agilon health (AGL) S-1 IPO registration

Exhibit 10.7

Confidential

AMENDED AND RESTATED

AGILON HEALTH TOPCO, INC.

STOCK INCENTIVE PLAN

Article I

Purpose

This stock incentive plan of Agilon Health Topco, Inc. has been established to foster and promote its and the Subsidiaries’ long-term financial success. This Plan succeeds and replaces the Agilon Health Holdings, Inc. Stock Incentive Plan (the “Former Plan”). Capitalized terms have the meaning given in Article XI.

Article II

Powers of the Board

Section 2.1 Power to Grant Awards. The Board shall select officers and key Employees, Directors, independent contractors, consultants and other service providers to participate in the Plan. The Board shall determine the terms of each Award, consistent with the Plan.

Section 2.2 Administration. The Board shall be responsible for the administration of the Plan. The Board may prescribe, amend and rescind rules and regulations relating to the administration of the Plan, provide for conditions and assurances it deems necessary or advisable to protect the interests of the Company and make all other determinations necessary or advisable for the administration and interpretation of the Plan. Any authority exercised by the Board under the Plan shall be exercised by the Board in its sole discretion. Determinations, interpretations or other actions made or taken by the Board under the Plan shall be final, binding and conclusive for all purposes and upon all persons.

Section 2.3 Delegation by the Board. All of the powers, duties and responsibilities of the Board specified in this Plan may be exercised and performed by any duly constituted committee thereof to the extent authorized by the Board to exercise and perform such powers, duties and responsibilities, and any determination, interpretation or other action taken by such committee shall have the same effect hereunder as if made or taken by the Board.

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Article III

Shares Subject to Plan

Section 3.1 Number. The maximum number of shares of Common Stock that may be issued under the Plan or be subject to Awards may not exceed 712,500 shares, of which: (i) 462,500 shares may be issued in respect of Options granted pursuant to Article V (the “Option Limit”) and (ii) 250,000 shares may be issued for other Awards, including sales of shares pursuant to Article IV (the “Other Award Limit”). The shares of Common Stock to be delivered under the Plan may consist, in whole or in part, of authorized but unissued shares of Common Stock that are not reserved for any other purpose.

Section 3.2 Canceled, Terminated or Forfeited Awards; Share Counting.

(a) Upon the grant or sale of an Award under the Plan, the remaining number of shares of Common Stock set forth in Section 3.1 (and as applicable the Option Limit or Other Award Limit) shall be reduced by the number of shares granted (i.e., the number of shares of Common Stock subject to such Award) or sold. In the event that, subsequent to any such grant or sale, the Company reacquires any of such shares of Common Stock, such reacquired shares of Common Stock shall again be available for grant under the Plan.

(b) Upon the exercise or conversion of any Award or portion thereof, there shall again be available for grant under the Plan the number of shares subject to such Award or portion thereof minus the actual number of shares of Common Stock issued in connection with such exercise or conversion. If any such Award or portion thereof is for any reason forfeited, canceled, expired or otherwise terminated without the issuance of shares of Common Stock, the Common Stock subject to such forfeited, canceled, expired or otherwise terminated Award or portion thereof shall again be available for grant under the Plan. If shares of Common Stock are withheld from issuance with respect to an Award by the Company in satisfaction of any tax withholding or similar obligations, such withheld shares shall again be available for grant under the Plan. Awards which the Board reasonably determines will be settled in cash or will be forfeited shall not reduce the Plan maximum set forth in Section 3.1. For the avoidance of doubt, shares that again become available under this Section 3.2(b) shall be available only for the Other Award Limit or Option Limit, as applicable, under which such prior Award was granted or sold.

Section 3.3 Adjustment upon Change in Capitalization. If and to the extent necessary or appropriate to reflect any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting the Common Stock, the Board shall adjust the number of shares of Common Stock available for issuance under the Plan and the number, class and exercise price of outstanding Awards, and/or make such substitution, revision or other provisions or take such other actions with

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respect to any outstanding Award or the holder or holders thereof (including, if so determined by the Board, cash payments), in each case as it determines to be equitable. Without limiting the generality of the foregoing sentence, in the event of any such transaction, the Board shall have the power to make such changes as it deems appropriate in the number and type of shares or other securities covered by outstanding Awards, the prices specified therein (if applicable), and the securities, cash or other property to be received upon the exercise, settlement, conversion or repurchase of such outstanding Awards or otherwise to be received in connection with such outstanding Awards. After any adjustment made pursuant to this Section 3.3, the number of shares subject to each outstanding Award shall be rounded down to the nearest whole number. Any action taken pursuant to this Section 3.3 shall be effected in a manner that is exempt from or otherwise complies with Section 409A of the Code.

Article IV

Stock Purchase

Section 4.1 Awards and Administration. The Board may offer and sell Common Stock to Participants at such time or times as it shall determine, the terms of which shall be set forth in a Subscription Agreement.

Section 4.2 Minimum Purchase Price. Unless otherwise determined by the Board, the purchase price for any Common Stock to be offered and sold pursuant to this Article IV shall not be less than the Fair Market Value on the Grant Date.

Section 4.3 Payment. Unless otherwise determined by the Board, the purchase price with respect to any Common Stock offered and sold pursuant to this Article IV shall be paid in cash or other readily available funds simultaneously with the closing of the purchase of such Common Stock.

Article V

Terms of Options

Section 5.1 Grant of Options. The Board may grant Options to Participants at such time or times as it shall determine. Options granted pursuant to the Plan will not be “incentive stock options” as defined in the Code. Each Option granted to a Participant shall be evidenced by an Option Agreement that shall specify the number of shares of Common Stock that may be purchased pursuant to such Option, the exercise price at which shares of Common Stock may be purchased pursuant to such Option, the duration of such Option (not to exceed the tenth anniversary of the Grant Date), and such other terms as the Board shall determine.

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Section 5.2 Exercise Price. The exercise price per share of Common Stock to be purchased upon exercise of an Option shall not be less than the Fair Market Value on the Grant Date.

Section 5.3 Vesting and Exercise of Options. Options shall become vested or exercisable in accordance with the vesting schedule or upon the attainment of such performance criteria as shall be specified by the Board on or before the Grant Date. The Board may accelerate the vesting or exercisability of any Option, all Options or any class of Options at any time and from time to time.

Section 5.4 Payment. The Board shall establish procedures governing the exercise of Options, which procedures shall, unless the Board determines otherwise and/or as otherwise specified in an Award Agreement, generally require that prior written notice of exercise be given and that the exercise price (together with any required withholding taxes or other similar taxes, charges or fees) be paid in full in cash, cash equivalents or other readily-available funds at the time of exercise. Notwithstanding the foregoing, on such terms as the Board may establish from time to time following a Public Offering (i) the Board may permit a Participant to tender to the Company any Common Stock such Participant has owned for at least six months and one day (or such other minimum period of time necessary to avoid any adverse accounting charges) for all or a portion of the applicable exercise price or maximum required withholding taxes and (ii) the Board may authorize the Company to establish a broker-assisted exercise program. In connection with any Option exercise, the Company may require the Participant to furnish or execute such other documents as it shall reasonably deem necessary to (a) evidence such exercise, (b) determine whether registration is then required under the U.S. federal securities laws or similar non-U.S. laws or (c) comply with or satisfy the requirements of the U.S. federal securities laws, applicable state or non-U.S. securities laws or any other law. Unless the Board determines otherwise, if the shares of Common Stock acquired upon exercise of an Option are not covered by a Subscription Agreement then in effect, then, as a condition to the exercise of any Option before a Public Offering, a Participant (or, in the case of a Participant’s death or Disability, such other person authorized by Section 12.1) shall enter into a Subscription Agreement in the form then customarily used by the Company.

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Article VI

Restricted Stock and Restricted Stock Units

Section 6.1 Grants of Restricted Stock and Restricted Stock Units. The Board may grant Restricted Stock or Restricted Stock Units to Participants at such time or times and on such terms and conditions as it shall determine. Restricted Stock and Restricted Stock Units granted to a Participant shall be evidenced by an Award Agreement that shall specify the number of shares of Restricted Stock or the number of Restricted Stock Units that are being granted to the Participant, the vesting conditions applicable to such Restricted Stock or Restricted Stock Units, the rights and obligations of the Participant with respect to such Restricted Stock or Restricted Stock Units, and such other terms and conditions as the Board shall determine (including, if determined by the Board, payment of a portion of the Fair Market Value thereof).

Section 6.2 Conditions to Grant. Unless the Board determines otherwise, if the applicable shares of Common Stock are not covered by a Subscription Agreement then in effect, then it shall be a condition to the issuance of Restricted Stock and the settlement of Restricted Stock Units that the Participant who receives such Award (or, in the case of a Participant’s death or Disability, such other person authorized by Section 12.1 or Section 12.3) enter into a Subscription Agreement in the form then customarily used by the Company. Unless otherwise determined by the Board, if the Restricted Stock is issued in certificated form, the certificates evidencing shares of Restricted Stock shall be held by the Secretary of the Company or another custodian selected by the Company.

Section 6.3 Vesting Conditions. Awards of Restricted Stock and Restricted Stock Units shall vest in accordance with the vesting conditions specified in the applicable Award Agreement. These vesting conditions may include, without limitation and alone or in any combination, the continued provision of services to the Company or any of its Affiliates or the achievement of individual, corporate, business unit or other performance goals. Awards of Restricted Stock (prior to the vesting thereof) and Restricted Stock Units (prior to the settlement thereof) may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated other than as permitted by the Board.

Section 6.4 Stockholder Rights; Dividend Equivalents. Awards of Restricted Stock shall have such voting and dividend rights as the Board shall, in its discretion, determine, including as may be provided in an Award Agreement. With respect to Awards of Restricted Stock Units, the Board may, in its discretion, determine that the payment of dividends (or dividend equivalents), or a specified portion thereof, declared or paid on shares of Common Stock by the Company shall be (i) not paid to Participants holding Awards of Restricted Stock Units in respect of any period prior to the issuance of shares of Common Stock therefor, (ii) paid without restriction or deferral or (iii) credited but deferred until the lapsing of the vesting restrictions imposed upon such Restricted Stock Units or the settlement of such Restricted Stock Units. In the event that dividend equivalent payments are to be deferred, the Board shall determine whether such dividend equivalent payments are to be deemed reinvested in shares of Common Stock (which shall be held as additional Restricted Stock Units) or held in cash or other

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notional instruments. Payment of deferred dividend equivalent payments in respect of Restricted Stock Units (whether held in cash or as additional Restricted Stock Units or other notional instruments), shall be made upon the vesting or settlement (as the Board shall determine) of the Restricted Stock Units to which such deferred dividend equivalent payments relate, and any dividend equivalent payments so deferred in respect of any Restricted Stock Units shall be forfeited upon the forfeiture of the related Restricted Stock Units.

Section 6.5 Board Discretion. Notwithstanding anything else contained in this Plan to the contrary, the Board may accelerate the vesting of any Restricted Stock or Restricted Stock Units or any class or series of Restricted Stock or Restricted Stock Units for any reason on such terms and subject to such conditions, as the Board shall determine, at any time and from time to time. Any such action with respect to an Award constituting deferred compensation subject to Section 409A of the Code shall be effected in a manner consistent with Section 409A of the Code.

Section 6.6 Deferral. The Board may provide for the deferral of Restricted Stock Units to Participants at such time or times and subject to such terms and conditions as the Board shall determine. No shares of Common Stock will be issued at the time such a deferred award is made and the Company shall not be required to set aside a fund for the payment of any such award. Any such deferred Award shall be effected in a manner consistent with Section 409A of the Code.

Article VII

Termination of Employment

Section 7.1 Expiration of Options Following Termination of Employment. Unless otherwise determined by the Board on or before the Grant Date or thereafter in a manner more favorable to the Participant, if a Participant’s employment with the Company terminates, such Participant’s Options shall be treated as follows:

(a) any unvested Options shall terminate effective as of such termination of employment; provided that if a Participant’s employment with the Company is terminated in a Special Termination (i.e., by reason of the Participant’s death or Disability), any unvested Options held by the Participant shall vest as of the effective date of such Special Termination in an amount equal to the product of (x) the number of Options held by the Participant that would have vested if the Participant’s employment with the Company had continued until the next following anniversary of the applicable Grant Date multiplied by (y) a fraction, the numerator of which is the number of days that have elapsed from the later of such Grant Date or the most recent anniversary of such Grant Date and the denominator of which is 365.

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(b) except in the case of a termination for Cause, vested Options shall remain exercisable through the earliest of (i) the normal expiration date, (ii) 90 days after the Participant’s termination of employment or 180 days in the case of a Special Termination or Retirement, and (iii) any cancellation pursuant to Section 8.1; and

(c) in the case of a termination for Cause, any and all Options held by such Participant (whether or not then vested or exercisable) shall terminate immediately upon such termination of employment.

Section 7.2 Effect of Termination of Employment on Restricted Stock and Restricted Stock Units. Unless otherwise determined by the Board, upon the termination of a Participant’s employment or service with the Company or any Subsidiary, any unvested Restricted Stock and any unvested Restricted Stock Units held by the Participant shall be automatically forfeited and canceled.

Section 7.3 Call Rights upon Termination of Employment Prior to a Public Offering. Unless otherwise determined by the Board on or before the Grant Date, or thereafter in a manner more favorable to the Participant, each Subscription Agreement shall provide that the Company and the Investors shall have successive rights prior to a Public Offering to purchase all or any portion of a Participant’s Common Stock upon any termination of employment, at such time and at a purchase price per share equal to the Fair Market Value as of the date specified in the Subscription Agreement (or, if the Participant’s employment termination qualifies as a termination for Cause, for a purchase price per share equal to the lesser of (i) the Fair Market Value as of the date specified in the Subscription Agreement and (ii) such Participant’s per share purchase price). Without limiting the generality of this Section 7.3 or of the administrative powers of the Board, the Company may require, as a condition to the acquisition of any Common Stock under the Plan, that (i) the Participant execute and deliver an undated stock power, duly executed in blank, for the shares and a power of attorney, in each case to effectuate the purchase described herein, and (ii) the Participant’s spouse execute and deliver a form of spousal waiver with respect to such shares.

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Article VIII

Change in Control

Section 8.1 Accelerated Vesting and Payment. Except as otherwise provided in this Article VIII or in an Option Agreement, (i) upon a Change in Control, each Option, whether vested or unvested, shall be canceled in exchange for a payment in an amount or with a value equal to the excess, if any, of the Change in Control Price over the exercise price for such Option and (ii) without limiting any discretion to replace Options with Alternative Awards pursuant to Section 8.2, the form or timing of all or any part of the consideration to be paid in respect of an Option (including, without limitation, shares of Common Stock issued under the Plan) in connection with a Change in Control may be different than the form or timing of consideration received by the Investors (to the extent permitted under Section 409A of the Code), so long as the value of the Change in Control Price applied to such Option, as determined by the Board in good faith, is at least equal to the Change in Control Price paid to the Investors. Subject to the preceding sentences, the Board may, in its sole discretion, pay different forms of consideration in respect of different Options (or in respect of the vested portion or unvested portion of Awards) or Options held by different Participants.

The effect (if any) of a Change in Control upon shares of Restricted Stock and Restricted Stock Units shall be as provided in the Award Agreement governing such Award or any more favorable treatment determined by the Board prior to the Change in Control, and in the case of Restricted Stock Units consistent with Section 409A of the Code.

Section 8.2 Alternative Award. Except as otherwise provided in an Option Agreement, no cancellation, acceleration of vesting or other payment shall occur with respect to any Option if the Board reasonably determines in good faith, prior to the occurrence of a Change in Control, that such Option shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed or substituted award, an “Alternative Award”), provided that any Alternative Award must:

(a) give the Participant who held such Option rights and entitlements substantially equivalent to or better than the rights and terms applicable under such Option, including, but not limited to, an identical or better exercise and vesting schedule, and identical or better timing and methods of payment; and

(b) have terms such that if a Participant’s employment is involuntarily (i.e., by the Company or its successor other than for Cause) or constructively (i.e., by the Participant with “good reason”, which, for a Participant who is a party to an employment or other services agreement with the Company or its Affiliate that contains such term, shall be as defined in such employment or other services agreement, and, for a Participant who is not a party to an employment agreement or other services containing such term, shall be determined by the Board prior to the Change in Control so as to be reasonably protective of the Participant in light of the circumstances of the particular transaction) terminated within two years

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following a Change in Control at a time when any portion of the Alternative Award is unvested, the unvested portion of such Alternative Award shall immediately vest in full and such Participant shall receive either (1) a cash payment equal in value to the excess (if any) of the fair market value of the stock subject to the Alternative Award at the date of exercise or settlement (as determined in good faith by the board of directors of the issuer of the Alternative Award) over the price (if any) that such Participant would be required to pay to exercise such Alternative Award or (2) publicly-traded shares or equity interests equal in value equal to the value in clause (1).

Any Alternative Award shall either be exempt from, or otherwise comply with, Section 409A of the Code.

Section 8.3 Limitation of Benefits. Unless otherwise provided in the Award Agreement, if, whether as a result of accelerated vesting, the grant of an Alternative Award or otherwise, a Participant would receive any payment, deemed payment or other benefit as a result of the operation of Section 8.1 or Section 8.2 that, together with any other payment, deemed payment or other benefit a Participant may receive under any other plan, program, policy or arrangement, would constitute an “excess parachute payment” under Section 280G of the Code, then, notwithstanding anything in this Plan to the contrary, the payments, deemed payments or other benefits such Participant would otherwise receive under Section 8.1 or 8.2 shall be reduced to the extent necessary to eliminate (or, if not able to be completely eliminated, to the extent necessary to be mitigated to the maximum extent practicable) any such excess parachute payment and such Participant shall have no further rights or claims with respect thereto. If the preceding sentence would result in a reduction of the payments, deemed payments or other benefits a Participant would otherwise receive in more than an immaterial amount, the Company will (1) submit payment of the reduced payments to the Company’s shareholders for approval in the manner provided for in Section 280G(b)(5) of the Code and the regulations thereunder with respect to such reduced payments or other benefits (if the Company is eligible to do so), so that, if such shareholder approval is obtained, such payments would not be treated as “parachute payments” for these purposes (and therefore would cease to be subject to reduction pursuant to this Section 8.3) and (2) use commercially reasonable efforts to obtain such approval.

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Article IX

Authority to Vary Terms or Establish Local Jurisdiction Plans

The Board may vary the terms of Awards under the Plan for different Participants or groups of Participants prior to grant or sale, or establish sub-plans under this Plan to authorize the grant or sale of awards that have additional or different terms or features from those otherwise provided for in the Plan, if and to the extent the Board determines necessary or appropriate to permit the grant or sale of awards that are best suited to further the purposes of the Plan and to comply with applicable securities laws in a particular jurisdiction or provide terms appropriately suited for Participants in such jurisdiction in light of the tax laws or accounting treatment applicable to such jurisdiction while being as consistent as otherwise possible with the terms of Awards under the Plan; provided that this Article IX shall not be deemed to authorize any increase in the number of shares of Common Stock available for issuance under the Plan set forth in Section 3.1.

Article X

Amendment, Modification, and Termination of the Plan

The Board may terminate or suspend the Plan at any time, and may amend or modify the Plan from time to time. No amendment, modification, termination or suspension of the Plan shall have a substantial adverse effect on the economic terms of any Award theretofore granted under the Plan without the consent of the Participant holding such Award or the consent of a majority of Participants holding similar Awards (such majority to be determined based on the number of shares covered by such Awards). Shareholder approval of any such amendment, modification, termination or suspension shall be obtained to the extent mandated by applicable law, or if otherwise deemed appropriate by the Board.

Article XI

Definitions

Section 11.1 Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below:

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person; provided that a director, officer, member of management or other employee of the Company or any Subsidiary shall not be deemed to be an Affiliate of the Investors. For these purposes, “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person by reason of ownership of voting securities, by contract or otherwise. For purposes of the Plan, Affiliates of the Company shall include independent physician associations for which the Company or any of the Subsidiaries provide management services, unless the Board determines otherwise.

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“Alternative Award” has the meaning given in Section 8.2.

“Award” shall mean an Option, an offer and sale of Common Stock pursuant to Article IV or any Restricted Stock or Restricted Stock Unit, in each case granted or sold pursuant to the terms of the Plan (or, if applicable, the Former Plan).

“Award Agreement” means a Subscription Agreement, an Option Agreement or any other agreement evidencing an Award.

“Board” means the Board of Directors of the Company or, to the extent that a delegation to a committee has occurred as provided in Section 2.3, such committee (to the extent of such delegation).

“Cause” shall, as to any Participant, have the same meaning set forth in the employment or other services agreement to which the Participant is a party with the Company or its Affiliate that contains a definition of “Cause”, or, in the absence of such an employment or other services agreement or definition, shall mean any of the following: (i) the Participant’s commission of a crime involving fraud, theft, false statements or other similar acts or commission of any crime that is a felony (or a comparable classification in a jurisdiction that does not use these terms); (ii) the Participant’s willful or grossly negligent failure to perform his or her employment-related duties for the Company and the Subsidiaries, or willful misconduct in the performance of such duties; (iii) the Participant’s material violation of any Company or Subsidiary policy as in effect from time to time; (iv) the Participant’s engaging in any act or making any statement that impairs, impugns, denigrates, disparages or negatively reflects upon the name, reputation or business interests of the Company or the Subsidiaries; (v) the Participant’s material breach of any Award Agreement, employment agreement, or noncompetition, nondisclosure or nonsolicitation agreement to which the Participant is a party or by which the Participant is bound or (vi) the Participant’s engaging in any conduct injurious or detrimental to the Company or any Subsidiary. The determination as to whether “Cause” has occurred shall be made by the Board acting reasonably and in good faith, which shall have the authority to waive the consequences under the Plan of the existence or occurrence of any of the events, acts or omissions constituting “Cause.” Unless otherwise expressly provided in a Participant’s employment or services agreement with the Company or its Affiliate, a termination for Cause shall be deemed to include a determination following a Participant’s termination of employment or services for any reason that circumstances existing prior to such termination for the Company or one of the Subsidiaries to have terminated such Participants employment for Cause; provided, that such

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determination shall be made not later than ninety (90) days following the date on which the Board first has actual knowledge of the relevant conduct (and, for avoidance of doubt, if the Board undertakes an internal investigation of such conduct, the Board shall not be deemed to have actual knowledge of such conduct until the conclusion of such investigation).

“Change in Control” means the first to occur of the following events after the Effective Date:

(i) the acquisition by any person, entity or “group” (as defined in Section 13(d) of the Exchange Act) of more than 50% of the combined voting power of the Company’s then outstanding voting securities, other than any such acquisition by the Company, any of the Subsidiaries, any employee benefit plan of the Company or any of the Subsidiaries, or by the Investors, or any Affiliates of any of the foregoing;

(ii) the merger, consolidation or other similar transaction involving the Company, as a result of which both (x) persons who were stockholders of the Company immediately prior to such merger, consolidation, or other similar transaction do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company, and (y) the Investors (individually or collectively) do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company;

(iii) within any 12-month period, the persons who were directors of the Company at the beginning of such period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board, provided that any director elected or nominated for election to the Board by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this clause (iii); or

(iv) the sale, transfer or other disposition of all or substantially all of the assets of the Company to one or more persons or entities that are not, immediately prior to such sale, transfer or other disposition, Affiliates of the Company.

Notwithstanding the foregoing, a Public Offering shall not constitute a Change in Control.

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“Change in Control Price” means the price per share of Common Stock paid in conjunction with any transaction resulting in a Change in Control; provided that if any part of this price is payable other than in cash, is payable on a deferred basis (e.g., installments) or subject to performance or other conditions (e.g., an earnout), the Change in Control Price payable in respect of one or more Awards shall be determined in good faith by the Board as constituted immediately prior to the Change in Control and the Board may, in its sole discretion, pay all or any portion of the Change in Control Price at different times or under different conditions if consistent with Section 409A of the Code.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor thereto.

“Common Stock” means the Common Stock, par value U.S. $0.01 per share, of the Company and, if applicable, any securities which may be issued after the Effective Date in respect of, or in exchange for, the shares of Common Stock.

“Company” means Agilon Health Topco, Inc., a Delaware corporation, and any successor thereto; provided that for purposes of determining the status of a Participant’s employment with or provision of services to the “Company,” such term shall include the Company and/or any of the Subsidiaries or Affiliates of the Company that employ or receive services from the Participant.

“Director” means a non-employee member of the Board.

“Disability” means, unless otherwise provided in an Award Agreement, a Participant’s long-term disability within the meaning of the long-term disability insurance plan or program of the Company or any Subsidiary then covering the Participant, or in the absence of such a plan or program, as determined by the Board. The Board’s reasoned and good faith judgment of Disability shall be final and shall be based on such competent medical evidence as shall be presented to it by the Participant or by any physician or group of physicians or other competent medical expert employed by the Participant or the Company to advise the Board. Notwithstanding the foregoing, for any Award that is subject to Section 409A of the Code, “Disability” shall have the same meaning as set forth in Section 409A of Code.

“Effective Date” has the meaning given in Section 12.10.

“Employee” means any executive, officer or other employee of the Company or any Subsidiary.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fair Market Value” means, as of any date of determination prior to a Public Offering, the per share fair market value on such date of a share of Common Stock as determined in good faith by the Board, in compliance with Section 409A of the Code. In making a determination of Fair Market Value, the Board shall give due consideration to such factors as it deems appropriate, including, but not limited to, the earnings and other financial and operating information of the Company in recent periods, the potential value of the Company as a whole, the future prospects of the Company and the industries in which it competes, the history and management of the Company, the general condition of the securities markets, the fair market value of securities of companies engaged in businesses similar to those of the Company, and any recent valuation of the Common Stock that shall have been performed by an independent valuation firm (although nothing herein shall obligate the Board to obtain any such independent valuation). Following a Public Offering, unless the Board determines otherwise, “Fair Market Value” shall mean, as of any date of determination, the closing price of a share of Common Stock as reported on the principal stock exchange on which the shares of Common Stock are then listed (or if such date is not a trading day on such exchange, as of the immediately preceding trading day).

“Financing Agreements” means any guaranty, financing or security agreement or document entered into by the Company or any Subsidiary from time to time.

“Former Plan” has the meaning given in the preamble.

“Grant Date” means, with respect to any Award, the date as of which such Award is granted pursuant to the Plan (or, if applicable, the Former Plan).

“Investor” means (i) CD&R Vector Holdings, L.P., a Cayman Islands exempted limited partnership, (ii) any of its Affiliates (other than the Company and the Subsidiaries) that acquires Common Stock, and (iii) any successor in interest to any such Person.

“Option” means the right granted pursuant to the Plan (or, if applicable, the Former Plan) to purchase one share of Common Stock.

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“Option Agreement” means an agreement between the Company and a Participant embodying the terms of any Options granted pursuant to the Plan (or, if applicable, the Former Plan) and in the form approved by the Board from time to time for such purpose.

“Option Limit” has the meaning given in Section 3.1.

“Other Award Limit” has the meaning given in Section 3.1.

“Participant” means any Employee, officer, Director, independent contractor, consultant or other service provider who is granted an Award.

“Person” means any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity.

“Plan” means this Amended and Restated Agilon Health Topco, Inc. Stock Incentive Plan, as amended from time to time.

“Public Offering” means the first day as of which (i) there has occurred an initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act with aggregate gross cash proceeds (without regard to any underwriting discount or commission) of at least $75 million (whether to the Company, its stockholders, or both), or (ii) the Board has determined that shares of the Common Stock otherwise have become publicly-traded for this purpose.

“Restricted Stock” means shares of Common Stock subject to a Restriction Period granted to a Participant under the Plan.

“Restricted Stock Unit” means a contractual right of a Participant to receive a stated number of shares of Common Stock, or, at the discretion of the Board, cash based on the Fair Market Value of such shares of Common Stock, under the Plan at the end of a specified period of time, that is forfeitable by the Participant until the completion of a specified period of future service or in accordance with the terms of the Plan or applicable Award Agreement or that is otherwise subject to a Restriction Period.

“Restriction Period” means the period during which any Restricted Stock or Restricted Stock Units are subject to forfeiture and/or restrictions on transfer pursuant to the terms of the Plan.

“Retirement” means, in the case of an Employee, any termination of a Participant’s employment at or after normal retirement age under the Company’s policies, as in effect from time to time, excluding a termination by the Company for Cause.

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“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Special Termination” means a termination by reason of the Participant’s death or Disability.

“Subscription Agreement” means a stock subscription agreement between the Company and a Participant embodying the terms of any stock purchase made pursuant to the Plan (or, if applicable, the Former Plan) and in the form approved by the Board from time to time for such purpose.

“Subsidiary” means any corporation, limited liability company or other entity, a majority of whose outstanding voting securities is owned, directly or indirectly, by the Company.

Section 11.2 Rules of Construction.

(a) Gender and Number. Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

(b) Use of the term “Employ”. The phrase “employment with the Company” and corollary terms used herein and in an Award Agreement with respect to a Participant shall be construed to refer to the Participant’s provision of services to the Company and/or the Affiliates as an Employee, Director, independent contractor, consultant or other service provider, and “termination of employment” and corollary terms used herein or in an Award Agreement with respect to a Participant shall be construed to refer to the Participant’s cessation of such services in all capacities. Without limiting the foregoing, the words “employment”, “employ” and corollary terms used herein and in an Award Agreement with respect to a non-employee Director shall be construed to refer to the Director’s service as a non-employee member of the Board. For purposes of the Plan and any Award Agreement, unless the Board determines otherwise or applicable law requires otherwise, the transfer of employment of an Employee as between the Company and any of its Affiliates shall not be treated as a termination of employment.

(c) Termination of Employment. It shall be condition of each Award under the Plan that the date of termination of a Participant’s employment shall be determined without regard to any statutory or deemed or express contractual notice period, unless otherwise required by law.

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Article XII

Miscellaneous Provisions

Section 12.1 Nontransferability of Awards. Except as otherwise provided herein, in a Subscription Agreement or as the Board may permit on such terms as it shall determine, no Awards granted under the Plan may be sold, transferred, pledged, assigned, hedged, encumbered or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All rights with respect to Awards granted to a Participant under the Plan shall be exercisable during the Participant’s lifetime by such Participant only (or, in the event of the Participant’s Disability, such Participant’s legal representative). Following a Participant’s death, all rights with respect to Awards that were outstanding at the time of such Participant’s death and have not terminated shall be exercised by his designated beneficiary or by his estate in the absence of a designated beneficiary.

Section 12.2 Tax Withholding. The Company or the Subsidiary employing a Participant shall have the power to withhold up to the maximum statutory requirement, or to require such Participant to remit to the Company or such Subsidiary, an amount sufficient to satisfy all U.S. federal, state, local and any non-U.S. withholding tax and other governmental tax, charge or fee requirements in respect of any Award granted under the Plan (excluding, where applicable, the employer portion of any employment, social or similar taxes).

Section 12.3 Beneficiary Designation. Pursuant to such rules and procedures as the Board may from time to time establish, a Participant may name a beneficiary or beneficiaries (who may be named contingently or successively) by whom any right under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during his lifetime.

Section 12.4 No Guarantee of Employment or Participation. Nothing in the Plan or in any agreement granted hereunder shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or retention at any time, or confer upon any Participant any right to continue in the employ or retention of the Company or any Subsidiary. No individual shall have a right to be selected as a Participant or, having been so selected, to receive any other or future Awards.

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Section 12.5 No Limitation on Compensation; No Impact on Benefits. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary to establish other plans or to pay compensation to Participants, in cash or property, in a manner that is not expressly authorized under the Plan. Except as may otherwise be specifically and unequivocally stated under any employee benefit plan, policy or program or to the extent required by applicable law, no amount payable in respect of any Award shall be treated as compensation for purposes of calculating a Participant’s rights under any such plan, policy or program. The selection of an Employee as a Participant shall neither entitle such Employee to, nor disqualify such Employee from, participation in any other award or incentive plan.

Section 12.6 No Voting Rights. Except as otherwise required by law, no Participant holding any Awards granted under the Plan (excluding, for the avoidance of doubt, shares of Common Stock sold under Article IV) shall have any right in respect of such Awards to vote on any matter submitted to the Company’s stockholders until such time as the shares of Common Stock underlying such Awards have been issued, and then, subject to the voting restrictions contained in the Subscription Agreement.

Section 12.7 Requirements of Law. The granting or sale of Awards and the issuance of shares of Common Stock pursuant to the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. No Awards shall be granted or sold under the Plan, and no Common Stock shall be issued under the Plan, if such grant or issuance would result in a violation of applicable law, including U.S. federal securities laws and any applicable state or non-U.S. securities laws.

Section 12.8 Freedom of Action. Nothing in the Plan or any Award Agreement evidencing an Award shall be construed as limiting or preventing the Board, the Company or any Subsidiary from taking any action that it deems appropriate or in its best interest (as determined in its sole and absolute discretion) and no Participant (or person claiming by or through a Participant) shall have any right relating to the diminishment in the value of any Award as a result of any such action. This Section 12.8 shall not be construed to enlarge the rights of the Company or the Board hereunder with respect to the interpretation or administration of the Plan or any Award Agreements.

Section 12.9 Unfunded Plan; Plan Not Subject to ERISA. The plan is an unfunded plan and Participants shall have the status of unsecured creditors of the Company. The Plan is not intended to be subject to the Employee Retirement Income and Security Act of 1974, as amended.

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Section 12.10 Term of Plan. The Plan shall be effective as of April 27, 2017 (the “Effective Date”) and shall continue in effect, unless sooner terminated pursuant to Article X, until June 30, 2026 (i.e., the tenth anniversary of the adoption date of the Former Plan). The provisions of the Plan shall continue thereafter to govern all outstanding Awards.

Section 12.11 Governing Law. The Plan, and all agreements hereunder, shall be governed by and construed in accordance with the law of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.

Section 12.12 Currency Conversion. To the extent the Board deems any currency conversions necessary under the Plan, such currency conversions shall be made in accordance with the Company’s foreign currency exchange policy, if any, as in effect at the time of such currency conversions, or, if the Company does not then have such a policy, by the Board in good faith.

Section 12.13 Section 409A of the Code. This Plan and the Award Agreements entered into pursuant to this Plan are intended to be exempt from or comply with the requirements of Section 409A of the Code and shall be construed and interpreted in accordance with such intent.

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