Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of Executive Employment Agreements

On April 2, 2024, Astrana Health, Inc. (the "Company") entered into amended and restated Employment Agreements with the Company's Chief Executive Officer and President, Brandon Sim, and with the Company's Chief Operating Officer and Chief Financial Officer, Chandan Basho (as amended and restated, the "CEO Agreement" and the "COO/CFO Agreement", respectively). Each of the CEO Agreement and the COO/CFO Agreement amends, restates and supersedes in its entirety the respective employment agreement that was originally entered into between the applicable executive and Astrana Health Management, Inc. (formerly known as Network Medical Management, Inc.) effective on June 8, 2020 (for Brandon Sim) or April 12, 2022 (for Chandan Basho).

A description of the material terms of each of the CEO Agreement and the COO/CFO Agreement is set forth below. The following descriptions of the CEO Agreement and the COO/CFO Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete text of the CEO Agreement and the COO/CFO Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

CEO Agreement

Under the terms of the CEO Agreement, Brandon Sim is entitled to receive an annual base salary of $850,000 and an annual cash bonus with a target bonus opportunity of 125% of his annual base salary, with terms and conditions determined by the Board of Directors of the Company (the "Board") in its discretion, consistent with the terms of the Company's business plan. The CEO Agreement has an initial term of three years ending on April 2, 2027, and will automatically renew for successive one-year terms on each annual anniversary thereafter, unless either party provides written notice of intent not to renew at least 60 days prior to that date.

Mr. Sim also may be eligible to participate in any long-term incentive plan that may be available to similarly positioned executives, including any long-term incentive awards in cash or in equity awards, with any equity awards to be granted according to the latest equity incentive plan approved by the Board and the stockholders of the Company. In the event that Mr. Sim resigns for "Good Reason" (as defined in the CEO Agreement), the Company terminates his employment without "Cause" (as defined in the CEO Agreement), or Mr. Sim's employment terminates on account of death or "Disability" (as defined in the CEO Agreement), Mr. Sim will be 100% vested with respect to any outstanding long-term incentive awards (subject to the actual achievement of any applicable performance goals for long-term incentive awards subject to corporate or business performance goals).

Additionally, Mr. Sim is eligible for paid time off in accordance with the Company's paid time off policy and is entitled to participate in the employee benefit plans offered by the Company to its employees. At a minimum, Mr. Sim's benefits will include: (i) Company-paid premiums for medical, dental and vision care coverage; (ii) Company-paid insurance premiums for short-term and long-term disability insurance, providing for no less than 60% of Mr. Sim's annual base salary, to be payable to Mr. Sim as long as the covered disability persists in a manner that substantially prevents employment in the same occupation as the position Mr. Sim last held with the Company, but not beyond age 65; and (iii) Company-paid insurance premiums for term life insurance providing for no less than $2.0 million of coverage (subject to meeting applicable underwriting requirements). Mr. Sim will also be covered as a named insured within the directors and officers' insurance policy of the Company and its affiliates.

If Mr. Sim's employment ends for any reason, Mr. Sim will be entitled to any earned but unpaid base salary or annual bonus for service rendered through the date of termination, unpaid expense reimbursements, and any accrued but unused paid time off. Additionally, if Mr. Sim's employment is terminated by the Company without Cause or if Mr. Sim resigns for Good Reason, then, subject to Mr. Sim entering into and not revoking a waiver and release of claims in favor of the Company, he will be entitled to receive (i) one year of annual base salary, or two years of annual base salary, if Mr. Sim's termination occurs within two years following a "Change of Control" (as defined in the CEO Agreement); and (ii) subject to Mr. Sim's election of continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended ("COBRA"), an amount in cash equal to the Company's premium amounts paid for Mr. Sim's coverage under the Company's group medical, dental and vision programs for a period of 12 months, or a period of 24 months, if Mr. Sim's termination occurs within two years following a Change of Control.

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Astrana Health Inc. published this content on 05 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2024 10:06:09 UTC.