Amwell Makes Grants to New Employees Under Inducement Plan
04 November 2024 - 10:05PM
Amwell® (NYSE: AMWL), a leader in digital care, today announced
that, on November 4, 2024, it made a grant of restricted stock
units (“RSUs”) covering 254,227 shares of its Class A common stock
to Mark Hirschhorn. The grant was offered as material inducement to
Mr. Hirschhorn’s employment as Amwell’s chief financial officer.
The RSUs become vested as follows, subject to Mr. Hirschhorn’s
continued employment through each vesting date, except as noted
below: 25% of the RSUs vested on the grant date, and the remaining
75% of the RSUs will vest in substantially equal quarterly
installments over a three-year period, starting on the one-year
anniversary of the grant date, with the first vesting date for the
remaining 75% portion occurring on the first day of the first month
following the 15-month anniversary of the grant date and with
subsequent vesting dates occurring on each three-month anniversary
thereof until such RSUs are fully vested on the four-year
anniversary of the grant date. In addition, Mr. Hirschhorn is
eligible for an additional grant with a total value of up to
$5,000,000. The additional grant will vest in substantially equal
annual installments on each of the first four anniversaries of Mr.
Hirschhorn’s employment start date, provided that Mr. Hirschhorn
remains employed by the company through the applicable vesting date
and applicable EBITDA targets and appreciation of company valuation
targets, in each case, as determined by Amwell’s board of directors
or the compensation committee of the board of directors in its sole
discretion, are achieved. The additional grant, to the extent it
becomes vested, will be settled in cash, unless and to the extent
the board of directors or the compensation committee of the board
of directors determines in its sole discretion that it will be
settled in shares of Class A common stock or other property. As set
forth in Mr. Hirschhorn’s employment agreement, if Mr. Hirschhorn’s
employment is terminated by the company without cause or by Mr.
Hirschhorn with good reason, conditioned on Mr. Hirschhorn’s
execution and non-revocation of a release of claims, the
aforementioned grants will vest as to the portion that would have
vested had Mr. Hirschhorn remained employed by the company through
the first anniversary of his termination date. In addition, if the
involuntary termination of employment occurs one month before or
within 24 months following a change in control, the aforementioned
grants will fully vest at the time of termination.
In addition, on November 4, 2024, Amwell made a
grant of RSUs covering 5,084 shares of its Class A common stock to
two new employees. The grants were offered as material inducement
to the employees’ employment with Amwell. The RSUs become vested as
follows, subject to the applicable employee’s continued employment
through each vesting date: 25% of the RSUs will vest upon the first
anniversary of the grant date (“Initial Vesting Date”), and the
remaining 75% of such RSUs will vest in equal pro rata increments
every three months thereafter (beginning on the first calendar day
of the month following the date that is three months following the
Initial Vesting Date) for three years until such RSUs are vested in
full.
The grants described in this press release were
approved by the Compensation Committee of the Amwell’s Board of
Directors pursuant to the Amwell’s Inducement Plan and made in
reliance on the employment inducement exemption under the NYSE’s
Listed Company Manual Rule 303A.08. Amwell is issuing this press
release pursuant to Rule 303A.08.
About Amwell
Amwell is a leading hybrid care, delivery
enablement platform in the United States and globally, connecting
and enabling providers, payers, patients, and innovators to deliver
greater access to more affordable, higher quality care. Amwell
believes that hybrid care delivery will transform healthcare. We
offer a single, comprehensive platform to support all digital
health needs from urgent to acute and post-acute care, as well as
chronic care management and healthy living. With nearly two decades
of experience, Amwell powers the digital care of more than 50
health plans, which collectively represent more than 100 million
covered lives, and many of the nation’s largest health systems. For
more information, please visit
https://business.amwell.com/.
©2024 American Well Corporation. All rights reserved. Amwell®,
SilverCloud®, Amwell Converge™, Carepoint™ and the Amwell Logo are
registered trademarks or trademarks of American Well
Corporation.
Media:
Angela Vogen
Press@amwell.com
Investors:
Sue Dooley
sue.dooley@amwell.com
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