AMENDED & RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT is made and entered into effective as of March 26, 2021 (the Effective Date), by and between Alignment Healthcare USA, LLC, a California corporation (the Employer), and Thomas Freeman (the Employee).
WHEREAS, the Employer desires to continue to employ the Employee, and the Employee desires to accept such continued employment, on the terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.
1. Definitions. Generally, defined terms used in this Agreement are defined in the first instance in which they appear herein. In addition, the following terms and phrases have the following meanings:
Affiliate means, when used with reference to a specified Person, (a) any Person who directly or indirectly controls, is controlled by or is under common control with the specified Person, (b) any Person who is an officer, director, partner, member, manager or trustee of, or serves in a similar capacity with respect to, the specified Person, or for which the specified Person is an officer, director, partner, member or manager or trustee or serves in a similar capacity, (c) any Person who, directly or indirectly, is the beneficial owner of 10% or more of any class of equity securities of the specified Person, or of which the specified Person, directly or indirectly, is the owner of 10% or more of any class of equity securities and (d) any member of such specified Persons immediate family.
Board means the board of directors of Alignment Healthcare, Inc. or any other Person the Board has appointed or delegated authority.
Cause means the Employees:
(i) failure to devote substantially all Employees working time to the business of the Employer and its Affiliates;
(ii) willful disregard of Employees duties, or Employees intentional failure to act where the taking of such action would be in the ordinary course of the Employees duties hereunder, provided that the Employee is first given 30 days prior written notice of such conduct in order for the Employee to cure such alleged conduct during such period of time;
(iii) violation or breach of the provisions, representations or covenants of Sections 10, 11, 15 or 16(a);
(iv) gross negligence or willful misconduct in the performance of Employees duties hereunder;