November 7, 2022
Jon R. Cohen MD 3 Lake Road North
Great Neck, New York 11020
Via Email: jon.cohen@Talkspace.com |
Dear Jon,
Talkspace, Inc. (d.b.a. Talkspace) (the “Company”) is very pleased to offer you the position of Chief Executive Officer reporting to the Company's Board of Directors (the “Board”) with a start date of November 9, 2022 (your actual start date, the “Start Date”). This letter agreement (this “Agreement”), including the exhibits attached hereto, sets forth the terms and conditions of your employment with the Company.
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“Annual Bonus”). Your target Annual Bonus will be equal to 100% of your Base Salary as in effect from time to time. Your Annual Bonus will be earned based on the achievement of both individual and Company goals as communicated to you by the Board or the Committee on an annual basis, and subject to the terms and conditions of the applicable program. For the 2023 calendar year, your annual bonus is guaranteed for at least the target Annual Bonus level of $600,000. You will have the opportunity to achieve up to a total of 150% of your target Annual Bonus based on achieving “maximum” level of achievement of the applicable performance goals as determined by the Board or the Committee for the applicable calendar year. Details on assessment, tracking, and eligibility is detailed in the Talkspace Handbook. In order to earn any Annual Bonus for a given calendar year, you must remain employed by the Company on the date such Annual Bonus is paid.
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restricted stock units and 400,000 stock options, and will be granted on the same date that the Initial Grant is made, however the 2023 LTI Award will not start vesting until March of 2024.
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and the Company shall further be entitled to recover the reasonable costs and attorney’s fees incurred in seeking relief for any such breach.
You shall at all applicable times be bound by all other Company policies, including the Company’s Employee Handbook, Code of Business Conduct and Ethics, the Company’s Clawback Policy, and the Company’s Insider Trading Policy. You will also be required to complete applicable immigration, payroll and tax forms, and to provide documentation of your eligibility to work in the United States, as required by the Immigration Reform and Control Act of 1986.
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If you agree with and accept the terms of this Agreement, please sign below and return this Agreement to me. We ask that you please return this Agreement within ten business days, otherwise this offer of employment will expire; however, if you need additional time to consider, please contact us at peopleops@talkspace.com. We look forward to having you join Talkspace.
Very truly yours,
/s/ Douglas Braunstein
Douglas Braunstein Chairman of the Board Talkspace Inc.
AGREED AND ACCEPTED BY:
/s/ Jon R. Cohen
Jon R. Cohen
Date: November 7, 2022
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