Contract
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1 Exhibit 10.17 EXECUTION VERSION Employment Agreement This Employment Agreement (the “Agreement”), entered into as of July 6, 2020, is made by and between Xxxxxx Xxxxxxxxxx (the “Executive”), GoHealth, Inc., a Delaware corporation (“GoHealth”), and GoHealth Holdings, LLC, a Delaware limited liability company (the “Partnership” and, together with GoHealth and any of the Affiliates of GoHealth and the Partnership as may employ the Executive from time to time, and any successor(s) thereto, the “Company”). RECITALS WHEREAS, the Executive is currently employed by Norvax, LLC, a subsidiary of the Company (“Norvax”), as the Chief Financial Officer of Norvax under that certain offer letter by and between the Executive and Norvax dated June 7, 2012 (the “Prior Agreement”); WHEREAS, GoHealth is contemplating an initial public offering of its common stock (the “IPO”); WHEREAS, in connection with the IPO, the Company desires to assure itself of the continued services of the Executive by engaging the Executive to perform services under the terms hereof; 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, as of the date of the consummation of the IPO (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.
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2 corporation. (c) “Annual Base Salary” shall have the meaning set forth in Section 3(a). (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 his duties hereunder or failure to regularly attend Board or office meetings); (B) the Executive’s willful failure to carry out, or comply with, in any material respect any lawful directive of the Board; (C) dishonesty by the Executive to the Board 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); provided, in the case of each of the foregoing clauses (A)-(E), if the Board (excluding any Board member as to whom Cause is alleged to have occurred) determines reasonably and in good faith that such act can reasonably be cured, that the Company has provided 30 days’ prior written notice to the Executive of such conduct and the Executive has failed to cure such conduct within such 30 day period in the manner identified by the Board; (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 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 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 (i) if the Executive’s employment is terminated due to the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s employment is terminated due to the Executive’s Disability, the date determined pursuant to Section 4(a)(ii); or (iii) if the Executive’s employment is terminated pursuant to Section 4(a)(iii)- (vi) 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.
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3 (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) “Extension Term” shall have the meaning set forth in Section 2(b). (o) The Executive shall have “Good Reason” to terminate the Executive’s employment hereunder after the occurrence of one or more of the following conditions without the Executive’s consent: (A) a material adverse change in the Executive’s title, reporting relationship, authority or duties and responsibilities as of the Effective Date (provided that, for the avoidance of doubt, any change in the Executive’s authority or duties and responsibilities made in connection with the IPO shall not be considered a material adverse change for purposes hereof) or an elimination of the Executive’s position; (B) a material reduction in the Executive’s Base Salary or Annual Bonus opportunity, in either case not otherwise made on a substantially similar basis for senior Company executives generally; or (C) the requirement that the Executive relocate on a permanent basis (except for required business travel) to a location more than 50 miles from the Chicago, Illinois metropolitan area. Executive’s employment with the Company may be terminated for Good Reason only if (1) Executive provides written notice to the Company of the occurrence of the Good Reason event (as described above) within 30 days after the Executive knows or reasonably should have known of the circumstances constituting Good Reason, (2) the Company fails to cure the circumstances constituting “Good Reason” within 30 days after such notice, and (3) Executive resigns within 30 days after the expiration of such 30-day cure period. For the avoidance of doubt, an initial public offering of common stock of the Company or any parent (direct or indirect) or other Affiliate of the Company shall not constitute Good Reason for purposes of this Agreement. (p) “Initial Term” shall have the meaning set forth in Section 2(b). (q) “IPO” shall have the meaning set forth in the recitals hereto. (r) “Notice of Termination” shall have the meaning set forth in Section 4(b). (s) “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. (t) “Release” shall have the meaning set forth in Section 5(b). (u) “Release Expiration Date” shall have the meaning set forth in Section 21(c). (v) “Restrictive Covenant Agreement” shall have the meaning set forth in Section 6. (w) “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.
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8 (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 is, concurrently with the execution of this Agreement, entering into an agreement with the Company containing confidentiality, non-solicitation, non-competition, intellectual property assignment, and other protective covenants (the “Restrictive Covenant Agreement” attached hereto as Exhibit A) and that the Executive shall be bound by the terms and conditions of 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 Delaware, without giving effect to any principles of conflicts of law, whether of the State of Delaware 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 Chancery Court of New Castle County, Delaware or the federal courts of the United States of America for the District of Delaware, 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.
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Signature Page to the Employment Agreement for Xxxxxx Xxxxxxxxxx IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. GOHEALTH GOHEALTH, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer PARTNERSHIP GOHEALTH HOLDINGS, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer
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Signature Page to the Employment Agreement for Xxxxxx Xxxxxxxxxx EXECUTIVE By: /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx Residence Address:
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US-DOCS\115924360.2 EXHIBIT A RESTRICTIVE COVENANTS AGREEMENT THIS RESTRICTIVE COVENANTS AGREEMENT ("Agreement"), dated as of the 6th day of July, 2020, is made between GoHealth, Inc. (“GoHealth”), GoHealth Holdings, LLC, a Delaware limited liability company (the “Partnership” and, together with GoHealth and any subsidiaries, parent companies or affiliates of GoHealth or the Partnership, the "Company"), and Xxxxxx Xxxxxxxxxx (the "Executive"), a resident of the State of Illinois. RECITALS A. The Company and the Executive have entered into that certain Employment Agreement dated the date hereof (the "Employment Agreement"). B. The Executive possesses extensive knowledge and experience regarding the business of the Company and shall benefit from the Employment Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, which includes the Company’s agreement to employ or continue to employ Executive under the Employment Agreement and all payments and benefits available to Executive under the Employment Agreement, and in specific consideration for the Company’s agreement to provide the bonus payments set forth in the Employment Agreement, which Executive acknowledges and agrees is valid and sufficient consideration for the following covenants in this Agreement, the parties hereto agree as follows: 1. Confidential Information; Non-Disclosure. a. Non-Use and Non-Disclosure of Confidential Information. Executive acknowledges that Executive currently holds and has access to proprietary and confidential information of the Company and its subsidiaries. Executive hereby covenants and agrees that neither Executive nor any of Executive's Affiliates (as hereinafter defined) will, at any time, divulge, furnish or make accessible to anyone or use in any way other than in the ordinary course of the business of the Company or its subsidiaries, any confidential, proprietary or secret knowledge or information of the Company that Executive has acquired or shall acquire about the Company or its subsidiaries, whether developed by Executive or by others, including, without limitation, knowledge or information concerning (i) any trade secrets, (ii) any confidential, proprietary or secret designs, programs, processes, formulae, plans, devices or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company or its subsidiaries, (iii) any customer or supplier lists, (iv) any confidential, proprietary or secret development or research work, (v) any strategic or other business, marketing or sales plans, (vi) any financial data or plans, or (vii) any other confidential or proprietary information or secret aspects of the business of the Company or its subsidiaries. Executive acknowledges that the above-described knowledge and information constitutes a unique and valuable asset of the Company and its subsidiaries and represents a substantial investment of time and expense by the
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US-DOCS\115924360.2 14. Headings. The headings contained in this Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. 15. Notices. All notices, requests, demands and other communications provided for in this Agreement shall be in writing delivered personally or sent by registered or certified mail, postage prepaid, as follows: If to the Company: GoHealth Holdings, LLC 000 Xxxx Xxxxx Xxxxxx Xxxxxxx, XX 00000 with a copy to: Centerbridge Partners, L.P. 000 Xxxx Xxx., 00xx Xxxxx Xxx Xxxx, XX 00000 If to Executive: To the address set forth on the Executive’s signature page of the Employment Agreement with a copy to: Croke Xxxxxxxxx Xxxxxx & Xxxxx 000 X. XxXxxxx Xx., Xxx. 0000 Xxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxx 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule, whether of the State of Delaware or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the State of Delaware. 17. Action of Affiliates. Executive shall cause his Affiliates not to take any action that is prohibited to be taken by such Affiliates under the terms of this Agreement. **[Signature Pages Follow]**
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GOHEALTH, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Chief Executive Officer GOHEALTH HOLDINGS, LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Its: Chief Executive Officer EXECUTIVE /s/ Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxxx
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EMPLOYMENT AGREEMENT AND PIU AGREEMENT AMENDMENT This agreement (“Amendment”), entered into and effective as of October 18, 2021, amends (i) that certain employment agreement (“Employment Agreement”) dated July 6, 2020 by and between Xxxxxx Xxxxxxxxxx (“Executive”), GoHealth, Inc. (“GoHealth”) and GoHealth Holdings, LLC (“Partnership,” and together with GoHealth and any of the Affiliates of GoHealth and the Partnership as may employ Executive from time to time, and any successors thereto, the “Company”) and (ii) that certain Executive Common Unit and Profits Unit Agreement (“PIU Agreement”) dated October 3, 2019 by and between Executive, the Partnership and Blizzard Management Feeder, LLC, as amended from time to time. WHEREAS, the Company has decided to seek and employ a new Chief Financial Officer; and WHEREAS, the Company and Executive desire for Executive to take on a new role as the Company’s Chief Transformation Officer while assisting in the successful onboarding of, and transition to, a new CFO; and WHEREAS the Company and Executive desire to enter into this Amendment to set forth the changed terms to the Employment Agreement and the PIU Agreement; NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Parties agree to amend the Employment Agreement and the PIU Agreement as follows: 1. All capitalized but undefined terms used herein shall have the same meaning as set forth in the Employment Agreement or the PIU Agreement, as applicable. 2. Upon the Company hiring a new CFO and that new CFO beginning work at the Company, Executive’s title shall become Chief Transformation Officer and shall report to the CEO. 3. Executive shall, upon the Company’s employment of a new CFO, use his best good faith efforts to assist in onboarding the new CFO and to helping ensure a smooth transition. 4. Notwithstanding anything to the contrary in the Employment Agreement, the Company’s search for and/or hiring of a new CFO shall not give Executive Good Reason to terminate his employment under Section 4(a)(v) of the Employment Agreement. Rather, the Company and Executive agree that twelve months from the effective date of this Amendment (such date being the “Trigger Date”), Executive may, within five business days of the Trigger Date and upon written notice to the CEO and Chief Legal Officer, terminate his employment for Good Reason and receive the associated severance benefits set forth in Section 5(b) of the Employment Agreement without regard to the notice and cure provisions set forth therein; provided, however, that the Severance Period shall be six (6) months. Failure to provide such notice within five business days of the Trigger Date shall mean Executive may not seek to terminate his employment for Good Reason resulting from the Company’s decision to seek and/or hire a new CFO. 5. Notwithstanding anything to the contrary in the Employment Agreement or the PIU Agreement, in the event Executive terminates his employment for Good Reason within five business days of the Trigger Date pursuant to Section 4 of this Amendment, all unvested Service Units (as defined in the PIU Agreement) will vest. 6. Notwithstanding anything to the contrary in the Employment Agreement or the PIU Agreement, if at any time after the effective date of this Amendment the Company terminates Executive without
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Cause, Executive will be entitled to the severance benefits described in the Employment Agreement; provided, however, that should the Company terminate Executive prior to the Triger Date without Cause, Executive’s unvested Service Units shall also vest. 7. All other terms and conditions of the Employment Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. Executive: /s/ Xxxxxx Matthiesen____ By: Xxxxxx Xxxxxxxxxx GoHealth, Inc. Signed: /s/ Xxxxx Jones__ By: Xxxxx Xxxxx, CEO GoHealth Holdings, LLC Signed: /s/ Xxxxx Jones__ By: Xxxxx Xxxxx, CEO Blizzard Management Feeder, LLC Signed: /s/ Xxxxx Jones__ By: Xxxxx Xxxxx
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SECOND EMPLOYMENT AGREEMENT AMENDMENT This agreement (“Second Amendment”), entered into and effective as of February 25, 2022, amends (i) that certain employment agreement amendment (“First Amendment”) dated October 18, 2022 by and between Xxxxxx Xxxxxxxxxx (“Executive”), GoHealth, Inc. (“GoHealth”) and GoHealth Holdings, LLC (“Partnership,” and together with GoHealth and any of the Affiliates of GoHealth and the Partnership as may employ Executive from time to time, and any successors thereto, the “Company”), and Blizzard Management Feeder, LLC, as amended from time to time. WHEREAS, the Company seeks to employ Executive as, and Executive seeks to be employed by Company as, the Company’s Interim Chief Financial Officer; NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the Parties agree to amend the First Amendment as follows: 1. All capitalized but undefined terms used herein shall have the same meaning as set forth in the First Amendment or Employment Agreement, as applicable. 2. Executive’s title shall be Interim Chief Financial Officer and Executive shall report to GoHealth’s Chief Executive Officer. 3. Executive shall, upon the Company’s employment of a new CFO, use his best good faith efforts to assist in onboarding the new CFO and to helping ensure a smooth transition. Upon the hiring of a new CFO, Executive’s title shall again become Chief Transformation officer. 4. Executive shall be paid a cash bonus in the amount of $350,000 to be paid on the later of (a) the day the Company files its Form 10-K or (b) March 30, 2022, so long as Executive remains employed by Company as of that date. 5. Executive shall be paid a retention bonus in the amount of $350,000 (“Retention Bonus Amount”) to be paid no later than June 30, 2022, so long as Executive remains employed by Company as of that date. 6. Paragraph 4 of the First Amendment is hereby deleted and replaced in its entirety with the following: Notwithstanding anything to the contrary in the Employment Agreement or First Amendment, the Company’s search for and/or hiring of a new CFO shall not give Executive Good Reason to terminate his employment under Section 4(a)(v) of the Employment Agreement. Rather, the Company and Executive agree that, during the fifteen days prior to June 15, 2022 (June 15, 2022 being the “Trigger Date”) Executive may, upon written notice to the CEO and Chief Legal Officer, terminate his employment for Good Reason effective as of June 30, 2022 and receive the associated severance benefits set forth in Section 5(b) of the Employment Agreement without regard to the notice and cure provisions set forth therein. Failure to provide such notice by June 15, 2022, will mean Executive may not seek to terminate his employment for Good Reason as a result of the recruitment or hiring of a new CFO. 7. Should Company terminate Executive without Cause prior to June 30, 2022, in addition to the benefits described in Paragraph 6 of the First Amendment, Executive shall be entitled to receive the Retention Bonus Amount.
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8. All other terms and conditions of the First Amendment and Employment Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. Executive: /s/ Xxxxxx Matthiesen____ By: Xxxxxx Xxxxxxxxxx GoHealth, Inc. Signed: /s/ Xxxxx Jones__ By: Xxxxx Xxxxx, CEO GoHealth Holdings, LLC Signed: /s/ Xxxxx Jones__ By: Xxxxx Xxxxx, CEO Blizzard Management Feeder, LLC Signed: /s/ Xxxxx Jones__ By: Xxxxx Xxxxx