Exhibit 10.1
AMERICAN WELL CORPORATION
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of May 19, 2022 (the “Effective Date”) by and between American Well Corporation, a Delaware corporation (the “Company”), and Vaughn Paunovich, an individual (the “Executive”) (hereinafter collectively referred to as “the parties”). Where the context requires, references to the Company shall include the Company’s subsidiaries and affiliates.
RECITALS
WHEREAS, the Company desires to employ Executive for the period provided in this Agreement, and Executive desires to accept such employment with the Company, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:
The PSU Award will vest based on the achievement by the Company during the 3 year performance period of certain market capitalization milestones and in certain instances upon the continued employment of Executive 180 days after such vesting, all as further described in the final PSU Award Agreement.
The PSU Award will be granted pursuant to the terms of the form of PSU Award agreement and the Equity Plan, and the PSU Award will be subject in all respects to the terms and conditions set forth in the final PSU Award agreement and the Equity Plan.
The RSU Award will vest with the following vesting schedule: 40% of the RSU Award will vest on the Grant Date (Initial Vesting Date), 40% of the RSU Award upon the first anniversary of the Grant Date, and the remaining 20% of the RSU Award upon the eighteenth month of the Grant Date.
The RSU Award will be granted pursuant to the terms of the form of RSU Award agreement and the Equity Plan, and the RSU Award will be subject in all respects to the terms and conditions set forth in the final RSU Award agreement and the Equity Plan.
In addition, to protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliates, Executive agrees, during the Employment Term and for a period of twelve (12) months after Executive’s cessation of employment with the Company, not to (x) solicit any client or customer to receive services or to purchase any goods
or services in competition with those provided by the Company or any of its subsidiaries or (y) interfere or attempt to interfere in any material respect with the relationship between the Company or any of its subsidiaries on one hand and any client, customer, supplier, investor, financing source or capital market intermediary on the other hand, in any country. For purposes of this covenant, “solicit” or “solicitation” means directly or indirectly influencing or attempting to influence clients or customers of the Company or any of its affiliates to accept the services or goods of any other person, partnership, firm, corporation or other entity in competition with those provided by the Company or any of its affiliates.
Executive agrees that the covenants contained in this Section 12(a) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates; provided that solicitation through general advertising or the provision of references shall not constitute a breach of such obligations.
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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written, to be effective as of the Effective Date.
AMERICAN WELL CORPORATION
By: s/o Bradford Gay
Name: Bradford Gay
Title: SVP and General Counsel
EXECUTIVE
By: s/o Vaugh Paunovich
Name: Vaugh Paunovich
EXHIBIT A
DEFINITIONS
For purposes of Section 6(c) of this Agreement, the following shall constitute “Cause”: (1) Executive’s indictment or conviction for either a felony offense or any other crime involving, or participation in, any fraud, theft or embezzlement; (2) willful breach of Executive’s duties of good faith and fair dealing that are owed to the Company or any of its subsidiaries; (3) Executive’s material breach or violation of any material agreement between Executive and the Company or any of its subsidiaries; (4) willful and material failure to comply with the code of conduct of the Company or any of its subsidiaries or any other material written policies of the Company that have been approved by the board of directors of the Company (the “Board”) or its authorized delegate and which is materially harmful to the Company and its subsidiaries taken as a whole; or (5) Executive’s willful failure or refusal to follow the lawful directions of the Company’s Chief Executive Officer (or co-Chief Executive Officers, if applicable) or the Board; provided that Executive shall have thirty (30) days after written notice from the Company to cure the deficiency leading to the Cause determination (except with respect to prong (1) above, for which no notice is required) if, in the sole and reasonable discretion of the Board, such deficiency is curable.
For purposes of Section 6(e) of this Agreement, “Good Reason” means, without Executive’s express written consent: (1) the failure by the Company to provide Executive with Executive’s Base Salary, compensation and benefits in accordance with the terms of this Agreement, except for a reduction in Executive’s Base Salary prior to a Change in Control that is consistent with base salary reductions for similarly situated executives of the Company; (2) a material diminution in Executive’s authorities, responsibilities, position, reporting or job title as of immediately prior to such diminution; (3) the failure of the Company to assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company, as applicable, as contemplated by Section 16(a) hereof; (4) a requirement that Executive perform his duties under this Agreement at a location more than 25 miles from the location where Executive performs at the outset of this Agreement, excluding reasonable business travel incident to Executive’s performance of his duties; (5) a material breach by the Company of the terms of this Agreement. For the avoidance of doubt, Executive shall not be considered to have terminated Executive’s employment for Good Reason unless Executive has (A) not expressly consented in writing to the occurrence that Executive alleges constitutes Good Reason; (B) given the Company written Notice of Termination for Good Reason not more than thirty (30) days after Executive’s knowledge of the initial existence of the alleged condition giving rise to Good Reason; (C) given the Company at least thirty (30) days after receipt of such notice to cure the alleged deficiency; and (D) terminated Executive’s employment within sixty (60) days following the Company’s receipt of such notice.
EXHIBIT B
PRIOR INVENTIONS
Prior Invention | Party(ies) | Relationship |
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IF = IF 1 = 1 00 * !Unexpected End of Formula = 1