DIRECTOR NOMINATION AGREEMENT
THIS DIRECTOR NOMINATION AGREEMENT (this Agreement) is made and entered into as of , 2020, by and between Oak Street Health, Inc., a Delaware corporation (the Company) and Humana, Inc., a Delaware corporation (Humana). This Agreement shall become effective (the Effective Date) upon the closing of the Companys initial public offering (the IPO) of shares of its common stock, par value $0.001 per share (the Common Stock).
WHEREAS, as of the date hereof, Humana owns outstanding equity interests of Oak Street Health, LLC;
WHEREAS, Humana is contemplating causing the Company to effect the IPO;
WHEREAS, Humana currently has the authority to appoint certain members of the board of managers of the Companys subsidiary, Oak Street Health, LLC;
WHEREAS, in consideration of Humana agreeing to undertake the IPO, the Company has agreed to permit Humana to designate persons for nomination for election to the board of directors of the Company (the Board) following the Effective Date on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties to this Agreement agrees as follows:
1. Board Nomination Rights.
From the Effective Date, Humana shall have the right, but not the obligation, to nominate to the Board one (1) Director so long as Humana Beneficially Owns shares of Common Stock representing at least 5% of the shares of Common Stock then outstanding, which Director shall be nominated as a Class I Director; provided, however, that in the event that at any time prior to Humana owning less than 5% of the shares of Common Stock then outstanding, Humana Beneficially Owns more than 30% of the shares of Common Stock then outstanding, Humana shall have the right, but not the obligation, to nominate to the Board two (2) Directors for so long as Humana continues to Beneficially Own more than 30% of the shares of Common Stock then outstanding (such persons, the Nominees). Each of the Nominees of Humana shall be (i) reasonably acceptable to the Board of Directors (provided it is agreed that the Nominee on Exhibit A hereto is agreed to be acceptable to the Board of Directors) and (ii) excluded from any meeting of the Board of Directors or any committee thereof (or portion of any such meeting) and recused from any related decisions that any other member of the Board of Directors believes contains confidential information about any other health care payer or about any matters related to the Companys relationship with Humana.
(a) In the event that Humana has nominated less than the total number of designees that Humana shall be entitled to nominate pursuant to Section 1, Humana shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company