February 15, 2020
Martin S. A. Beck
|Re: || |
Amended & Restated Offer of Employment
Dear Mr. Beck:
It is my pleasure to invite you to join the team at UpHealth Services, Inc. (the Company). Subject to your acceptance of this offer by execution of this letter agreement, this offer will replace your Offer of Employment letter dated February 11, 2020 and the following key terms will apply to your employment with the Company.
Your Position: You will be the Companys Chief Finance Officer, with the customary duties of this position. You will report directly to the Chairman and the Board of Directors.
Your Start Date: Your first day of employment with the Company will be February 15, 2020 and your employment shall continue until the formation of a holding company (Holdings), at which time the Company intends to become a wholly-owned subsidiary of Holdings and your employment will continue upon the same terms with Holdings.
Your Salary: Your annualized salary will be $225,000.00 (Base Salary). You will be eligible for periodic salary increases, but not decreases, as determined in the sole discretion of the Companys Board of Directors. Your Base Salary will be reviewed annually. Your Base Salary will accrue until the completion of a transaction that results in the Company, one of its affiliates or a successor entity becoming publicly traded or a subsidiary of a publicly traded company.
Public Company Transaction Success Bonus: Upon the completion of a transaction that results in the Company, one of its affiliates or a successor entity becoming publicly traded or a subsidiary of a publicly traded company, you will receive a cash bonus equal to $225,000.00 to be paid immediately upon completion of such transaction.
Benefits: You will (i) be entitled to participate in all employee benefit plans which any senior executive officer of the Company is entitled to participate in on the same terms as all other senior executive officers; (ii) receive and participate in all profit sharing, equity incentive plans, performance bonus plans, incentive compensation, 401(k) plans and pension benefits and executive retirement and supplemental benefits which are available to any other senior executive officer of the Company on the same terms as all other senior executive officers; and (iii) receive health insurance programs, executive medical and dental benefits, life insurance, disability plans, accidental death and dismemberment benefits plus such other benefits which are available to the senior executives of the Company on the same terms as all other senior executive officers.
Vacation and Holidays: You shall be entitled to reasonable vacation each year, consistent with the reasonable performance of your duties, during which period your Base Salary shall be paid in full. In addition, you shall be entitled to all holidays recognized by the Company. You will take your vacation at such time or times as you and the Company shall determine is mutually convenient.