Exhibit 10.1
EXECUTION
AMERICAN WELL CORPORATION
Transition Agreement
This TRANSITION AGREEMENT (this “Agreement”), dated as of June 13, 2024 is entered into by and between American Well Corporation, a Delaware corporation (the “Company”), and Roy Schoenberg (the “Executive”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Employment Agreement, dated as of June 18, 2020, by and between the Company and the Executive (the “Employment Agreement”).
WHEREAS, the Executive currently serves as President and co-Chief Executive Officer of the Company pursuant to the Employment Agreement;
WHEREAS, the parties have determined that the Executive’s employment with the Company as President and co-Chief Executive Officer will transition to Executive Vice Chairman as of June 13, 2024 (the “Transition Date”) pursuant to the terms and conditions set forth in this Agreement;
WHEREAS, the Company and the Executive have mutually agreed that the Executive will continue employment with the Company in an officer capacity from and after the Transition Date as Executive Vice Chairman pursuant to the terms of the Amended and Restated Employment Agreement, dated as of even date herewith, by and between the Company and the Executive (the “Revised Employment Agreement”); and
WHEREAS, the Company and the Executive now desire to enter into a mutually satisfactory arrangement concerning, among other things, the transition of Executive’s service as President and Co-Chief Executive Officer to Executive Vice Chairman on the Transition Date and other matters related thereto.
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:
#98513264v2
#98513264v5
2
#98513264v2
#98513264v5
3
#98513264v2
#98513264v5
4
#98513264v2
#98513264v5
[Signature Page Follows]
5
#98513264v2
#98513264v5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
AMERICAN WELL CORPORATION |
|
By: /s/ Bradford Gay |
Name: Bradford Gay |
Title: SVP & General Counsel |
EXECUTIVE |
|
/s/ Roy Schoenberg |
Roy Schoenberg |
[Signature Page to R. Schoenberg Transition Agreement]
#98513264v2
#98513264v5
ANNEX A
GENERAL RELEASE
For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Executive does hereby knowingly and voluntarily release and forever discharge the “Releasees” hereunder, consisting of the Company, and its partners, subsidiaries, associates, affiliates, successors, heirs, assigns, agents and, in their capacities as such, directors, officers, employees, representatives, lawyers, insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”) in any way arising out of, based upon, or related to the employment or termination of employment of the Executive by the Releasees, or any of them, which the Executive now has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released herein shall include, Claims in any way arising out of, based upon, or related to the employment or termination of employment of the Executive by the Releasees, or any of them, relating to any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on Releasees’ right to terminate the employment of the Executive; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and Claims under Mass. Gen. Laws c. 149 Section 148, et. seq. (the Massachusetts Wage Act), which include Claims for failure to pay earned wages, failure to pay overtime, failure to pay earned commissions, failure to timely pay wages, failure to pay accrued vacation or holiday pay, failure to furnish appropriate pay stubs, improper wage deductions, and failure to provide proper check-cashing facilities. Notwithstanding the foregoing, this general release (the “Release”) shall not operate to release any rights or claims of the Executive (i) to payments or benefits under Section 2 of this Agreement, (ii) to payments or benefits under any equity award agreement between the Executive and the Company, (iii) to accrued or vested benefits the Executive may have, if any, as of the date hereof under any applicable plan, policy, practice, program, contract or agreement with the Company, (iv) to any Claims, including claims for indemnification and/or advancement of expenses arising under any indemnification agreement between the Executive and the Company, under the bylaws, certificate of incorporation or other similar governing document of the Company or under any directors’ and officers’ liability insurance policies of the Company, (v) to any Claims which cannot be waived by an employee under applicable law or (vi) with respect to the Executive’s right to communicate directly with, cooperate with, or provide information to, any federal, state or local government authority or regulator.
IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:
(A) THE EXECUTIVE HAS THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;
#98513264v2
#98513264v5
(B) THE EXECUTIVE HAS FIFTY (50) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT; AND
(C) THE EXECUTIVE HAS SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE THIS RELEASE, AND THIS RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION PERIOD.
The Executive represents and warrants that there has been no assignment or other transfer of any interest in any Claim which the Executive may have against Releasees, or any of them, and the Executive agrees to indemnify and hold Releasees, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Releasees, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Releasees against the Executive under this indemnity.
Notwithstanding anything herein, the Executive acknowledges and agrees that, pursuant to 18 USC Section 1833(b), the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive further acknowledges that he is not waiving the right to file an administrative charge or participate in an administrative investigation or proceeding with the Equal Employment Opportunity Commission or any other local, state, or federal administrative body or government agency, local city commission on human rights, or law enforcement prohibiting waiver of such right; provided, however, that the Executive hereby disclaims and waives any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding, excepting only any monetary award to which he may become entitled pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or other relief in connection with protected whistleblower activity. Nothing herein prohibits the Executive from communicating with any governmental agency or entity or regulatory or any law enforcement authority or making other disclosures under the whistleblower provisions of any applicable law, rule or regulation.
The Executive further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Releasees, or any of them, who have consistently taken the position that they have no liability whatsoever to the Executive.
#98513264v2
#98513264v5
IN WITNESS WHEREOF, the Executive has executed this Release this 13th day of June, 2024.
EXECUTIVE |
|
/s/ Roy Schoenberg |
Roy Schoenberg |
#98513264v2
#98513264v5
Exhibit A
Company Equity Awards
#98513264v2
#98513264v5