RESTRICTED STOCK UNIT AGREEMENT
AMERICAN WELL CORPORATION
AGREEMENT (this Agreement) made as of the 18th day of June 2020 (Effective Date), between American Well Corporation (the Company), a Delaware corporation having a principal place of business in Boston, Massachusetts, and Ido Schoenberg (the Participant).
WHEREAS, the Company desires to grant to the Participant a restricted stock unit (RSU) with respect to shares of its common stock, $0.01 par value per share (the Shares), under and for the purposes set forth in the Companys 2006 Employee, Director and Consultant Stock Plan, as amended and restated (the Plan); and
WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan, provided, however that references to Cause, Good Reason and Corporate Transaction herein shall have the meanings ascribed to them in that certain Employment Agreement, dated as of June 18, 2020, by and between the Company and the Participant (the Employment Agreement).
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:
The Company hereby grants to the Participant RSUs which shall represent the right to receive all or any part of an aggregate of 325,100 Shares, on the terms and conditions and subject to all the limitations set forth herein, under United States securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan.
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VESTING AND SETTLEMENT OF RSUs.
Subject to the terms and conditions set forth in this Agreement and the Plan, the RSUs granted hereby shall vest in accordance with the following schedule: RSUs will vest over a three-year period from January 1, 2019, with RSUs vesting with respect to 162,550 Shares on July 1, 2020, and the remaining RSUs vesting in equal quarterly installments thereafter until such RSUs are vested in full on January 1, 2022. The Company shall deliver one Share for each RSU as soon as practicable (and in no event more than 30 days) after vesting of such RSU. The Shares as to which the RSUs are settled shall be registered in the Companys share register in the name of the Participant and shall be delivered as provided above to the Participant. All Shares that shall be acquired upon the settlement of the RSUs as provided herein shall be fully paid and nonassessable. The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan.
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TERMINATION OF EMPLOYMENT.
(a) For Cause. In the event of the Participants termination of employment by the Company for Cause, the RSUs, whether vested or unvested, will be forfeited.