Exhibit 10.24
May 17, 2024
Ian Jiro Harris
c/o Talkspace, Inc.
622 Third Avenue
New York, NY 10017 Dear Ian,
We are very pleased to offer you (“you” or “Employee”) the position of “Chief Financial Officer” (this “Position”) with Talkspace LLC (the “Company” or “Talkspace”), reporting direct to the Chief Executive Officer, with an anticipated start date of May 20, 2024 (“Start Date”). This offer of at-will employment is conditioned on your satisfactory completion of certain requirements, as explained in this letter. Your employment is subject to the terms and conditions set forth in this letter, which override anything communicated to you, orally or in writing, during your interview or as part of any other communication, about your employment with Talkspace LLC.
As an employee in this Position, you will be classified as exempt and not entitled to overtime compensation pursuant to applicable federal, state and local wage and hour laws. You will be subject to all applicable employment and other policies of Talkspace, as outlined in the Talkspace Handbook and elsewhere.
In this Position you will perform duties and responsibilities that are reasonable and consistent with this Position, as may be assigned to you from time to time. You agree to devote your full business time, attention, and best efforts to the performance of your duties and to the furtherance of Talkspace’s interests. You will be permitted to serve on up to two (2) for-profit boards of directors without the prior written consent of the Board of Directors of the Company (the “Board”), provided that such board service does not materially interfere or conflict with your duties and responsibilities to the Company.
the pro-rated 2024 year will be 7/12ths on your target Annual Bonus, which going forward will be equal to 100% of your annual salary or $400,000 currently. Your Annual Bonus will be awarded based on the achievement of both individual and Company goals as communicated to you by the Company on an annual basis, approved by the Board, and subject to the terms and conditions of the applicable program. For 2024 and future years, you will have the opportunity to achieve up to a total of 150% of your target Annual Bonus (consistent with all other executive bonus program guidelines for 2024-2025) based on achieving max goals as defined by the CEO and Board of Directors.
jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.
* * *
We are excited about the prospect of you joining our team. If you have any questions about the above details, please contact People Operations at peopleops@talkspace.com. If you wish to
accept this Position, please sign below and return this letter agreement within three (3) business days; after three business days, this offer will be deemed to be withdrawn.
Very truly yours,
Jon Cohen
Chief Executive Officer Talkspace
Acceptance of Offer
I have read and understand all the terms of the offer of employment set forth in this letter and I accept each of those terms. I also understand and agree that my employment is at-will and, with the exception of a subsequent written agreement signed by an authorized Talkspace representative, no statements or communications, whether oral or written, will modify my at-will employment status. I further understand that this letter is Talkspace’s complete offer of employment to me and this letter supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to my employment. I have not relied on any agreements or representations, express or implied, that are not set forth expressly in this letter.
By:
Name: Ian Harris Date:
EXHIBIT A
TALKSPACE, INC.
AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN
Talkspace, Inc., a Delaware corporation (the “Company”), has adopted this Talkspace, Inc. Amended and Restated Executive Severance Plan, including the attached Exhibits (the “Plan”), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protections to a select group of management or highly compensated employees (within the meaning of ERISA (as defined below)) in connection with qualifying terminations of employment.
any
other willful misconduct that has caused or is reasonably expected to result in material reputational, economic or financial injury to the Company;
of illegal drugs on the Company’s (or any affiliate’s) premises or while performing the Participant’s duties
and responsibilities;
or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or
The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Committee and shall be conclusive and binding on the Participant. With respect to the foregoing definition, the term “Company” will be interpreted to include any subsidiary, parent, affiliate, or any successor thereto, if appropriate.
hereof.
its subsidiaries.
the passage of time granted under any equity-based award plan of the Company, including, but not limited to, the Company’s 2021 Incentive Award Plan, as may be amended from time to time.
Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (1) the Participant provides written notice to the Company setting forth in reasonable detail the facts and circumstances claimed by the Participant to constitute Good Reason within 90 days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason; (2) the Company fails to cure such acts or omissions within 30 days following its receipt of such notice; and (3) the effective date of the Participant’s termination for Good Reason occurs no later than 60 days after the expiration of the Company’s cure period. With respect to the foregoing definition, the term “Company” will be interpreted to include any subsidiary, parent, affiliate, or any successor thereto, if appropriate.
severance or termination benefits that explicitly supersedes and/or replaces the payments and benefits provided under this Plan. For the avoidance of doubt, retention bonus payments, change in control bonus payments and other similar cash payments shall not constitute “cash severance” for purposes of this definition. Notwithstanding anything in this Plan to the contrary, each of the Chief Executive Officer, the Chief Operating Officer, and the Chief Financial Officer of the Company shall be a Tier 1 Participant in the Plan.
Administrator (including with respect to whether a Qualifying Termination has occurred) shall be final, conclusive and binding on all parties who have an interest in the Plan.
6.2 hereof, the Cash Severance (as set forth on Exhibit A) shall be paid in substantially equal installments in accordance with the Company’s normal payroll practice over the Base Compensation continuation period set forth on Exhibit A, but commencing on the first payroll date following the 60th day following the Date of Termination (and amounts otherwise payable prior to such first payroll date shall be paid on such date without interest thereon).
equal to the Cash Severance determined in accordance with Exhibit B attached hereto. Subject to Section
6.2 hereof, the Cash Severance (as set forth on Exhibit B) shall be paid in substantially equal installments
in accordance with the Company’s normal payroll practice over the Base Compensation continuation period set forth on Exhibit B, but commencing on the first payroll date following the 60th day following the Date
of Termination (and amounts otherwise payable prior to such first payroll date shall be paid on such date without interest thereon); provided, that in the event the CIC Termination occurs prior to a Change in Control, then any incremental Cash Severance that would have been payable between the Date of Termination and the Change in Control date (i.e., incremental Cash Severance above the Cash Severance payable upon a Qualifying Termination that is not a CIC Termination) instead shall be paid in a single lump sum on the date of the Change in Control;
arrangement or agreement, the Cash Severance benefits under the Plan shall first be reduced, and any noncash severance payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (a) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total
Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (b) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
overnight carrier or United States certified mail, return receipt requested, addressed, if to a Participant, to the address or email address on file with the Company or to such other address or email address as the Participant may have furnished to the other in writing in accordance herewith and, if to the Company, to such address or email address as may be specified from time to time by the Administrator, except that notice of change of address shall be effective only upon actual receipt.
subject matter hereof. Severance payable under the Plan is not intended to duplicate any other severance benefits payable to a Participant by the Company. By participating in the Plan and accepting the Severance Benefits hereunder, the Participant acknowledges and agrees that any prior agreement, arrangement and understanding between any Participant, on the one hand, and the Company and/or any subsidiary, on the other hand, with respect to the subject matter hereof is hereby revoked and ineffective with respect to the Participant (including with respect to any severance arrangement contained in an effective employment agreement, employment letter agreement by and between the Participant and the Company (and/or any subsidiary)).
* * * * *
Talkspace LLC Executive Offer Letter 17
May 2024
Exhibit A
CALCULATION OF QUALIFYING TERMINATION SEVERANCE AMOUNTS*
Tier | Cash Severance | COBRA Period (1) |
1 | 12 months of Base Compensation continuation
(continuation period is 12 months) |
12 months |
2 | 6 months of Base Compensation continuation
(continuation period is 6 months) |
6 months |
(1) COBRA Period begins on the first day of the calendar month following the calendar month in which the Date of Termination occurs.
* For clarity, a Participant who experiences a Qualifying Termination and becomes entitled to payments/benefits pursuant to this Exhibit A shall not be entitled to a Pro-Rata Target Bonus and/or accelerated vesting of any Equity Awards.
Exh. A-1
Exhibit B
CALCULATION OF CIC TERMINATION SEVERANCE AMOUNTS
Tier | Cash Severance | Pro-Rata Target Bonus | Equity Acceleration | COBRA Period (1) |
1 | 24 months of Base Compensation continuation + 200% Target Incentive | Pro-Rata Target Bonus | Full vesting acceleration of Equity Awards. | 18 months |
| Compensation |
|
|
|
| (continuation period |
|
|
|
| is 24 months) |
|
|
|
2 | 12 months of Base Compensation continuation + |
|
| 12 months |
| 100% Target |
|
|
|
| Incentive |
|
|
|
| Compensation |
|
|
|
| (continuation period |
|
|
|
| is 12 months) |
|
|
|
Exh. B-1
FORM OF RELEASE
[To be attached]
DETAILED CLAIMS PROCEDURES
Section 1.1. Claim Procedure. Claims for benefits under the Plan shall be administered in accordance with Section 503 of ERISA and the Department of Labor Regulations thereunder. The Administrator shall have the right to delegate its duties under this Exhibit and all references to the Administrator shall be a reference to any such delegate, as well. The Administrator shall make all determinations as to the rights of any Participant, beneficiary, alternate payee or other person who makes a claim for benefits under the Plan (each, a “Claimant”). A Claimant may authorize a representative to act on his or her behalf with respect to any claim under the Plan. A Claimant who asserts a right to any benefit under the Plan he has not received, in whole or in part, must file a written claim with the Administrator. All written claims shall be submitted to the head of Human Resources of Talkspace, Inc.
and the Plan benefits requested in such appeal have been denied in whole or in part. If any judicial proceeding is undertaken to appeal the denial of a claim or bring any other action under ERISA other than a breach of fiduciary claim, the evidence presented may be strictly limited to the evidence timely presented to the Administrator. Any such judicial proceeding must be filed by the earlier of: (a) one year after the Administrator’s final decision regarding the claim appeal or (b) one year after the Participant or other Claimant commenced payment of the Plan benefits at issue in the judicial proceeding. The jurisdiction and venue for any judicial proceedings arising under or relating to the Plan will be exclusively in the courts in
California, including the federal courts located there should federal jurisdiction exist. This paragraph (c) shall not be construed to prohibit the enforcement of any arbitration agreements.
EXHIBIT B
Confidential Information, Restrictive Covenant and Work for Hire Agreement
This Confidential Information, Restrictive Covenant and Work for Hire Agreement (hereinafter referred to as the “Agreement”) is dated as of June 1, 2024, (hereinafter referred to as the “Effective Date”) and is between: Talkspace LLC (hereinafter the “Company”), having a place of business at 2578 Broadway #607, New York, NY 10025, and Ian Harris (hereinafter referred to in the first person as “I”, “you” or “your”).
In consideration for my engagement by the Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I hereby agree as follows:
You acknowledge that, during the course of your employment by the Company, I may become privy to confidential, non-public information of the Company, its subsidiaries, affiliates, clients, consultants, employees, contractors, collectively comprise the “Company”) and that any unauthorized use or communication of such Confidential Information (defined below) could damage the Company’s business. You shall hold strictly confidential, secret and inviolate all such Confidential Information and shall not disclose or cause or permit to be disclosed any Confidential Information to any person, party or other entity unless specifically designated by Company, and are similarly bound not to disclose or cause or permit to be disclosed any Confidential Information to any employee of the Company not having reasonable Company business needs for access to such information. “Confidential Information” means all information concerning the Company (including but not limited to any information concerning any Company clients or other proprietary information or trade secret of the Company), other than information generally available to the public, except for information that becomes public through the breach of this Agreement, specifically including without limitation, PHI (as defined in Section 6.2 below) information or documents in whatever form maintained that relates in any way to the Company’s business opportunities, business plans, business methods, clients, and/or vendors (including lists, contact information, contracts, terms, preferences, requirements and/or dealings with such individuals/entities), frameworks, models, marketing, sales, purchasing, merchandising, operations, pricing, costing, research, analyses, designs, drawings, files, records, data, plans, specifications, financials, training, database, engineering, computer programs, electronic communications systems, technical information, employees, contractors, compensation, trade secrets, patented processes, inventions, copyrights, techniques and other information in any way concerning or referring to the Company, its products, services, research, concepts, processes, engineering and/or development and all other information concerning how the Company creates, develops, acquires or maintains its products, services and marketing plans, targets its potential clients and otherwise operates its business, or otherwise designates as confidential. Confidential Information also shall include any information or documents created by you in connection with your employment or for the Company’s benefit.
kind in and to the Developments and to defend and compromise any and all actions, suits and proceedings in respect of any of the Developments and to do any and all such acts and things
in relation thereto as the Company, its successors or assigns shall deem advisable, and I hereby declare that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable by me in any manner or for any reason.
materials) in my possession or under my control, whether prepared by me or others, in whatever form on whatever medium, which contain Proprietary Information. I acknowledge that this material is the sole property of the Company.
For so long as I am engaged with the Company and for a period of six full months thereafter, I will not, without the express written consent of the Company, directly or indirectly, engage in, participate in, or assist, as owner, part-owner, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity, any business organization or person, do business that is related to internet based behavioral health platforms.
(iii) is commonly regarded as confidential in the healthcare industry, or (iv) is PHI as defined by HIPAA. You agree that while working with Talkspace to maintain the confidentiality of any PHI that you may incidentally or inadvertently encounter, view or have access to as part of your employment. You also agree not to further use or disclose any PHI that you incidentally or inadvertently view or obtains access to and further agree to implement appropriate safeguards to prevent any further use or disclosure of any PHI that you incidentally or inadvertently access. You agree to comply with all applicable laws and regulations, including HIPAA and the HITECH Act, to the extent applicable in your employment, to fulfill your obligations under this Agreement.
including without limitation preventing disclosure or further disclosure by me of Proprietary Information.
I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND I UNDERSTAND, AND AGREE TO, EACH OF SUCH PROVISIONS, EFFECTIVE AS OF THE DATE FIRST ENTERED ABOVE.
Accepted and Agreed:
Talkspace Ian Harris
By:
Date: 5/17/2024
Name: Jon Cohen
Title: Chief Executive Officer and Board Member
5/20/2024
Date:
SCHEDULE A
List of prior inventions and original works (if any):
Not applicable