Section 3(b)(ii), (II) the maximum period of continuation coverage required under COBRA, or (III) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans. COBRA reimbursements, if applicable, will be made by the Company to Executive consistent with the Company’s normal expense reimbursement policy and will be taxable to the extent required to avoid adverse consequences to Executive or the Company under either Code Section 105(h) or the Patient Protection and Affordable Care Act of 2010;

 

(4) Executive will receive a lump sum severance payment equal to Executive’s Cash Bonus (calculated based on deemed achievement of the Performance Goals applicable thereto at target levels), less all required tax withholdings and other applicable deductions, which will be paid no later than the Release Deadline;

 

(5) All of the then unvested shares subject to all time-based stock options and other time-based equity-based awards held by Executive will immediately vest and, if applicable, become exercisable upon the date of such termination, which shall otherwise remain subject to their terms; and

 

(6) With respect to any unvested shares subject to an equity award held by Executive that is subject to performance-based vesting, the treatment with respect to each such equity award will be subject to, and governed by, the provisions set forth in the award agreement evidencing each such equity award.

 

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(c) Disability; Death; Voluntary Resignation; Termination for Cause. If Executive’s employment with the Company is terminated due to (i) Executive becoming Disabled or Executive’s death, (ii) Executive’s voluntary resignation (other than for Good Reason) or (iii) the Company’s termination of Executive’s employment with the Company for Cause, then Executive (or Executive’s estate, as the case may be) will receive the Accrued Benefits, but will not be entitled to any other compensation or benefits from the Company except to the extent required by law (for example, COBRA); provided, however, that if Executive’s employment is terminated due to Executive becoming Disabled or Executive’s death, then (A) Executive (or Executive’s estate) will be entitled to receive any Cash Bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on date of Death or Disability; (B) Executive (or Executive’s estate) will also receive a lump sum severance payment equal to Executive’s Cash Bonus (calculated based on deemed achievement of the Performance Goals applicable thereto at target levels), pro-rated to the number of days in such fiscal year prior to Executive’s termination of employment and less all required tax withholdings and other applicable deductions; and (C) any stock options that are vested as of such separation date shall remain exercisable until the earliest of (x) the one year anniversary of such separation date, (y) the options’ expiration date; or (z) as otherwise provided pursuant to the equity plan under which such options were issued. All payments set forth in this Section 3(c) shall in all cases be paid within thirty (30) days of Executive’s termination of employment (or such earlier date as required by applicable law).

 

(d) Timing of Payments. Subject to any specific timing provisions in Section 3(a) through 3(c), as applicable, or the provisions of Section 4, payment of the severance and benefits hereunder shall be made or commence to be made as soon as practicable following Executive’s termination of employment.

 

(e) Exclusive Remedy. In the event of a termination of Executive’s employment with the Company (or any parent, subsidiary or successor of the Company), the provisions of this Section 3 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive may otherwise be entitled, whether at law, tort or contract, in equity, or under this Agreement (other than the Accrued Benefits). Except with respect to the Accrued Benefits(but without taking into account any reduction in Base Salary that gives rise to a termination for Good Reason), Executive will be entitled to no other severance, benefits, compensation or other payments or rights upon a termination of employment.

 

(f) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any earnings that Executive may receive from any other source reduce any such payment.

 

4. Conditions to Receipt of Severance.

 

(a) Release of Claims Agreement. The receipt of any severance payments or benefits pursuant to this Agreement is subject to Executive signing and not revoking a separation agreement and release of claims in a form attached to this Agreement as Attachment A (the “Release”), which must become effective no later than the sixtieth (60th) day following Executive’s termination of employment (the “Release Deadline”), and if not, Executive will forfeit any right to severance payments or benefits under this Agreement. To become effective, the Release must be executed by Executive and any revocation periods (as required by statute, regulation, or otherwise) must have expired without Executive having revoked the Release. In addition, in no event will severance payments or benefits be paid or provided until the Release actually becomes effective. If the termination of employment occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which Executive’s termination of employment occurs, then any severance payments or benefits under this Agreement that would be considered Deferred Payments (as defined in Section 4(c)(i)) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or such later time as required by (i) the payment schedule applicable to each payment or benefit as set forth in Section 3, (ii) the date the Release becomes effective, or (iii) Section 4(c)(ii); provided that the first payment shall include all amounts that would have been paid to Executive if payment had commenced on the date of Executive’s termination of employment.

 

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(b) Restrictive Covenants. The receipt of any termination benefits pursuant to Section 3 will be subject to Executive not having materially breached any provisions of the Confidentiality Agreement (as defined in Section 9 below). In the event Executive materially breaches the provisions of the Confidentiality Agreement, as reasonably determined by the Board in good faith, all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 3 will immediately cease (other than the Accrued Benefits).

 

(c) Section 409A.

 

(i) Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation not exempt under Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A. And for purposes of this Agreement, any reference to “termination of employment,” “termination” or any similar term shall be construed to mean a “separation from service” within the meaning of Section 409A. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A.

 

(ii) Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A at the time of Executive’s termination of employment (other than due to death), then the Deferred Payments, if any, that are payable within the first six (6) months following Executive’s separation from service, will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive’s separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive’s death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment, installment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

 

(iii) Without limitation, any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations is not intended to constitute Deferred Payments for purposes of clause (i) above.

 

(iv) Without limitation, any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit is not intended to constitute Deferred Payments for purposes of clause (i) above. Any payment intended to qualify under this exemption must be made within the allowable time period specified in Section 1.409A-1(b)(9)(iii) of the Treasury Regulations.

 

(v) To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (1) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by Executive, (2) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided, in any other calendar year.

 

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(vi) The payments and benefits provided under Sections 3(a) and Section 3(b) are intended to be exempt from or comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

 

5. Definition of Terms. The following terms referred to in this Agreement will have the following meanings:

 

(a) Cause. “Cause” means Executive’s:

 

(i) willful misconduct, intentional misrepresentation or gross negligence in the performance of Executive’s duties, which causes material injury to the Company or any of its affiliates (whether financially, reputationally or otherwise);

 

(ii) commission of an act of fraud, embezzlement, misappropriation or a breach by Executive of Executive’s fiduciary duty or duty of loyalty to the Company or its affiliates;

 

(iii) indictment, receipt of a charge or conviction for (or plea of guilty or nolo contendere with respect to) any felony or any crime involving dishonesty or moral turpitude;

 

(iv) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises;

 

(v) breach by Executive of the material terms of any material written agreement with the Company or any affiliate or any material written Company policies (including without limitation any improper disclosure of confidential data and breach of any policy related to sexual harassment, assault or fraternization), which have been provided or made available to Executive; or

 

(vi) failure of Executive to reasonably cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or intentional failure to preserve documents or other materials known to be relevant to such investigation or the intentional inducement of others to fail to cooperate or to produce documents or other materials reasonably anticipated to be relevant to such investigation.

 

Notwithstanding the foregoing, the Company may not terminate Executive’s employment for Cause under clauses (i), (ii) or (vi) of this definition unless (A) the Company or the Board has provided notice to Executive setting forth in reasonable detail the specific conduct purporting to constitute Cause within ninety (90) days of the date the Company or the Board first becomes aware of its existence, (B) Executive has failed to cure such conduct (if capable of cure) within ten (10) days following the date of receipt of such notice (which may be extended in the event the Executive is actively working to cure), and (C) the Board or the Company has terminated Executive’s employment within thirty (30) days following such failure to cure. Notwithstanding the foregoing, if within six (6) months following the termination of Executive’s services it is determined that Executive’s services could have been terminated for Cause, as such term is defined above, Executive’s services shall, at the election of the Board, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

 

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(b) Change in Control. “Change in Control” has the meaning ascribed to such term in the Company’s 2020 Equity Incentive Plan, as may be amended and restated from time to time.

 

(c) Code. “Code” means the Internal Revenue Code of 1986, as amended.

 

(d) Disability. “Disability” or “Disabled” means that Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one (1) year.

 

(e) Good Reason. “Good Reason” means the occurrence of any of the following events without the Executive’s prior written consent: (i) any reduction in Base Salary, except for across-the-board salary reductions similarly affecting all or substantially all senior management employees of the Company of less than ten percent (10%); (ii) any material diminution in the Executive’s duties, title or responsibilities, provided, however, that the CEO may, without Executive’s consent, transition management of the Growth, Customer Success and/or Marketing functions away from the Executive, and such transition shall not constitute a material diminution in the Executive’s duties, title or responsibilities; (iii) a relocation of the Executive’s principal place of employment (excluding any remote work arrangement) such that Executive’s normal daily one-way commute is increased by more than 35 miles as compared to Executive’s principal place of employment (excluding any remote work arrangement) as of the Effective Date; or (iv) a breach by the Company of any material obligation under any written agreement between the Executive and the Company or the failure of any successor to the Company to assume this Agreement. Notwithstanding the foregoing, Executive may not terminate Executive’s employment for Good Reason unless (A) the Executive has provided notice to the Board setting forth in reasonable detail the specific conduct of the Company or the Board purporting to constitute Good Reason within ninety (90) days of the date the Executive first becomes aware of its existence, (B) the Board has failed to cure (if capable of cure) such conduct within ten (10) days following the date of receipt of such notice (which may be extended in the event the Company is actively working to cure), and (C) the Executive has terminated Executive’s employment within thirty (30) days following such failure to cure.

 

(f) Governmental Authority. “Governmental Authority” means any federal, state, municipal, foreign or other government, governmental department, commission, board, bureau, agency or instrumentality, or any private or public court or tribunal.

 

(g) Person. “Person” shall be construed in the broadest sense and means and includes any natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and other entity or Governmental Authority.

 

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(h) Section 409A. “Section 409A” means Section 409A of the Code, and the final regulations and any guidance promulgated thereunder or any state law equivalent.

 

(i) Section 409A Limit. “Section 409A Limit” shall mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of Executive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s separation from service occurred.

 

6. Golden Parachute.

 

(a) Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this Section 6(a) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable, (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment.

 

(b) A nationally recognized certified public accounting firm selected by the Company (the “Accounting Firm”) shall perform the foregoing calculations related to the Excise Tax. If a reduction occurs pursuant to Section 9(a), the Accounting Firm shall administer the ordering of the reduction as set forth in Section 9(a). The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.

 

-8-

 

 

(c) The Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Executive and the Company.

 

7. Notwithstanding anything to the contrary in Section 9(a), if any Payment that would be otherwise reduced pursuant to Section 9(a) would not be so reduced if the stockholder approval requirements of Section 280G(b)(5) of the Code are capable of being satisfied, the Company will use its reasonable best efforts to cause such payments to be timely submitted for such approval in accordance with such requirements.

 

8. Arbitration.

 

(a) Arbitration. In consideration of Executive’s Employment, the Company’s promise to arbitrate all employment-related disputes (subject to Section 10 of the Confidentiality Agreement), and Executive’s receipt of the compensation, pay raises and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive’s Employment or termination thereof, including any breach of this Agreement, will be subject to binding arbitration pursuant to Virginia law. The Federal Arbitration Act shall also apply with full force and effect.

 

(b) Dispute Resolution. Disputes that Executive agrees to arbitrate, and thereby agrees to waive any right to a jury trial, include any statutory claims under local, state, or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes Oxley Act, the Worker Adjustment and Retraining Notification Act, the Virginia Human Rights Act, the Virginia Values Act, the Virginia Labor Code, claims of harassment, discrimination, and wrongful termination, and any statutory or common law claims. Executive further understands that this agreement to arbitrate also applies to any disputes that the Company may have with Executive.

 

(c) Procedure. Executive agrees that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Arbitration Rules & Procedures (the “JAMS Rules”). The arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, and motions for class certification, prior to any arbitration hearing. The arbitrator shall have the power to award any remedies available under applicable law, and each party shall bear its own attorneys’ fees, except to the extent awarded by the arbitrator to the prevailing party. The Company will pay for any administrative or hearing fees charged by the administrator or JAMS, and all arbitrator’s fees, except that Executive shall pay any filing fees associated with any arbitration that Executive initiates, but only so much of the filing fee as Executive would have instead paid had Executive filed a complaint in a court of law. Executive agrees that the arbitrator shall administer and conduct any arbitration in accordance with Virginia law, and that the arbitrator shall apply substantive and procedural Virginia law to any dispute or claim, without reference to the rules of conflict of law. To the extent that the JAMS Rules conflict with Virginia law, Virginia law shall take precedence. The decision of the arbitrator shall be in writing. Any arbitration under this Agreement shall be conducted in Texas.

 

-9-

 

 

(d) Remedy. Arbitration shall be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided by this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful written Company policy that has been provided to the Executive in accordance with Section 1(c) herein, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law that the Company has not adopted (it being understood that the arbitrator’s decision regarding the interpretation of any agreement between Executive and the Company shall not be construed as of the adoption of a new policy).

 

(e) Administrative Relief. Executive is not prohibited from pursuing an administrative claim with a local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, including, but not limited to, the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, the National Labor Relations Board, or the Workers’ Compensation Board. However, Executive may not pursue court action regarding any such claim, except as permitted by law.

 

(f) Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences and binding effect of this Agreement and fully understands it, including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY TRIAL.

 

(g) Independent Advice. Executive acknowledges that Executive has been advised to obtain independent advice and legal counsel to advise Executive concerning this Agreement, and that Executive has either done so or has knowingly waived that opportunity of Executive’s own free choice. Neither the Company nor any attorneys for the Company have advised Executive concerning this Agreement, and Executive is relying solely upon the advice of Executive’s own independent counsel (if any); nor has the Company or any attorneys for the Company coerced, used undue influence, or otherwise induced Executive to enter into this Agreement.

 

9. Successors.

 

(a) Company’s Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business or assets that become bound by this Agreement or any affiliate of any such successor that employs Executive.

 

-10-

 

 

(b) Executive’s Successors. This Agreement and all of Executive’s rights hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

 

(c) Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

 

10. Confidential Information. Executive agrees to comply with and be bound by the Employee Nondisclosure, Non-Solicitation, Confidentiality and Developments Agreement (the “Confidentiality Agreement”) entered into by and between Executive and the Company of even date herewith.

 

11. Notice.

 

(a) General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In Executive’s case, mailed notices shall be addressed to Executive at the home address that Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

 

(b) Notice of Termination. Any termination by the Company for Cause or resignation by Executive for Good Reason will be communicated by a notice of termination to the other party hereto given in accordance with Section 10(a) of this Agreement. Such notice will indicate the specific termination provision in this Agreement relied upon, will set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and will specify the termination date (which will be not more than thirty (30) days after the giving of such notice), subject to any applicable cure period. The failure by Executive or the Company to include in the notice any fact or circumstance which contributes to a showing of Good Reason or Cause, as applicable, will not waive any right of Executive or the Company, as applicable, hereunder or preclude Executive or the Company, as applicable, from asserting such fact or circumstance in enforcing Executive’s or its rights hereunder, as applicable.

 

12. Miscellaneous Provisions.

 

(a) No Duty to Mitigate. Executive will not be required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any earnings that Executive may receive from any other source.

 

(b) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

 

-11-

 

 

(c) Whole Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior or contemporaneous representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. Executive acknowledges and agrees that this Agreement encompasses all the rights of Executive to any severance payments and/or benefits based on the termination of Executive’s employment and Executive hereby agrees that he or she has no such rights except as stated herein. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto and which specifically mention this Agreement.

 

(d) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other deductions required to be withheld by law.

 

(e) Choice of Law and Severability. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Virginia, without giving effect to provisions governing the choice of law. If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the minimum extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is rendered illegal by any present or future statute, law, ordinance or regulation (collectively, the “Law”) then that provision shall be curtailed or limited only to the minimum extent necessary to bring the provision into compliance with the Law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.

 

(f) No Assignment. This Agreement and all of Executive’s rights and obligations hereunder are personal to Executive and may not be transferred or assigned by Executive at any time. The Company may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer to such entity of all or a substantial portion of the Company’s assets.

 

(g) Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive’s personal attorney, has had sufficient time to, and has carefully read and fully understood all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

 

(h) 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. Execution of a facsimile or electronic copy will have the same force and effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature.

 

(i) Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement by electronic means. Executive hereby consents to receive such documents by electronic delivery.

 

[Signature Page Follows]

 

-12-

 

 

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year set forth below.

 

COMPANY SOC TELEMED, INC.
     
  By: /s/ Steve Shulman
     
  Name: Steve Shulman
     
  Title: Chairman of the Board
     
  Date: 12/22/2021
     
EXECUTIVE DAVID MIKULA
     
  By: /s/ David Mikula
     
  Date: 12/22/2021

 

Attachment A: Form of Separation Agreement and Release of Claims

 

[Signature Page to Severance and Change in Control Agreement]

 

 

 

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