First Amendment to Teladoc Health, Inc. 2023 Incentive Award Plan

Contract Categories: Human Resources › Bonus & Incentive Agreements
Summary

This amendment updates Teladoc Health, Inc.'s 2023 Incentive Award Plan, effective May 22, 2025, pending shareholder approval. The main change increases the total number of shares available for issuance under the plan and clarifies how shares from prior plans are counted. All other terms of the original plan remain unchanged unless specifically modified by this amendment.

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EX-10.1 2 teladochealthfirstamendmen.htm EX-10.1 Document
Exhibit 10.1
FIRST AMENDMENT TO
TELADOC HEALTH, INC.
2023 INCENTIVE AWARD PLAN

The 2023 Incentive Award Plan (the “Plan”) of Teladoc Health, Inc., a Delaware corporation (the “Company”), is hereby amended, subject to the approval of the Company’s shareholders, effective as of May 22, 2025 (the “Amendment Effective Date”), as follows:

1.Amendment to Section 11.26 of the Plan. Section 11.26 of the Plan is hereby deleted and replaced in its entirety with the following:

“Overall Share Limit” means the sum of (i) 15,100,000 Shares (from the Effective Date), (ii) the aggregate number of shares available for issuance under each of the Prior Plans as of the Effective Date and (iii) any shares of Common Stock which are subject to Prior Plan Awards which become available for issuance under the Plan pursuant to Article IV.”

2.Effect on the Plan. This Amendment shall not constitute a waiver, amendment or modification of any provision of the Plan not expressly referred to herein. Except as expressly amended or modified herein, the provisions of the Plan are and shall remain in full force and effect and are hereby ratified and confirmed. On and after the Amendment Effective Date, each reference in the Plan to “this Plan,” “herein,” “hereof,” “hereunder” or words of similar import shall mean and be a reference to the Plan as amended hereby. To the extent that a provision of this Amendment conflicts with or differs from a provision of the Plan, such provision of this Amendment shall prevail and govern for all purposes and in all respects.