EXH 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (this "Agreement") is entered into between Marpai, Inc. (together with its existing and future direct and indirect subsidiaries and controlled affiliates, the "Company"), and Edmundo Gonzalez ("Executive") (each individually, a "Party," and collectively, the "Parties"). This Agreement takes effect on the Effective Date, as defined in Section 14 below. The Company delivered this Agreement to the Executive on December 6, 2023.
In consideration of the mutual promises set forth in this Agreement, the Parties agree as follows:
Executive will retain all rights which have vested through the Separation Date under (i) the Option Agreement and Option Grant dated June 14, 2022, for 214,308 shares (fully-vested upon grant); (ii) the Option Agreement and Option Grant dated June 14, 2022, for 175,000 shares, with a vesting commencement date of June 14, 2022; and (iii) the Option Agreement and Option Grant dated June 14, 2022, for 75,000 shares, with a vesting commencement date of June 14, 2022; each granted to Executive under the Marpai, Inc. Global Share Incentive Plan (2021) and the US Appendix (the “Option Grants”). The Company agrees to extend the exercise period under the Option Grants through the twelve (12) month anniversary of the Separation Date.
a. Grant of Warrants. On the Effective Date, the Company will issue a warrant to the Executive in the form attached to this Separation Agreement as Exhibit A (the “Warrant”). The Warrant will be for 140,000 shares of the Company’s Common Stock. The Warrant exercise price will be $2.50 per share. The Warrant purchase price will be $0.23 per share, with the right to cashless exercise. The Warrant term will be five (5) years from the Effective Date.
b. COBRA. Upon the Executive’s timely election to continue Executive’s existing health benefits under COBRA, the Company will pay the insurance premiums to maintain the same level of coverage (i) for a period of six (6) months following the last day of the month in which the Separation Date occurs or (ii) until Executive shall have secured employment providing comparable health benefits, whichever occurs first.
[SIGNATURES ON FOLLOWING PAGE]
Executive represents and warrants that Executive has read this Agreement in its entirety, has been offered forty-five (45) days to review this Agreement, has been advised to consult with an attorney, fully understands all the terms of this Agreement, and voluntarily and knowingly accepts those terms.
EDMUNDO GONZALEZ MARPAI, INC.
/s/Edmundo Gonzalez /s/Steve Johnson
Signature Signature
Dated: 12/6/2023 Dated: 12/6/2023