Contract
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1 Amended and Restated Employment Agreement This Amended and Restated Employment Agreement (the “Agreement”), entered into as of October 4, 2024 is made by and between Xxxxxxxxx X’Xxxxxxxx (the “Executive”), Norvax, LLC, a Delaware limited liability company (together with the Affiliates of Norvax as may employ the Executive from time to time, and any successor(s) thereto, the “Company”). RECITALS WHEREAS, the Executive has been employed as the Chief Accounting Officer of the Company under that certain Employment Agreement by and between the Executive and the Company dated March 3, 2023 (the “Prior Agreement”); WHEREAS, the Company and the Executive agree that as of June, 2024, Executive began serving as the Interim Chief Financial Officer of the Company; WHEREAS, the Company has, or is in the process of, hiring a permanent Chief Financial Officer, and the Company desires to assure itself of the continued services of the Executive by engaging the Executive to perform services under the terms hereof related to her original position of Chief Accounting Officer; WHEREAS, the Executive desires to provide services to the Company on the terms herein provided; and WHEREAS, the Company and the Executive desire to have the Agreement become effective, and supersede the Prior Agreement effective as of October 14, 2024, except as noted herein (the “Effective Date”). AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree, effective as of the Effective Date, as follows: 1. Certain Definitions (a) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended from time to time. (b) “Agreement” shall have the meaning set forth in the preamble hereto. (c) “Annual Base Salary” shall have the meaning set forth in Section 3(a).
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2 corporation. (d) “Annual Bonus” shall have the meaning set forth in Section 3(b). (e) “Board” shall mean the Board of Directors of GoHealth, Inc., a Delaware (f) The Company shall have “Cause” to terminate the Executive’s employment hereunder upon: (i)(A) the willful failure or refusal of the Executive to perform material responsibilities set forth herein (including Executive’s failure to devote time and attention to her duties hereunder or failure to regularly attend Board or office meetings, if required to attend); (B) the Executive’s willful failure to carry out, or comply with, in any material respect any lawful directive of the Board, the Chief Financial Officer, or the Chief Executive Officer; (C) dishonesty by the Executive to the Board or an Officer of the Company with respect to any material matter; (D) misappropriation of funds or property of the Company or any of its Affiliates by the Executive other than the occasional, customary and de minimis use of Company property for personal purposes; or (E) a breach by the Executive of this Agreement or other agreement with the Company (including, without limitation, the Restrictive Covenants Agreement); (ii) the arrest or charging of the Executive for (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, and which is materially detrimental to the Company and/or its Affiliates (including material reputational harm); or (iii) the Executive’s engagement in on-the-job conduct that consists either of gross misconduct or a material violation of the Company or any of its Affiliates’ written code of ethics or Company policies, and which is materially detrimental to the Company and/or its Affiliates (including material reputational harm). (g) “Change of Control” shall have the meaning set forth in the 2020 Incentive Award Plan of the Company. (h) “Code” shall mean the Internal Revenue Code of 1986, as amended. (i) “Company” shall have the meaning set forth in the preamble hereto. (j) “Date of Termination” shall mean either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 4(b), whichever is earlier. (k) “Disability” shall mean the Executive’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of not less than twelve (12) months. (l) “Effective Date” shall have the meaning set forth in the recitals hereto. (m) “Executive” shall have the meaning set forth in the preamble hereto. (n) The Executive shall have “Good Reason” to terminate the Executive’s employment hereunder after the Initial Period because of any failure by the Company to meet its obligations in any material respect after the Initial Period, including a reduction in Executive’s Annual Base Salary or Annual Bonus target amount; a material diminution in or other substantial adverse alteration in the nature or scope of Executive’s responsibilities as Chief Accounting Officer, title or authority (as CAO) with the Company or reporting responsibilities; or without Executive’s prior written agreement, changing Executive’s principal place of business to a location
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3 that is more than fifty miles from the Company’s current Chicago offices.. (o) “Initial Period” shall mean the period of time between the Effective Date and the three month anniversary of the Effective Date. (p) “Notice of Termination” shall have the meaning set forth in Section 4(b). (q) “Person” shall mean any individual, natural person, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), incorporated or unincorporated association, governmental authority, firm, society or other enterprise, organization or other entity of any nature. (r) “Release” shall have the meaning set forth in Section 5(b). (s) “Release Expiration Date” shall have the meaning set forth in Section 21(c). (t) “Restrictive Covenant Agreement” shall have the meaning set forth in Section 6. (u) “Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. (v) “Severance Period” shall have the meaning set forth in Section 5(b). (w) “Term” shall have the meaning set forth in Section 2(b). 2. Employment (a) In General. Effective as of the Effective Date, the Company shall employ the Executive under this Agreement and the Executive shall remain in the employ of the Company under this Agreement, in the position set forth in Section 2(c), and upon the other terms and conditions herein provided. (b) Employment-At-Will. Executive’s employment with the Company is “at will”, which means that Executive may resign at any time with or without notice, and that the Company may terminate Executive’s employment with or without notice. The “at will” nature of all employment with the Company will not and cannot change except by written authorization by the Chief Executive Officer of GoHealth or the Board. The time that Executive remains employed by the Company following the Effective Date until such employment terminates shall be referred to as the “Term.” (c) Position and Duties. During the Term, the Executive: (i) shall serve as Chief Accounting Officer of the Company, with responsibilities, duties and authority customary for such position, subject to direction by the Chief Financial Officer of the Company; (ii) shall report directly to the Chief Financial Officer of the Company; (iii) shall devote substantially all the
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7 . (c) Breach of Restrictive Covenant Agreement. Notwithstanding any other provision of this Agreement, no payment shall be made or benefit provided pursuant to Section 5(b) following the date Executive first violates the Restrictive Covenant Agreement and, in the event of such a violation, Executive shall repay to the Company any benefit provided pursuant to Section 5(b) within ninety (90) days of such violation. (d) Complete Severance. The provisions of this Section 5 shall supersede in their entirety any severance payment or benefit obligations to the Executive pursuant to the provisions in any severance plan, policy, program or other arrangement maintained by the Company. 6. Restrictive Covenant Agreement. The Executive acknowledges that Executive previously entered into an agreement with the Company containing confidentiality, non- solicitation, non-competition, intellectual property assignment, and other protective covenants (the “Restrictive Covenant Agreement”), which was attached to the Prior Agreement, and that the Executive shall continue to be bound by the terms and conditions of the Restrictive Covenant Agreement, and the increased Annual Base Salary along with the contractual severance provisions shall serve as consideration for the Executive’s agreement to continue to be bound by the Restrictive Covenant Agreement. 7. Injunctive Relief. The Executive recognizes and acknowledges that a breach of the covenants contained in the Restrictive Covenant Agreement will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that, in the event of a breach of any of the covenants contained in the Restrictive Covenant Agreement, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief. 8. Assignment and Successors. The Company may assign its rights and obligations under this Agreement to any entity, including any successor to all or substantially all the assets of the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its Affiliates. The Executive may not assign the Executive’s rights or obligations under this Agreement to any individual or entity. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. 9. Governing Law; Venue. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Illinois, without giving effect to any principles of conflicts of law, whether of the State of Illinois or any other jurisdiction, and where applicable, the laws of the United States, that would result in the application of the laws of any other jurisdiction. Each of the parties hereto agrees that any legal action or proceeding with respect to this Agreement shall be brought exclusively in the Circuit Courts for Cook County, Illinois or the federal courts of the United States of America for the Northern District
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8 of Illinois, unless the parties to any such action or dispute mutually agree to waive this provision. By execution and delivery of this Agreement, each of the parties hereto irrevocably consents to service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized express carrier or delivery service, to the applicable party at his, her or its address referred to herein. Each of the parties hereto irrevocably waives any objection which he, she or it may now or hereafter have to the laying of venue of any of the aforementioned actions or proceedings arising out of or in connection with this Agreement, or any related agreement, certificate or instrument referred to above, brought in the courts referred to above and hereby further irrevocably waives and agrees, to the fullest extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in any inconvenient forum. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law. 10. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 11. Notices. Any notice, request, claim, demand, document and other communication hereunder to any party hereto shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, to the following address (or at any other address as any party hereto shall have specified by notice in writing to the other party hereto): (a) If to the Company: Norvax, LLC and GoHealth Holdings, LLC 000 Xxxxxxxxxxx Xxxx Xxxxx, Xxx. 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Chief Legal Officer or General Counsel (b) If to the Executive, at the address set forth on the signature page hereto. 12. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. 13. Entire Agreement. The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein, including but not limited to the Restrictive Covenant Agreement) is intended by the parties hereto to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including, without limitation, the Prior Agreement (which is superseded by this Agreement except as noted herein, effective as of the Effective Date) or any other term sheet or offer letter).The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other
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Docusign Envelope ID: C3BD140B-9AEA-41B3-88DA-16CE77CCE8C7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. GOHEALTH NORVAX, LLC By: Name: Xxxxx Xxxxx Title: Chief Executive Officer EXECUTIVE By: Xxxxxxxxx X’Xxxxxxxx Signature Page to the Employment Agreement for Xxxxxxxxx X’Xxxxxxxx 13 /s/ Xxxxx Xxxxx /s/ Xxxxxxxxx X’Xxxxxxxx