Cure TopCo, LLC
c/o Signify Health, LLC
800 Connecticut Avenue
Norwalk, CT 06854
November 23, 2020
Mr. Kevin M. McNamara
I am pleased to formally confirm the terms and conditions of your service on the Board of Directors (the Board) of Cure TopCo, LLC, a Delaware limited liability company formerly known as Chloe Ox Holdings, LLC (the Company), and your provision of consulting services to the Company. We are excited about your continuing to contribute your experience and depth of knowledge to the leadership of the Company.
During the period of your service as a member of the Board (the Term), you agree to make reasonable efforts to attend all Board meetings (either in person or, as an alternative if not possible, by telephone) and to devote a reasonable amount of your business time to your services to the Company pursuant to this letter commensurate with your role as a non-employee member of the Board. In addition, during the Term, you agree to be available to provide such consulting and advisory services as may be reasonably requested by the Company from time to time (the Consulting Services).
As compensation for your service as a member of the Board and for Consulting Services, you will be paid a fee of $225,000 annually, payable in accordance with the Companys payroll practices and subject to applicable withholding taxes. In addition, you will be reimbursed for the premiums you pay for your participation in the Companys life, accidental death and dismemberment, short-term disability and medical insurance plans. You will also be reimbursed for all reasonable out-of-pocket business expenses, consistent with Companys policies.
As a member of the Board, you will be covered by the Companys directors liability insurance on the same basis as the other members of the Board and will be covered by the directors indemnification provisions contained in the Companys organizational documents. During the Term, you agree to observe and comply with all lawful rules, regulations, policies and procedures established by the Company from time to time and all applicable laws, rules and regulations that relate to your appointment. During your Board service, you will not undertake any outside activity, whether or not competitive with the business of the Company or its affiliates, that could reasonably give rise to a conflict of interest or otherwise interfere with any of your duties or obligations to the Company or any of its affiliates.