AMENDED & RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Agreement) dated as of July 7th, 2020 (the Effective Date) is made by and between Norvax, LLC (Norvax), GoHealth, Inc. (GoHealth), GoHealth Holdings, LLC (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), and Brandon Cruz (the Executive).
WHEREAS, the Executive previously entered into that certain Employment Agreement dated April 16, 2020 with Norvax (the Original Agreement);
WHEREAS, the Executive previously entered into that certain Executive Common Unit and Profits Unit Agreement (the Profits Unit Agreement) dated October 3, 2019 with the Partnership and Blizzard Management Feeder, LLC (Management LLC) and that certain Amendment No. 1 to the Profits Unit Agreement with the Partnership and Management LLC dated April 16, 2020 (the Amendment);
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 amending and restating the Original Agreement to be by and between the Executive and the Company.
NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, the parties hereby agree as follows:
1. Employment. The Company hereby continues to employ the Executive and the Executive hereby accepts such continued employment upon and subject to the terms and conditions of this Agreement from April 16, 2020 until the fourth (4th) anniversary thereof, unless the Executives employment is earlier terminated in accordance with Section 4 below (such initial period of employment referred to as the Initial Employment Period). The Initial Employment Period shall automatically be extended for successive one year periods (each, an Extension Employment Period and, collectively, the Employment Period), unless either party hereto gives notice of non-extension of the Employment Period to the other no later than ninety (90) days prior to the expiration of the then applicable Employment Period; provided, however, that any such notice provided by the Company to the Executive shall be considered a termination of the Executives employment without Cause, effective as of the Executives termination of employment on the last day of the Employment Period. The Executive represents and warrants that Executive is free to enter into this Agreement and is not otherwise prohibited from doing so, or from performing his duties hereunder, by any contract or covenant with any person, company, or other entity. Executive represents that he is not bound by any agreement which imposes any restriction upon his employment by the Company. The principal place of Executives employment with the Company shall be the Companys office located in Chicago, Illinois; provided that, the Executive will be expected to conduct reasonable travel for business purposes. A requirement to relocate outside of the Chicago area will be subject to approval by the Executive.
2. Position, Duties and Responsibilities. The Company shall employ the Executive during the Employment Period as its Chief Strategy Officer and Special Advisor to the Executive Team. During the Employment Period: (a) the Executives duties and responsibilities shall include providing strategic advice to the Company regarding growth opportunities, other similar key areas, and such other similar duties commensurate with such position as the Company may from time-to-time assign, subject in each case to the direction of the Companys Board of Managers (the Board) and duly constituted committees of the Board, and the Executive shall have authority and responsibility with respect to the management and operation of the Company as authorized by the Board; (b) the Executive shall report to the Board; (c) the Executive shall at all times comply with all policies and procedures of the Company as in effect or as amended from time to time; and (d) the Executive shall perform the duties assigned to him hereunder faithfully, with the utmost loyalty, to the best of his abilities and in the best interests of the Company.
3. Compensation and Benefits.
a. Base Salary. During the Employment Period, the Company shall pay to the Executive a base salary at a gross annualized rate of $325,000 (the Base Salary), payable in installments in accordance with the Companys payroll policy. The Base Salary shall be reviewed annually, and shall be subject to such annual increases, if any, as determined by the Board in its discretion; provided, however, that Executives Base Salary shall be subject to annual percentage increases no less than the annual percentage increase received by the Chief Executive Officer of the Company (CEO).