Exhibit 10.2
EXECUTION
AMERICAN WELL CORPORATION
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of June 13, 2024 (the “Effective Date”) by and between American Well Corporation, a Delaware corporation (the “Company”), and Roy Schoenberg, 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 and Executive entered into that certain Employment Agreement, dated as of June 18, 2020 (the “Prior Agreement”);
WHEREAS, on even date herewith, the Company and Executive entered into the Transition Agreement;
WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement; and
WHEREAS, the Company desires to continue to employ Executive for the period provided in this Agreement, and Executive desires to accept such continued 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:
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In addition, to protect the Confidential Information and other trade secrets of the Company and its subsidiaries, Executive agrees, during the Employment Term and for a period of twenty-four (24) 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 good or services in competition (through a Prohibited Activity) 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 subsidiaries to accept the services or goods of any other person, partnership, firm, corporation or other entity in competition (through a Prohibited Activity) with those provided by the Company or any of its subsidiaries.
Executive agrees that the covenants contained in this Section 12(a) are reasonable and desirable to protect the Confidential Information of the Company and its subsidiaries; 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 Agreement as of the day and year first above written, to be effective as of the Effective Date.
AMERICAN WELL CORPORATION |
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By: /s/ Bradford F. Gay |
Name: Bradford F. Gay |
Title: Senior Vice President and General Counsel |
EXECUTIVE |
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By: /s/ Roy Schoenberg |
Name: Roy Schoenberg |
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Signature Page to Roy Schoenberg Amended & Restated Employment Agreement
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