Exhibit 10.22
June 28, 2020
BY ELECTRONIC MAIL
Dear Taj,
I am pleased to formally confirm our offer to you to join the Board of Directors (the “Board”) of Cure TopCo, LLC, a Delaware limited liability company formerly known as Chloe Ox Holdings, LLC (the “Company”), in accordance with the terms and conditions described in this offer letter. We are excited about adding your experience and depth of knowledge to the leadership of the Company. For the avoidance of doubt, your appointment to the Board officially commences on July 15, 2020 (the “Commencement Date”).
During the period of your service as a member of the Board, 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.
As compensation for your service as a member of the Board, the Company or one of its affiliates will pay you an annual cash retainer of $100,000, payable in accordance with the Company’s practices for directors. You will also be reimbursed for all reasonable out-of-pocket business expenses, consistent with Company’s policies.
In addition, subject to approval by the Board or a committee thereof, you will be granted 1,544 Incentive Units in Cure Aggregator, LLC, a Delaware limited liability company formerly known as Chloe Ox Aggregator, LLC (“Aggregator”). The Incentive Units are intended to be treated as profits interests for federal income tax purposes, and represent approximately $500,000 dollars at work. The Incentive Units will be subject in all respects to the terms of the applicable award agreement, the Aggregator limited liability company agreement, and any other documents referenced and/or incorporated therein (collectively, the “Equity Documents”).
As a member of the Board, you will be covered by the Company’s 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 Company’s organizational documents. During the period of your service as a member of the Board, 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. Beginning on the Commencement Date, you will be subject to restrictive covenants consistent with those of other directors.
You agree that you will comply with all policies and procedures of the Company and its affiliates for protecting Confidential Information, and will never use or disclose any Confidential Information obtained by you incident to your association with the Company or any of its affiliates, except as required by applicable law or for the proper performance of your duties and responsibilities to the Company and its affiliates. This restriction shall continue to apply after your service on the Board terminates, regardless of the reason for such termination. For purposes of this letter agreement, “Confidential Information” means (a) any and all information of the Company and its affiliates that is not generally available to the public and (b) any information received by the Company or any of its affiliates from any person or entity with any understanding, express or implied, that it will not be disclosed. Nothing in this letter limits, restricts