Exhibit 10.1


 


EXECUTION
VERSION


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into as of this 1st day of December, 2021 (the “Effective Date”),
by and between Total Community Options, Inc., d/b/a InnovAge, a Colorado corporation (the “Company”), and Patrick
Blair (the “Executive”).


 


RECITALS


 


The Company desires to offer
to the Executive employment on the terms and conditions set forth in this Agreement. In consideration of the foregoing premises and the
mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree:


 


1.             Employment.
The Executive’s employment shall be subject to the terms and conditions set forth in this Agreement.


 


2.             Term.
This Agreement will continue in effect from the Effective Date until terminated in accordance with Section 5 hereof. The term
of this Agreement is hereafter referred to as “the term of this Agreement” or “the term hereof”.


 


3.             Capacity
and Performance.


 


(a)            During
the term hereof, the Executive shall be employed by the Company on a full-time basis and shall serve the Company as its President. In
such capacity, the Executive shall report to the Board of Directors of the Company (the “Board”), and the Executive
shall have such duties as are consistent with the Executive’s position and as may from time to time be assigned to the Executive
by the Board. Without limitation of the foregoing, the Executive will be in charge of all of the Company’s centers and their employees
and for all clinical functions of the Company. The Chief Medical Officer of the Company, the Chief People Officer of the Company, the
Chief Technology Officer of the Company, all employees involved in center operations, all sales and marketing employees and all personnel
responsible for developing new sites will report to the Executive. The Chief Financial Officer of the Company, the General Counsel of
the Company, all employees involved in investor relations and all personnel solely responsible for acquisitions will not report to the
Executive. Notwithstanding anything to the contrary in the foregoing, the Executive will take on additional responsibilities and direct
reports in his first role of operations, such that, by the end of the Executive’s first nine (9) months of employment, the
Executive will have responsibility for the finance, legal, investor relations and mergers and acquisitions functions, including, without
limitation, having the related employees report in to the Executive.


 


(b)            During
the term hereof, the Executive shall devote substantially all of the Executive’s business time and the Executive’s
reasonable best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and
its Affiliates (as defined below) and to the discharge of the Executive’s duties and responsibilities hereunder. The Executive
shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position
during the term of this Agreement, except as may be expressly approved in advance by the Board in writing, which approval
shall not be unreasonably withheld; provided, however, that the Executive may, without advance consent, participate in
charitable activities and passive personal investment activities, provided that such activities do not, individually or in the
aggregate, interfere with the performance of the Executive’s duties under this Agreement, are not in conflict with the
business interests of the Company or any of its Affiliates and do not violate Sections 7, 8 or 9 of this
Agreement. The Company acknowledges and agrees that the Executive currently serves on the Board of Directors of Kepro and may
continue such service subject to the foregoing limitations.


 






     


     


    

 


(c)            During
the term hereof, the Executive shall comply with all of the Company’s written policies, practices and codes of conduct applicable
to the Executive’s position and made available to the Executive, as in effect from time to time.


 


(d)            The
Executive acknowledges and agrees that the Executive must reside within driving distance of the Company’s headquarters in Denver,
Colorado during the term hereof.


 


4.             Compensation
and Benefits. As compensation for all services performed by the Executive hereunder during the term hereof, and subject to performance
of the Executive’s duties and responsibilities to the Company and its Affiliates, pursuant to this Agreement or otherwise, the Company
shall pay certain compensation and provide certain benefits to the Executive, as follows:


 


(a)            Base
Salary. During the term of this Agreement, the Company will pay the Executive an annual base salary commensurate with the Executive’s
performance and experience within the compensation philosophy established by the Company; the Executive’s initial annual base salary
rate will be $750,000. The Executive will be paid the Executive’s annual base salary in accordance with the normal payroll practices
of the Company as in effect from time to time (but no less frequently than monthly); the Executive’s annual base salary, as from
time to time adjusted, is hereafter referred to as the “Base Salary”. The Board shall review the Base Salary each year for
increase, but shall not decrease the Base Salary.


 


(b)            Annual
Bonus Compensation. For each fiscal year of the Company occurring during the term hereof, beginning with the 2022 fiscal year,
the Executive shall be eligible, but not entitled, to receive a discretionary annual bonus (the “Annual Bonus”),
targeted at one hundred percent (100%) of the Executive’s Base Salary (the “Target Bonus”). The actual
amount of the Annual Bonus due for a given fiscal year, if any, will be determined by the Board, acting in good faith and based on
the achievement of pre-established performance criteria. The performance criteria shall be established by the Board no later than
the sixtieth (60th) day of the fiscal year and shall be communicated in writing to the Executive within fifteen (15) days
of the date on which the Board establishes the performance criteria. Any Annual Bonus earned for a fiscal year shall be paid within
thirty (30) days after the Board has received, reviewed and approved the applicable fiscal year’s final audited statements,
and in any event no later than December 31st of the calendar year in which such fiscal year ends. In order to
receive the Annual Bonus for any fiscal year, the Executive must be employed by the Company through the last day of the fiscal year
to which performance relates. Notwithstanding anything to the contrary in the foregoing, the Annual Bonus for the 2022 fiscal year
will be prorated, based on the number of days the Executive was employed by the Company during the 2022 fiscal year, to
reflect the Executive’s commencement of employment following the commencement of the 2022 fiscal year.


 






    2 


     


    

 


(c)            Incentive
Equity Grants under the 2021 Omnibus Incentive Plan. The Board has approved the following grants to the Executive: (i) an award
of options (“Options”), with respect to a number of shares of Company common stock equal to the quotient of (A) $10,500,000
and (B) the closing price of a share of Company common stock on November 10, 2021, and (ii) an award of restricted stock
units (“RSUs”), with respect to a number of shares of Company common stock equal to the quotient of (A) $3,500,000
and (B) the closing price of a share of Company common stock on November 10, 2021. The Option award will be subject to an Option
agreement, substantially in the form attached as Exhibit A hereto, and the RSU award will be subject to an RSU agreement,
substantially in the form attached as Exhibit B hereto. Both the Option award and the RSU award will be subject to the InnovAge
Holding Corp. 2021 Omnibus Incentive Plan, as the same may be amended from time to time (the “Omnibus Plan”), and any
other restrictions and limitations generally applicable to the equity of the Company or otherwise imposed by law. For the avoidance of
doubt, the Executive’s entitlement to the foregoing Options and RSUs is subject to the Executive’s commencement of employment
on the Effective Date.


 


(d)           One-Time
Sign-On Bonus. The Executive will be eligible for a one-time cash payment in the amount of $600,000, payable as soon as administratively
possible following the Effective Date, but in no event later than the fourteenth (14th) day immediately following the Effective
Date, provided that either (i) the Executive is still employed with the Company on the payment date or (ii) the Executive’s
employment with the Company was terminated by the Company without Cause or by the Executive for Good Reason (each, as defined below),
in each case, prior to the payment date. Should the Executive terminate the Executive’s employment with the Company without Good
Reason (and provided, that, such termination is not due to the Executive’s death or Disability (as defined below)), or should the
Company terminate the Executive’s employment for Cause, in each case, prior to the first anniversary of the Effective Date, the
Executive will be required to repay the Sign-On Bonus in full (less any taxes previously withheld).


 


(e)            Paid
Time Off. During the term hereof, the Executive shall be entitled to earn four (4) weeks (i.e., twenty (20) days) of paid
time off (“PTO”) per annum (in addition to Company holidays), to be taken at such times and intervals as shall be determined
by the Executive, subject to the reasonable business needs of the Company. PTO shall otherwise be governed by the policies of the Company,
as in effect from time to time.


 


(f)             Employee
Benefit Plans. During the term hereof and subject to any contribution therefore generally required of similarly-situated
employees of the Company, the Executive shall be entitled to participate in any and all employee benefit plans from time to time in
effect for employees of the Company generally (the “Employee Benefit Plans”), except to the extent any Employee
Benefit Plan provides for benefits otherwise provided to the Executive hereunder (e.g., a severance pay plan). For the
avoidance of doubt, the clause at the end of the preceding sentence shall not preclude the Executive from potentially receiving
grants under the Omnibus Plan that are in addition to those specified in Section 4(c) above, in all respects as
determined by the Board. Such participation shall be subject to (i) the terms of the applicable Employee Benefit Plan
documents, (ii) generally applicable Company policies and (iii) the discretion of the Company or any administrative or
other committee provided for under, or contemplated by, such Employee Benefit Plan.


 






    3 


     


    

 


(g)           Business
Expenses. The Company shall pay or reimburse the Executive for reasonable, customary and appropriate business expenses incurred or
paid by the Executive in the performance of the Executive’s duties and responsibilities hereunder, subject to such reasonable substantiation
and documentation and to travel and other policies as may be required by the Company from time to time.


 


(h)           Annual
Physical Exam. The Company will pay for an annual physical exam for the Executive.


 


5.             Termination
of Employment and Severance Benefits. The Executive’s employment hereunder shall terminate under the following circumstances:


 


(a)            Death.
In the event of the Executive’s death during the term hereof, the date of death shall be the date of termination, and the Company
shall pay or provide to the Executive’s designated beneficiary or, if no beneficiary has been designated by the Executive in a notice
received by the Company, to the Executive’s estate: (i) any Base Salary earned but not paid through the date of termination,
(ii) pay in lieu of any PTO accrued but not used as of the date of termination, (iii) any business expenses incurred by the
Executive but unreimbursed as of the date of termination, provided, that, such expenses and required substantiation and documentation
are submitted no later than one hundred twenty (120) days following the date of termination, that such expenses are reimbursable under
Company policy and that any such expenses subject to Section 5(g)(iv) shall be paid not later than the deadline specified
therein, (iv) any Annual Bonus earned but unpaid in respect of the fiscal year completed immediately prior to the date of termination
(the “Prior Year Bonus,” and all of the foregoing, payable subject to the timing limitations described herein, “Final
Compensation”) and (v) a pro-rata portion of the Executive’s Annual Bonus for the year in which the termination occurs,
based on the Executive’s actual performance through the date of such termination and determined in accordance with Section 4(b) hereof,
with such proration determined based on the number of days the Executive was employed during the fiscal year in which such termination
occurs, payable at the time specified in and in accordance with Section 4(b) hereof (the “Pro-Rata Bonus”).
In the event of such termination, the Company shall have no further obligation or liability to the Executive under this Agreement, other
than for payment of any Final Compensation and Pro-Rata Bonus due to the Executive. Other than business expenses described in Section 5(a)(iii),
Final Compensation shall be paid to the Executive’s designated beneficiary or estate at the time prescribed by applicable law and
in all events within thirty (30) days following the date of death.


 


(b)           Disability.


 


(i)            The
Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes
disabled during the Executive’s employment hereunder through any illness, injury, accident or condition of either a physical or
psychological nature and, as a result, is unable to perform substantially all of the Executive’s duties and responsibilities hereunder
(notwithstanding the provision of any reasonable accommodation exclusive of the leave of absence provided hereunder) for ninety (90) consecutive
days, or one hundred and eighty (180) non-consecutive days, during any period of three hundred and sixty-five (365) consecutive calendar
days (“Disability”). In the event of such termination, the Company shall have no further obligation or liability to
the Executive under this Agreement, other than for payment of any Final Compensation and Pro-Rata Bonus due to the Executive. Other than
business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed
by applicable law and in all events within thirty (30) days following the date of termination of employment.


 






    4 


     


    

 


(ii)           The
Board may designate another employee to act in the Executive’s place during any period of the Executive’s Disability. Notwithstanding
any such designation, the Executive shall continue to receive the Base Salary in accordance with Section 4(a) and to
participate in Employee Benefit Plans in accordance with Section 4(d), to the extent permitted by the then-current terms of
the applicable Employee Benefit Plans, until the Executive becomes eligible for disability income benefits under the Company’s disability
income plan, if any, or until the termination of the Executive’s employment, whichever shall first occur. If the Executive receives
any disability income payments under the Company’s disability income plan, the Base Salary under Section 4(a) shall
be reduced by the amount of such disability income.


 


(iii)          If
any question shall arise as to whether the Executive is disabled through any illness, injury, accident or condition of either a physical
or psychological nature so as to be unable to perform substantially all of the Executive’s duties and responsibilities hereunder,
the Executive may, and at the reasonable request of the Company shall, submit to a medical examination by a physician mutually agreed
to by the Company and the Executive (or the Executive’s duly appointed guardian, if any), and such determination for the purposes
of this Agreement shall be conclusive. If such question shall arise and the Executive shall fail to submit to such medical examination,
the Company’s determination of the issue shall be binding on the Executive.


 


(c)            By
the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon delivery of
written notice to the Executive. The following, as determined in the Company’s reasonable discretion, shall constitute Cause for
termination:


 


(i)            The
Executive’s failure to perform the Executive’s duties and responsibilities to the Company or any of its Affiliates that are
consistent with Executive’s title and authorities;


 


(ii)           The
Executive’s material breach of any of the provisions of this Agreement or any other written agreement between the Executive and
the Company or any of its Affiliates, resulting in material harm to the Company or any of its Affiliates;


 


(iii)          The
Executive’s material breach of any fiduciary duty that the Executive has to the Company or any of its Affiliates;


 


(iv)          The
Executive’s gross negligence, intentional misconduct or unethical or improper behavior by the Executive resulting in material harm
to the business, interests or reputation of the Company or any of its Affiliates;


 


(v)           The
Executive’s intentional or willful failure to comply with applicable PACE, Medicare or Medicaid rules or regulations;


 






    5 


     


    

 


(vi)          The
Executive’s failure to comply with the Company’s Code of Conduct or Corporate Compliance Program;


 


(vii)         The
Executive’s commission of a felony or any other crime involving moral turpitude; or


 


(viii)        The
Executive’s commission of conduct involving fraud, embezzlement, sexual harassment, material misappropriation of property or other
substantial misconduct with respect to the Company or any of its Affiliates.


 


Any termination of the Executive’s employment
for bases set forth in clauses (i) - (iii) and (vi) shall not constitute a termination for Cause unless the Company shall
have provided written notice to the Executive no later than fifteen (15) days after the Board first obtained actual knowledge of the Executive’s
act or omission constituting Cause, setting forth in reasonable detail such acts or omissions, and the Executive shall have failed to
cure (to the extent capable of cure) such acts or omissions within fifteen (15) days following receipt of written notice. In the event
of a termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation or liability to
the Executive under this Agreement, other than for any Final Compensation (excluding the Prior Year Bonus) due to the Executive. Other
than business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed
by applicable law and in all events within thirty (30) days following the date of termination of employment.


 


(d)           By
the Company Other Than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at
any time upon thirty (30) days’ prior written notice to the Executive. If the Company terminates the Executive’s
employment other than for Cause after the Effective Date, then in addition to any Final Compensation and Pro-Rata Bonus due to the
Executive, the Company will (i) pay to the Executive severance pay, at the same rate as the Base Salary, for a period of
twenty-four (24) months following the date of termination of the Executive’s employment, (ii) pay to the Executive an
amount equal to two (2) times the Executive’s Target Bonus for the fiscal year in which such termination occurs, in substantially
equal installments over the twenty-four (24)-month period following the date of termination of the Executive’s employment
(clauses (i) and (ii), collectively, the “Severance Payments”) and
(iii) continue to pay, on the Executive’s behalf, the premiums required to be paid for the Executive’s continued
participation in the Company’s health care benefit plan, including existing spousal or family health care coverage, if
selected, for a period of eighteen (18) months following termination, unless the Executive becomes employed by another company and
eligible for coverage under such company’s group health care plans, and in such instance, future payment for the health
insurance premiums will cease (the “Healthcare Payments” and, collectively with the Severance Payments and the
Pro-Rata Bonus, the “Severance Benefits”). Other than business expenses described in Section 5(a)(iii),
Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days
following the date of termination of employment. Any obligation of the Company to provide the Severance Benefits is conditioned,
however, on the Executive signing and returning to the Company (without revoking) a timely and effective general release of claims
in substantially the form attached hereto as Exhibit C (the “Release of Claims”), all of which
(including the lapse of the period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no
later than the sixtieth (60th) day following the date of termination, and on the Executive’s continued compliance
with the obligations of the Executive to the Company and its Affiliates that survive termination of the Executive’s
employment, including, without limitation, under Sections 7, 8 and 9 of this Agreement. Subject to Section 5(g) below,
(A) the Severance Payments to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll
practices of the Company; (B) the Healthcare Payments shall be paid monthly, and in both cases of (A) and (B), with the
first payment, which shall be retroactive to the day immediately following the date on which the Executive’s employment
terminated, being due and payable on the Company’s next regular payday for executives that follows the expiration of sixty
(60) calendar days from the date on which the Executive’s employment terminates; and (C) the Pro-Rata Bonus will be
payable as set forth in Section 5(a)(v) above. Notwithstanding the foregoing, in the event the Healthcare Payments
would, in the determination of the Board or its delegate, subject the Executive, the Company or any of its Affiliates to any tax or
penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the “ACA”) or
Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable
regulations or guidance issued under the ACA or Section 105(h), the Healthcare Payments shall be treated as taxable payments
and be subject to imputed income tax treatment to the extent necessary to eliminate any such adverse consequences under the ACA or
Section 105(h).


 






    6 


     


    

 


(e)            By
the Executive for Good Reason. The Executive may terminate the Executive’s employment hereunder for Good Reason by
providing (1) written notice to the Company, specifying in reasonable detail the condition giving rise to the Good Reason, no
later than the thirtieth (30th) day following the date on which the Executive first learned or should have first learned
of that condition, and (2) the Company a period of thirty (30) days in which to remedy the condition in all material respects.
The Executive’s termination of employment for Good Reason will be effective on the thirty-first (31st) calendar day
following the expiration of the Company’s period to remedy, if the Company has failed to remedy the condition in all material respects.
The following, if occurring without the Executive’s written consent, shall constitute “Good Reason” for
termination by the Executive:


 


(i)            a
material reduction in the Executive’s Base Salary (unless such reduction affects all similarly situated employees of the Company
on a proportionate basis);


 


(ii)           a
requirement that the Executive relocate to a location more than fifty (50) miles from the location where the Executive is then providing
services (provided, that, a relocation shall not include: (A) the Executive’s travel for business in the course of performing
the Executive’s duties for the Company or any of its Affiliates, (B) the Executive working remotely or (C) the Company
or any of its Affiliates requiring the Executive to report to the office within the Executive’s principal place of employment (instead
of working remotely));


 


(iii)          a
material diminution in the nature or scope of the Executive’s duties, authority and/or responsibilities; or


 


(iv)          a
material breach by the Company of (A) any of the terms of this Agreement or (B) any other material written agreement between
the Company and the Executive.


 






    7 


     


    

 


In the event of termination
of the Executive’s employment in accordance with this Section 5(e), the Executive will be entitled to all amounts the
Executive would have been entitled to receive had the Executive’s employment been terminated by the Company other than for Cause
pursuant to Section 5(d) above, provided, that, the Executive signs and returns (without revoking) a timely and
effective Release of Claims as set forth in Section 5(d).


 


(f)            By
the Executive without Good Reason. The Executive may terminate the Executive’s employment hereunder without Good Reason at any
time upon sixty (60) days’ prior written notice to the Company. In the event of termination of the Executive’s employment
in accordance with this Section 5(f), the Board may elect to waive the period of notice, or any portion thereof, and, if the
Board so elects, the Company will pay the Executive the Base Salary for the period so waived. The Company shall also pay the Executive
any Final Compensation due to the Executive (other than business expenses described in Section 5(a)(iii)) at the time prescribed
by applicable law and in all events within thirty (30) days following the date of the termination of employment.


 


(g)           Timing
of Payments and Section 409A.


 


(i)            Notwithstanding
anything to the contrary in this Agreement, if, at the time of the Executive’s termination of employment, the Executive is a
 “specified employee,” as defined below, any and all amounts payable under this Section 5 on account of such
separation from service that constitute deferred compensation, and would (but for this provision) be payable within six
(6) months following the date of termination, shall instead be paid on the next business day following the expiration of such
six (6)-month period or, if earlier, upon the Executive’s death; except (A) with respect to any amounts that do
not constitute a deferral of compensation within the meaning of Treasury Regulation Section 1.409A-1(b) (including,
without limitation, by reason of the safe harbor set forth in Section 1.409A-1(b)(9)(iii), as determined by the Company in its
reasonable good faith discretion); (B) benefits that qualify as excepted welfare benefits pursuant to Treasury Regulation
Section 1.409A-1(a)(5); and (C) other amounts or benefits that are not subject to the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended (“Section 409A”).


 


(ii)           This
Agreement is intended to either comply with, or be exempt from, Section 409A, and this Agreement shall be construed and administered
in accordance with such intent.


 


(iii)          For
purposes of this Agreement and solely to the extent that Section 409A applies to compensation or a benefit, all references to “termination
of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of
the Treasury Regulations, after giving effect to the presumptions contained therein), and the term “specified employee” means
an individual determined by the Company to be a specified employee under Treasury Regulation Section 1.409A-1(i).


 


(iv)          Each
payment made under this Agreement shall be treated as a separate payment, and the right to a series of installment payments under this
Agreement is to be treated as a right to a series of separate payments.


 






    8 


     


    

 


(v)           Any
payment of, or reimbursement for, expenses that would constitute nonqualified deferred compensation subject to Section 409A shall
be subject to the following additional rules: (A) no reimbursement or payment of any such expense shall affect the Executive’s
right to reimbursement or payment of any such expense in any other calendar year; (B) reimbursement or payment of the expense shall
be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred;
and (C) the right to reimbursement or payment shall not be subject to liquidation or exchange for any other benefit.


 


(vi)          In
the event of any change in the payroll schedule of the Company, each installment or payment to be made under this Agreement shall be made
(according to such new payroll schedule) within thirty (30) days of the payroll date that would apply pursuant to the payroll schedule
in effect on the Effective Date to the extent necessary to avoid a violation of applicable requirements under Section 409A.


 


(vii)         In
the event the Company or the Executive determines that any compensation or benefit payable hereunder may violate applicable requirements
of Section 409A, the Company and the Executive shall cooperate in good faith to amend this Agreement or take any other actions as
are necessary or appropriate for such compensation or benefit to either (A) be exempt from the requirements of Section 409A
or (B) comply with the applicable requirements of Section 409A; provided, that, no such amendment will be made to the extent
it would result in an increased cost to the Company.


 


(viii)        In
no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement
to comply with, or be exempt from, the requirements of Section 409A.


 


(h)           Exclusive
Right to Severance. The Executive agrees that the Severance Benefits to be provided to the Executive in accordance with the terms
and conditions set forth in this Agreement are intended to be exclusive. The Executive hereby knowingly and voluntarily waives any right
the Executive might otherwise have to participate in or receive payments or benefits under any other plan, program or policy of the Company
providing for severance or termination pay or other termination benefits (other than any benefits payable pursuant to a long-term disability
or other similar insurance program, which shall be governed by the terms and provisions of the applicable plan or program).


 


6.             Effect
of Termination. The provisions of this Section 6 shall apply to any termination of the Executive’s employment under
this Agreement, whether pursuant to Section 5 or otherwise.


 


(a)            Provision
by the Company of Final Compensation, the Pro-Rata Bonus, if any, and the Severance Benefits, if any, that are due to the Executive, in
each case, under the applicable termination provisions of Section 5, shall constitute the entire obligation of the Company
to the Executive under this Agreement. For the avoidance of doubt, the Options, RSUs, and any other grants held by the Executive under
the Omnibus Plan shall be governed by the terms of the Omnibus Plan and the applicable documentation for the Options, the RSUs and/or
any other grants.


 



    9 


     


    





  


(b)            Except
for any right of the Executive to continue group health plan participation in accordance with applicable law, the Executive’s participation
in all Employee Benefit Plans shall terminate pursuant to the terms of the applicable Employee Benefit Plan documents based on the date
of termination of the Executive’s employment, without regard to any Base Salary for notice waived pursuant to Section 5(e) hereof
or to any Severance Benefits or other payment made to or on behalf of the Executive following such termination date.


 


(c)            Provisions
of this Agreement shall survive any termination of the Executive’s employment if so provided herein or if necessary or desirable
fully to accomplish the purposes of other surviving provisions, including, without limitation, the obligations of the Executive under
Sections 7, 8 and 9 hereof. The obligation of the Company to provide Severance Benefits hereunder, and the Executive’s
right to retain such payments, is expressly conditioned on the Executive’s continued performance in accordance with Sections 7,
8 and 9 hereof.


 


7.            Confidential
Information.


 


(a)            The
Executive acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Executive will develop
Confidential Information for the Company or its Affiliates and that the Executive will learn of Confidential


Information during the course of the
Executive’s employment. The Executive agrees that all Confidential Information which the Executive creates or to which the Executive
has access as a result of the Executive’s employment or other associations with the Company or any of its Affiliates since the Effective
Date is and shall remain the sole and exclusive property of the Company or its Affiliate, as applicable. The Executive shall comply with
the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall never disclose to any
Person (except as required by applicable law or for the proper performance of the Executive’s duties and responsibilities to the
Company and its Affiliates), or use for the Executive’s own benefit or gain or the benefit or gain of any other Person, any Confidential
Information obtained by the Executive incident to the Executive’s employment or any other association with the Company or any of
its Affiliates. The Executive understands that this restriction shall continue to apply after the Executive’s employment terminates,
regardless of the reason for such termination. Further, the Executive agrees to furnish prompt notice to the Company, to the extent permitted
by applicable law, of any required disclosure of Confidential Information sought pursuant to subpoena, court order or any other legal
process or requirement, and agrees to provide the Company a reasonable opportunity to seek protection of the Confidential Information
prior to any such disclosure. The confidentiality obligation under this Section 7 shall not apply to information that has
become generally known through no wrongful act on the part of the Executive or any other Person having an obligation of confidentiality
to the Company or any of its Affiliates. For the avoidance of doubt, the Executive acknowledges that nothing contained herein limits,
restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with
any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity.


 






    10 


     


    

 


(b)            All
documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the
Company or any of its Affiliates and any copies or derivatives (including, without limitation, electronic), in whole or in part,
thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of
the Company and its Affiliates. Except as necessary for the proper performance of the Executive’s regular duties for the
Company or as expressly authorized in writing in advance by the Company or its expressly authorized designee, the Executive will not
copy any Documents or remove any Documents or copies or derivatives thereof from the premises of the Company. The Executive shall
safeguard all Documents and shall surrender to the Company, at the time the Executive’s employment terminates, or at such
earlier time or times as the Company or its designee may specify, all Documents and other property of the Company or any of its
Affiliates and all documents, records and files of the customers and other Persons with whom the Company or any of its Affiliates
does business (collectively, “Third Party Documents” and each individually, a “Third Party
Document”) then in the Executive’s possession or control and not accessible by the Company; provided, however,
that if a Document or Third-Party Document is on electronic media, the Executive may, in lieu of surrendering the Document or
Third-Party Document, provide a copy to the Company on electronic media and delete and overwrite all other electronic media copies
thereof. The Executive also agrees that, upon request of any duly authorized officer of the Company, the Executive shall disclose
all passwords and passcodes necessary or desirable to enable the Company or any of its Affiliates or the Persons with whom the
Company or any of its Affiliates do business to obtain access to the Documents and Third-Party Documents. Notwithstanding anything
to the contrary in the foregoing, the Executive may retain the Executive’s personnel and compensation information
following the termination of his employment, subject to the confidentiality obligations hereunder.


 


(c)            18
U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade
secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating
a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing
is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for
disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the
right to disclose in confidence trade secrets to federal, state and local government officials, or to an attorney, for the sole purpose
of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed
in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


 


8.            Assignment
of Rights to Intellectual Property. The Executive shall promptly and fully disclose all Intellectual Property to the Company. The
Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right,
title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign
patents, copyrights or other proprietary rights and to do such other acts (including, without limitation, the execution and delivery of
instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company (or as otherwise
directed by the Company) and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual
Property. The Executive will not charge the Company for time spent in complying with these obligations but shall be reimbursed for reasonable
expenses incurred in connection therewith, subject to the Company’s expense reimbursement policies as in effect from time to time.
All copyrightable works that the Executive creates shall be considered “work made for hire” and shall, upon creation, be owned
exclusively by the Company.


 






    11 


     


    

 


9.            Restricted
Activities. The Executive acknowledges and agrees that (1) the Executive is an executive or management employee of the Company
and is provided access to the Company’s “Trade Secrets,” defined as the whole or any portion or phase of any scientific
or technical information, design, process, procedure, formula, improvement, confidential business or financial information, listing of
names, addresses or telephone numbers, or other information relating to the Company which is secret and of value, and (2) the following
restrictions on the Executive’s activities during and after employment with the Company are necessary to protect the Company’s
Trade Secrets and other legitimate interests of the Company and its Affiliates:


 


(a)            Non-Competition.
While the Executive is employed by the Company and during the two (2)-year period immediately following termination of the
Executive’s employment with the Company for any or no reason (the “Restricted Period”), the
Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, independent
contractor, co-venturer or otherwise, whether with or without compensation, compete with the Business (as defined below), or any
portion of the Business, in the United States of America (the “Restricted Area”) or undertake any planning for
any business competitive with all or a portion of the Business in the Restricted Area. Specifically, but without limiting the
foregoing, the Executive agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or
otherwise, whether with or without compensation, to any Person that is engaged in all or any portion of the Business, as conducted
or in active planning to be conducted during the Executive’s employment with the Company or, with respect to the portion of
the Restricted Period that follows the termination of the Executive’s employment, at the time the Executive’s employment
terminates, in the Restricted Area. Notwithstanding the foregoing, nothing in this Agreement shall (i) prevent the Executive
from providing services to a consulting firm that provides services to any business that competes with the Business,
(ii) preclude the Executive from owning up to two percent (2%) of the publicly traded securities of any business or
(iii) prevent the Executive from providing services to an entity that contains a business that competes with the Business, provided,
that, the Executive is not responsible for (and does not engage or participate in) the day-to-day management, oversight or
supervision of such business, and provided, further, that the Executive does not have direct supervision over the
individual or individuals who are so responsible for such day-to-day management, oversight or supervision.


 


(b)            Non-Solicitation.


 


(i)            During
the Restricted Period, the Executive will not, directly or indirectly, (A) solicit or encourage any customer of the Company or any
of its Affiliates to terminate or diminish its relationship with them; or (B) seek to persuade any such customer or prospective customer
of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer
conducts or could conduct with the Company or any of its Affiliates; provided, however, that these restrictions shall apply
(I) only with respect to any Person who is or has been a customer of the Company or any of its Affiliates at any time within the
immediately preceding two (2)-year period or whose business has been solicited on behalf of the Company or any of its Affiliates by any
of their officers, employees or agents within such two (2)-year period, other than by form letter, blanket mailing or published advertisement,
and (II) only if the Executive has performed work for such Person during the Executive’s employment with the Company or one
of its Affiliates or been introduced to, or otherwise had contact with, such Person as a result of the Executive’s employment or
other associations with the Company or one of its Affiliates or has had access to Confidential Information which would assist in the Executive’s
solicitation of such Person. Notwithstanding anything in this Section 9(b) to the contrary, the Executive may solicit
customers and prospective customers for purposes of providing or selling products or services that do not compete with the Business.


 






    12 


     


    

 


(ii)            During
the Restricted Period, the Executive will not, and will not assist any other Person to, (A) hire or solicit for hiring any
employee of the Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates to
discontinue employment or (B) solicit or encourage any independent contractor providing services to the Company or any of its
Affiliates to terminate or diminish such independent contractor’s relationship with them. For the purposes of this Agreement,
an “employee” or an “independent contractor” of the Company or any of its Affiliates is any Person who was
such at any time within the preceding two (2) years.


 


(c)            Non-Disparagement.
The Executive agrees that the Executive will never disparage or criticize the Company, its Affiliates, their business, their management
or their products or services, and that Executive will not otherwise do or say anything that could disrupt the good morale of employees
of the Company or any of its Affiliates or harm the interests or reputation of the Company or any of its Affiliates. For the avoidance
of doubt, the foregoing shall not prevent the Executive from performing the Executive’s duties during the term hereof, as it relates
to performance evaluations and the like.


 


10.            Whistleblower
Protection. Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to
impede the Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency
or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any agency
Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. The Executive does not
need the prior authorization of the Company to make any such reports or disclosures, and the Executive shall not be required to notify
the Company that such reports or disclosures have been made.


 


11.            Enforcement
of Covenants. The Executive acknowledges that the Executive has carefully read and considered all the terms and conditions of
this Agreement, including the restraints imposed upon the Executive pursuant to Sections 7, 8 and 9
hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and
proper protection of the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates; that
each and every one of these restraints is reasonable in respect to subject matter, length of time and geographic area; and that
these restraints, individually or in the aggregate, will not prevent the Executive from obtaining other suitable employment during
the period in which the Executive is bound by them. The Executive further agrees that the Executive will never assert, or permit to
be asserted on the Executive’s behalf, in any forum, any position contrary to the foregoing. The Executive further
acknowledges that, were the Executive to breach any of the covenants contained in Sections 7, 8 or 9
hereof, the damage to the Company and its Affiliates would be irreparable. The Executive therefore agrees that the Company, in
addition and not in the alternative to any other remedies available to it, shall be entitled to seek preliminary and permanent
injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond.
The parties further agree that, in the event that any provision of Sections 7, 8 or 9 hereof shall be
determined by any court of competent jurisdiction to be unenforceable, such provision shall be deemed to be modified to permit its
enforcement to the maximum extent permitted by law. The Executive agrees that the Restricted Period shall be tolled, and shall not
run, during any period of time in which the Executive is in violation of the terms thereof, in order that the Company and its
Affiliates shall have all of the agreed-upon temporal protection recited herein. No breach of any provision of this Agreement
by the Company, or any other claimed breach of contract or violation of law, or change in the nature or scope of the
Executive’s employment relationship with the Company, shall operate to extinguish the Executive’s obligation to comply
with Sections 7, 8 and 9 hereof. Each of the Company’s Affiliates shall have the right to enforce
all of the Executive’s obligations to that Affiliate under this Agreement, including, without limitation, pursuant to Sections 7, 8
or 9 hereof.


 






    13 


     


    

  


12.            No
Conflicting Agreements. The Executive hereby represents and warrants that the execution of this Agreement and the performance of the
Executive’s obligations hereunder will not breach or be in conflict with any other agreement to which the Executive is a party or
by which the Executive is bound, and that the Executive is not now subject to any covenants against competition or any similar covenants
or other obligations to any Person or to any court order, judgment or decree that would affect the performance of the Executive’s
obligations hereunder. The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party
without such party’s consent.


 


13.            Definitions.
Capitalized words or phrases shall have the meanings provided in this Section 13 and as provided elsewhere herein:


 


(a)            “Affiliate”
means any person or entity directly or indirectly controlling or controlled by the Company, where control may be by either management
authority or equity interest.


 


(b)            “Business”
means the business of delivery of services to the frail and elderly population through the operation of PACE Programs and any other business
conducted by the Company or any of its Affiliates as of the relevant date.


 


(c)            “Confidential
Information” means any and all information of the Company and its Affiliates that is not generally available to the public,
and any and all information, which, if disclosed by the Company or any of its Affiliates, would assist in competition against any of them.
Confidential Information includes, without limitation, such information relating to (i) the development, research, testing, manufacturing,
marketing and financial activities of the Company and its Affiliates, (ii) the Services, (iii) the costs, sources of supply,
financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the patients
of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships
and the nature and substance of those relationships. Confidential Information also includes information that the Company or any of its
Affiliates has received, or may receive hereafter, belonging to others or that was received by the Company or any of its Affiliates with
any understanding, express or implied, that it would not be disclosed.


 






    14 


     


    

 


(d)            “Intellectual
Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas
(whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to
practice by the Executive (whether alone or with others, whether or not during normal business hours or on or off Company premises)
during the Executive’s employment and during the period of six (6) months immediately following termination of the
Executive’s employment that relate either to the Services or to any prospective activity of the Company or any of its
Affiliates or that result from any work performed by the Executive for the Company or any of its Affiliates or that make use of
Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates.


 


(e)            “Person”
means a natural person, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity
or organization, other than the Company or any of its Affiliates.


 


(f)            “Services”
means all services planned, researched, developed, tested, sold, licensed, leased or otherwise distributed or put into use by the Company
or any of its Affiliates, together with all products provided or otherwise planned by the Company or any of its Affiliates, during the
Executive’s employment.


 


14.            Indemnification.
During the Executive’s employment with the Company and thereafter, the Company shall indemnify, and hold the Executive and the Executive’s
heirs and representatives harmless against, any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys’
fees) as a result of any claim or proceeding (whether civil, criminal, administrative or investigative) against the Executive that arises
out of or relates to the Executive’s service as an officer, director or employee, as the case may be, of the Company, or the Executive’s
service in any such capacity or similar capacity with any Affiliate of the Company or other entity at the Company’s request and/or
pursuant to this Agreement, except, however, the Company’s indemnity shall not apply with respect to matters where the Executive
has been grossly negligent, reckless or intentionally violated the rights of the Company or of any third party, unless at the direction
of the Company, or where the Executive fails to reasonably cooperate with the Company in the Company’s defense of any claim or proceeding.
The Company agrees to promptly advance to the Executive or the Executive’s heirs or representatives the expenses, including attorneys’
fees and litigation costs, upon written request, with documentation of such expenses satisfactory to the Company (subject to reasonable
attorney-client privilege and attorney work product considerations) and upon receipt of an undertaking by the Executive or on the Executive’s
behalf that such amounts will be promptly repaid should it ultimately be determined that the Executive is not entitled to be indemnified
by the Company. The Executive agrees to assist and cooperate with the Company, both during the Executive’s employment with the Company
and thereafter, in the defense of any legal action related to the Executive’s employment upon reasonable notice and at reasonable
times and places. During the Executive’s employment with the Company and thereafter, the Company also shall provide the Executive
with coverage under its then-current directors’ and officers’ liability policy to the same extent that it provides such coverage
to its other executive officers or directors, and the Executive shall be entitled to the same rights of indemnification provided to such
other executive officers or directors under the Company’s by-laws, certificate of incorporation or other governing documents. This
Section 14 shall continue in effect after the termination of the Executive’s employment or the termination of this Agreement.


 






    15 


     


    

  


15.            Withholding.
All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company
under applicable law.


 


16.            Assignment.
Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise,
without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations
under this Agreement without the consent of the Executive to one of its Affiliates or in the event that the Company shall hereafter effect
a reorganization with, consolidate with or merge into an Affiliate or any Person or transfer all or substantially all of its properties,
stock or assets to an Affiliate or any Person. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive,
and their respective successors, executors, administrators, heirs and permitted assigns.


 


17.            Severability.
If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction,
then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it
is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.


 


18.            Waiver.
No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party
to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement,
shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.


 


19.            Notices.
Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective
when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered
or certified, and addressed to the Executive at the Executive’s last known address on the books of the Company or, in the case of
the Company, at its principal place of business, attention of the Board, or to such other address as either party may specify by notice
to the other actually received.


 


20.            Entire
Agreement. This Agreement, the Exhibits hereto and the documents referenced herein, such as the Omnibus Plan, constitute the
entire agreement between the parties and supersedes and terminate all prior communications, agreements and understandings, written or
oral, with respect to the terms and conditions of the Executive’s employment with the Company.


 






    16 


     


    

 


21.            Amendment.
This Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly authorized representative
of the Company.


  


22.            Headings.
The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision
of this Agreement.


 


23.            Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.


 


24.            Governing
Law. This is a Colorado contract and shall be construed and enforced under and be governed in all respects by the laws of the State
of Colorado, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.


 


[Signature Page Follows]


 






    17 


     


    

  


IN WITNESS WHEREOF, this Agreement
has been executed as a sealed instrument by the Company, by its duly authorized representative, and by the Executive, as of the date first
above written.


 


	THE EXECUTIVE:	 	THE COMPANY:
	 	 	 
	/s/ Patrick Blair	 	/s/ Andrew Cavanna 
	Patrick Blair	 	By:	Andrew Cavanna      
	 	 	Title:	Board Chair       




 






     


     


    

 


Exhibit A


 


Option Agreement


 


[See attached.]


 






    A-1


     


    

 


EXECUTION
VERSION


 


INNOVAGE
HOLDING CORP.

Stock Option Grant Notice

(2021 omnibus INCENTIVE PLAN)





 


InnovAge Holding Corp. (the “Company”),
pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an option to purchase
the number of shares of the Company’s Stock set forth below (the “Award”). The Award is subject to
all of the terms and conditions as set forth in this Stock Option Grant Notice (this “Grant Notice”) and the
Option Agreement (attached hereto as Attachment I), the Plan, which has been made available to you,
and the Vesting Schedule (attached hereto as Attachment II), all of which are incorporated herein in their entirety. Capitalized terms
not otherwise defined herein but defined in the Plan or the Option Agreement will have the same meaning as in the Plan or the Option Agreement.
If there is any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan will control.


 


	Name of Participant:	
    Patrick Blair

	Date of Grant:	
    November 10,
    2021

	Number of Shares of Stock Subject to Option:	


    1,330,798


	Exercise Price (Per Share):	
    $7.89

	Expiration Date:	
    November 9,
    2031



 


	Type of Grant:	Nonqualified Stock Option
	 	 
	Exercise Schedule:	Same as Vesting Schedule
	 	 
	Vesting Schedule:	Attached hereto as Attachment II




 


Additional Terms/Acknowledgements: Participant
acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement and the Plan. Participant acknowledges
and agrees that this Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan. Participant
further acknowledges that, as of the Date of Grant, this Grant Notice, the Option Agreement and the Plan set forth the entire agreement
and understanding between Participant and the Company regarding this Award and supersede all prior oral and written agreements, promises
and/or representations on that subject with the exception of (i) Awards previously granted and delivered to the Participant and (ii) 
any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law. By accepting this Award, Participant
consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established
and maintained by the Company or another third party designated by the Company.


 












    


     


    

 





	InnovAge Holding Corp.	 	Participant:
	 	 	 
	By:	 	 	 
	Signature	 	Signature
	 	 	 
	Title:	               	 	Date:	                  
	 	 	 	 	 
	Date:	 	 	 




 


Attachments:
Option Agreement and Vesting Schedule


 









    -2-


     


    

 


Attachment
I


 


Innovage
holding corp.

2021 omnibus INCENTIVE PLAN


 


Nonqualified
Stock Option Agreement


 


Pursuant to the Stock Option
Grant Notice (the “Grant Notice”) and this Option Agreement (this “Agreement”), InnovAge
Holding Corp. (the “Company”) has granted you an Award under its 2021 Omnibus Incentive Plan (the “Plan”)
to purchase the number of shares of the Company’s Stock indicated in your Grant Notice at the exercise price indicated in your Grant
Notice. The Option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”).
Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same meaning as
in the Plan.


 


If there is any conflict between
the terms in this Agreement and the Plan, the terms of the Plan will control. The details of your option (this or your “Option”),
in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1.            Vesting.
Subject to the limitations contained herein, your Option will vest as provided in your Grant Notice. Vesting
will cease upon your Termination. Upon your Termination, the portion of the Option that is not vested on the date of such Termination
will be forfeited at no cost to the Company, and you will have no further right, title or interest in or to such underlying shares of
Stock.


 


2.            Number
of Shares and Exercise Price. The number of shares of Stock subject to your Option and the exercise
price per share set forth in your Grant Notice will be adjusted from time to time for capitalization adjustments, as provided in the Plan.
Any additional shares that become subject to the Option pursuant to this Section 2, if any, shall be subject, in a manner determined
by the Committee, to the same forfeiture restrictions, restrictions on transferability and time and manner of delivery as applicable to
the other shares covered by your Option. Notwithstanding the provisions of this Section 2, no fractional shares or rights for fractional
shares of Stock shall be created pursuant to this Section 2. Any fraction of a share will be rounded down to the nearest whole share.


 


3.            Method
of Payment. You must pay the full amount of the exercise price for the shares you wish to acquire
upon exercise of the Option. You may pay the exercise price in a manner approved by the Committee and in accordance with applicable law,
which may include any of the following payment methods: (a) in immediately available funds in U.S. dollars, or by certified
or bank cashier’s check, (b)  by delivery of shares of Stock having an aggregate Fair Market Value equal to the exercise price,
(c) by a broker-assisted cashless exercise in accordance with procedures approved by the Committee, whereby payment of the Option
exercise price or tax withholding obligations may be satisfied, in whole or in part, with shares of Stock subject to the Option by delivery
of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell shares of Stock and to deliver all
or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy
the Company’s withholding obligations, or (d) by any other means approved by the Committee. Notwithstanding anything herein
to the contrary, if the Committee determines that any form of payment available hereunder would be in violation of Section 402 of
the Sarbanes-Oxley Act of 2002, such form of payment shall not be available.


 






    


     


    

 


4.            Whole
Shares. You may exercise your Option only for whole shares of Stock.


 


5.            Securities
Law Compliance. In no event may you exercise your Option unless the shares of Stock issuable
upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the
issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your Option also must
comply with all other applicable laws and regulations governing your Option and the Company’s policies, and you may not exercise
any portion of your Option if the Company determines that such exercise would not be in material compliance with such laws, regulations
or Company policies, if applicable.


 


6.            Term.
You may not exercise your Option before the Date of Grant or after the expiration of the Option’s
term. The term of your Option shall expire upon a Termination in accordance with Section 5(f) of the Plan, and such Section 5(f) of
the Plan is incorporated herein by reference and made a part hereof. For the avoidance of doubt, if your employment with Total Community
Options, Inc., d/b/a InnovAge (“InnovAge”), is terminated due to your resignation for Good Reason (as defined
in that certain Employment Agreement, by and between you and InnovAge), your Option will be treated in accordance with Section 5(f)(1) of
the Plan.


 


7.            Exercise.


 


(a)            You
may exercise the vested portion of your Option during its term by (i) completing such documents and/or procedures designated by the
Company, or a third party designated by the Company, for exercise, and (ii) paying the exercise price and any applicable withholding
taxes, together with such additional documents as the Company may then require.


 


(b)            By
exercising your Option, you agree that, as a condition to any exercise of your Option, the Company may require you to enter into an arrangement
providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise
of your Option or (ii) the disposition of shares of Stock acquired upon such exercise.


 


8.            Transferability
of Options. Except as set forth in the following sentences, your Option is not transferable,
except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Upon receiving written permission
from the Committee or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company
and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled
to exercise this Option and receive the Stock or other consideration resulting from such exercise. In the absence of such a designation,
your executor or administrator of your estate will be entitled to exercise this Option and receive, on behalf of your estate, the Stock
or other consideration resulting from such exercise


 






    2


     


    

 





9.            Dividends.
You shall receive no benefit or adjustment to your Option with respect to any cash dividend,
stock dividend or other distribution that does not result from the adjustment provided in Section 10(a) of the Plan.


 


10.            Restrictive
Legends. The shares of Stock issued under your Option shall be endorsed with appropriate legends,
if applicable, as determined by the Company.


 


11.            Award
Not A Service Contract. This Agreement is not an employment or service contract, and nothing
in this Agreement will be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the
Company or an Affiliate, or of the Company or an Affiliate to continue your employment or service.


 


12.            Withholding
Obligations.


 


(a)            At
the time you exercise your Option, in whole or in part, and at any other time as reasonably requested by the Company in accordance with
applicable tax laws, you hereby authorize any required withholding from the shares of Stock issuable to you and/or otherwise agree to
make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of
the Company or any Affiliate that arise in connection with your exercise (the “Withholding Taxes”). Additionally,
the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your
exercise by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable
to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into
a “same day sale” commitment, whereby Withholding Taxes may be satisfied with a portion of the shares of Stock to be delivered
in connection with your exercise by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee)
to sell a portion of the shares of Stock and to deliver all or part of the sale proceeds to the Company and/or its Affiliates in payment
of the amount necessary to satisfy the Withholding Taxes obligation; (iv) withholding shares of Stock from the shares of Stock issued
or otherwise issuable to you in connection with the Option with an aggregate Fair Market Value (measured as of the date of exercise) equal
to the amount of such Withholding Taxes; provided, that to the extent necessary to qualify for an exemption from application of Section 16(b) of
the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Committee; or (v) such
other arrangements as are satisfactory to the Committee.


 


(b)            You
may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you
may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation to issue
a certificate for such shares of Stock or release such shares of Stock from any escrow provided for herein, if applicable, unless such
obligations are satisfied.


 


(c)            In
the event the Company’s obligation to withhold arises prior to the delivery to you of shares of Stock or it is determined after
the delivery of shares of Stock to you that the amount of the Company’s withholding obligations was greater than the amount withheld
by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.


 






    3


     


    

 


13.            Tax
Consequences. You hereby agree that the Company does not have a duty to design or administer
the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company,
or any of its officers, directors, employees or Affiliates, related to tax liabilities arising from your Option or your other compensation.
In particular, you acknowledge that this Option is exempt from Section 409A of the Code only if the exercise price per share specified
in the Grant Notice is at least equal to the “fair market value” per share of the Stock on the Date of Grant, and there is
no other impermissible deferral of compensation associated with the Option.


 


14.            Notices.
Any notices provided for in your Option or the Plan will be given in writing (including electronically) and will be deemed effectively
given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion,
decide to deliver any documents related to participation in the Plan and this Option by electronic means or to request your consent to
participate in the Plan by electronic means. By accepting this Option, you consent to receive such documents by electronic delivery and
to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated
by the Company.


 


15.            Governing
Plan Document. Your Option is subject to all the provisions of the Plan, the provisions of which
are hereby made a part of your Option, and is further subject to all interpretations, amendments, rules and regulations which may
from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your Option and
those of the Plan, the provisions of the Plan will control. This Agreement shall be governed by
and construed in accordance with the laws of the State of delaware. Any dispute, controversy or claim between YOU and the Company arising
out of or related to this Agreement shall be resolved by arbitration in accordance with THE PROVISIONS RELATING TO ARBITRATION
SET FORTH IN THe PLAN.


 


16.            Clawback/Recoupment
Policy. Your Option (and any compensation paid or shares issued under your Option) is subject
to recoupment in accordance with The Dodd Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder,
any other clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law.


 


17.            Other
Documents. You hereby acknowledge receipt of and
the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which
includes the Plan prospectus.


 


18.            Effect
On Other Employee Benefit Plans. The value of this Option will not be included as compensation,
earnings, salaries or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company
or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify or terminate
any of the Company’s or any Affiliate’s employee benefit plans.


 






    4


     


    

 


19.            Voting
Rights. You will not have voting or any other rights
as a stockholder of the Company with respect to the shares to be issued pursuant to this Option until such shares are issued to you. Upon
such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Option, and no
action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between
you and the Company or any other person.


 


20.            Severability.
If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness
or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of
this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will
give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.


 


21.            Data
Privacy. You explicitly and unambiguously consent to the collection, use and transfer, in electronic
or other form, of personal data as described in Section 20(g) of the Plan (such Section 20(g) of the Plan is incorporated
herein by reference and made a part hereof) by and among, as applicable, the Company, its Affiliates, third-party administrator(s) and
other possible recipients for the exclusive purpose of implementing, administering and managing the Plan and Awards and your participation
in the Plan. You acknowledge, understand and agree that Data may be transferred to third parties, which will assist the Company with the
implementation, administration and management of the Plan.


 


22.            Miscellaneous.


 


(a)            The
rights and obligations of the Company under your Option will be transferable to any one or more persons or entities, and all covenants
and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.


 


(b)            You
agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Option.


 


(c)            You
acknowledge and agree that you have reviewed your Option in its entirety, have had an opportunity to obtain the advice of counsel prior
to executing and accepting your Option and fully understand all provisions of your Option.


 


(d)            This
Agreement will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.


 


(e)            All
obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence of
such successor is the result of a direct or indirect purchase, merger, consolidation or other acquisition of all or substantially all
of the business and/or assets of the Company.


 


*        *        *


 






    5


     


    

 


This Agreement will be deemed to be signed by you
upon the signing by you of the Stock Option Grant Notice to which it is attached.


 






    6


     


    

 


Attachment
II


 


Vesting
Schedule


 


		1.	412⁄3% of the shares of Stock subject to the Award
shall be subject to vesting pursuant to this Section 1 (the “Time-Vesting Award”). Provided that you have not
incurred a Termination prior to the relevant vesting date, (i) 25% of the Time-Vesting Award will vest on the first anniversary of
the Vesting Commencement Date, and (ii) an additional 6.25% of the Time-Vesting Award will vest at the end of each three (3)-month
period thereafter, such that the Time-Vesting Award is fully vested on the fourth anniversary of the Vesting Commencement Date. Notwithstanding
anything to the contrary in the foregoing, 100% of any unvested portion of the Time-Vesting Award will accelerate upon the consummation
of a Change in Control, provided that you have not incurred a Termination prior to such Change in Control. For purposes hereof, the “Vesting
Commencement Date” is the date on which you commenced employment with InnovAge.



 


		2.	412⁄3% of the shares of Stock subject to the Award
shall be subject to vesting pursuant to this Section 2 (the “Performance-Vesting Award”). Provided that you have
not incurred a Termination prior to the vesting date, 100% of the Performance-Vesting Award will vest on the first date as of which the
volume-weighted average price of a share of Stock (the “VWAP”) over the ninety (90)-consecutive trading day period
ending on such date (the “VWAP Measurement Period”) equals or exceeds $15.00 per share.



 


		3.	162⁄3% of the shares of Stock subject to the Award
shall be subject to vesting pursuant to this Section 3 (the “Super Performance-Vesting Award”). Provided that
you have not incurred a Termination prior to the vesting date, 100% of the Super Performance-Vesting Award will vest on the first date
as of which the VWAP over the VWAP Measurement Period equals or exceeds $21.00 per share.



 






    


     


    

 


Exhibit B


  


RSU Agreement


 


[See attached.]


 






    B-1


     


    

 


EXECUTION
VERSION


 



INNOVAGE HOLDING CORP.

Restricted Stock Unit Notice

(2021 omnibus INCENTIVE PLAN)


 


InnovAge Holding Corp. (the “Company”),
pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of Restricted
Stock Units for the number of shares of Stock set forth below (the “Award”). The Award is subject to all of
the terms and conditions as set forth in this Restricted Stock Unit Notice (this “Grant Notice”) and in the
RSU Agreement (attached hereto as Attachment I) and the Plan, both of which are incorporated herein in their entirety. Capitalized terms
not otherwise defined herein but defined in the Plan or the RSU Agreement will have the same meaning as in the Plan or the RSU Agreement.
If there is any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan
will control. For the avoidance of doubt, if you do not commence employment with InnovAge on December 1, 2021, the Award will
be forfeited and you will have no rights hereunder.


 


	Name of Participant:	Patrick
Blair
	Date of Grant:	November 10, 2021
	Vesting Commencement Date:	Date on which Participant commenced employment with Total Community Options, Inc., d/b/a InnovAge
	Number of Shares of Stock Subject to the Award:	443,599



 


		Vesting Schedule:	1. 412⁄3% of the shares of Stock subject to the Award shall
be subject to vesting pursuant to this Section 1 (the “Time-Vesting Award”). Provided that you have not incurred
a Termination prior to the relevant vesting date, (i) 25% of the Time-Vesting Award will vest on the first anniversary of the Vesting
Commencement Date, and (ii) an additional 6.25% of the Time-Vesting Award will vest at the end of each three (3)-month period thereafter,
such that the Time-Vesting Award is fully vested on the fourth anniversary of the Vesting Commencement Date. Notwithstanding anything
to the contrary in the foregoing, 100% of any unvested portion of the Time-Vesting Award will accelerate upon the consummation of a Change
in Control, provided that you have not incurred a Termination prior to such Change in Control.



 


2. 412⁄3% of the shares of Stock
subject to the Award shall be subject to vesting pursuant to this Section 2 (the “Performance-Vesting Award”).
Provided that you have not incurred a Termination prior to the vesting date, 100% of the Performance-Vesting Award will vest on the first
date as of which the volume-weighted average price of a share of Stock (the “VWAP”) over the ninety (90)-consecutive
trading day period ending on such date (the “VWAP Measurement Period”) equals or exceeds $15.00 per share.


 






    


     


    

 


3. 162⁄3% of the shares of Stock
subject to the Award shall be subject to vesting pursuant to this Section 3 (the “Super Performance-Vesting Award”).
Provided that you have not incurred a Termination prior to the vesting date, 100% of the Super Performance-Vesting Award will vest on
the first date as of which the VWAP over the VWAP Measurement Period equals or exceeds $21.00 per share.


 


		Issuance Schedule:	Subject to any adjustment as provided in Section 10(a) of
the Plan, one share of Stock will be issued for each Restricted Stock Unit that vests, with the time of issuance set forth in Section ‎6
of the RSU Agreement.



 


Additional Terms/Acknowledgements: Participant
acknowledges receipt of, and understands and agrees to, this Grant Notice, the RSU Agreement and the Plan. Participant acknowledges and
agrees that this Grant Notice and the RSU Agreement may not be modified, amended or revised except as provided in the Plan. Participant
further acknowledges that, as of the Date of Grant, this Grant Notice, the RSU Agreement and the Plan set forth the entire agreement and
understanding between Participant and the Company regarding the acquisition of Stock pursuant to the Award specified above and supersede
all prior oral and written agreements, promises and/or representations on that subject, with the exception of (i) Awards previously
granted and delivered to the Participant, and (ii)  any compensation recovery policy that is adopted by the Company or is otherwise
required by applicable law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate
in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the
Company.


 





	InnovAge Holding Corp.	 	Participant:
	 	 	 
	By:	 	 	 
	Signature	 	Signature
	 	 	 
	Title:	               	 	Date:	                  
	 	 	 	 	 
	 	 	 	 
	Date:	 	 	 
	 	 	 	 


 


Attachments:
RSU Agreement


 






    -2-


     


    

 


Attachment
I


 


INNOVAGE HOLDING CORP.

2021 omnibus INCENTIVE PLAN


 


RSU
Agreement


 


Pursuant to the Restricted
Stock Unit Grant Notice (the “Grant Notice”) and this RSU Agreement (this “Agreement”), InnovAge
Holding Corp. (the “Company”) has granted you an Award of Restricted Stock Units under its 2021 Omnibus Incentive
Plan (the “Plan”), with respect to the number of shares of Stock indicated in the Grant Notice. Capitalized
terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same meaning as in the Plan.


 


If
there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. The details of your
Award of Restricted Stock Units (this or your “Award”), in addition to those set forth in the Grant Notice and
the Plan, are as follows:


 


1.            Grant
of the Award. This Award represents the right to be issued on a future date one (1) share
of Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section ‎3
below) as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by or on
behalf of the Company for your benefit (the “Account”) the number of shares of Stock subject to the Award. This
Award was granted in consideration of your services to the Company.


 


2.            Vesting.
Subject to the limitations contained herein, your Award will vest as provided in your Grant Notice. Vesting
will cease upon your Termination. Upon your Termination, the Restricted Stock Units credited to the Account that were not vested on the
date of such Termination will be forfeited at no cost to the Company, and you will have no further right, title or interest in or to such
underlying shares of Stock.


 


3.            Number
of Shares. The number of shares of Stock subject to your Award may be adjusted from time to time
for capitalization adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes
subject to the Award pursuant to this Section ‎3, if any, shall be subject, in a manner determined by the Committee, to
the same forfeiture restrictions, restrictions on transferability and time and manner of delivery as applicable to the other Restricted
Stock Units covered by your Award. Notwithstanding the provisions of this Section ‎3, no fractional shares or rights for
fractional shares of Stock shall be created pursuant to this Section ‎3. Any fraction of a share will be rounded down
to the nearest whole share.


 


4.            Securities
Law Compliance. You may not be issued any shares of Stock under your Award unless the shares
of Stock underlying the Restricted Stock Units are then registered under the Securities Act or, if not registered, the Company has determined
that such issuance of the shares would be exempt from the registration requirements of the Securities Act. The issuance of shares of Stock
must also comply with all other applicable laws and regulations governing the Award and the Company’s policies, and you shall not
receive such Stock if the Company determines that such receipt would not be in material compliance with such laws, regulations or Company
policies, if applicable.


 






    


     


    

 


5.            Transfer
Restrictions. Prior to the time that shares of Stock have been delivered to you, you may not
transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except that, upon receiving
written permission from the Committee or its duly authorized designee, you may, by delivering written notice to the Company, in a form
approved by the Company, designate a third party who, on your death, will thereafter be entitled to receive the shares issuable in respect
of your Award, and in the absence of such a designation, your executor or administrator of your estate will be entitled to receive any
Stock or other consideration that vested but was not issued before your death. For example, you may not use shares that may be issued
in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery
to you of shares in respect of your vested Restricted Stock Units.


 


6.            Date
of Issuance.


 


a.            The
issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and
will be construed and administered in such a manner. The Company shall issue to you one (1) share of Stock for each Restricted Stock
Unit that vests, if any, as soon as practicable following the applicable vesting date(s) (subject to any adjustment under Section ‎3
above) and in any event within thirty (30) days following the vesting date.


 


b.            The
form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.


 


7.            Dividends.
You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend
or other distribution that does not result from the adjustment provided in Section 10(a) of the Plan.


 


8.            Restrictive
Legends. The shares of Stock issued under your Award shall be endorsed with appropriate legends,
if applicable, as determined by the Company.


 


9.            Award
Not a Service Contract. This Agreement is not an employment or service contract, and nothing
in this Agreement will be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the
Company or an Affiliate, or of the Company or an Affiliate to continue your employment or service.


 






    


     


    

 


10.            Withholding
Obligations.


 


a.            On
or before the time you receive a distribution of the shares of Stock underlying your Award, and at any other time as reasonably requested
by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the shares of Stock issuable
to you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign
tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding Taxes”).
Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation
relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise
payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter
into a “same day sale” commitment, whereby Withholding Taxes may be satisfied with a portion of the shares of Stock to be
delivered in connection with your Restricted Stock Units by delivery of an irrevocable direction to a securities broker (on a form prescribed
by the Committee) to sell a portion of the shares of Stock and to deliver all or part of the sale proceeds to the Company and/or its Affiliates
in payment of the amount necessary to satisfy the Withholding Taxes obligation; (iv) withholding shares of Stock from the shares
of Stock issued or otherwise issuable to you in connection with the Award with an aggregate Fair Market Value (measured as of the date
shares of Stock are issued to pursuant to Section ‎6) equal to the amount of such Withholding Taxes; provided,
that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable,
such share withholding procedure will be subject to the express prior approval of the Committee; or (v) such other arrangements as
are satisfactory to the Committee.


 


b.            Unless
the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver to
you any shares of Stock.


 


c.            In
the event the Company’s obligation to withhold arises prior to the delivery to you of shares of Stock or it is determined after
the delivery of shares of Stock to you that the amount of the Company’s withholding obligations was greater than the amount withheld
by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.


 


11.            Tax
Consequences. You hereby agree that the Company does not have a duty to design or administer
the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company,
or any of its officers, directors, employees or Affiliates, related to tax liabilities arising from your Award or your other compensation.


 


12.            Notices.
Any notices provided for in your Award or the Plan will be given in writing (including electronically) and will be deemed effectively
given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion,
decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to
participate in the Plan by electronic means. By accepting this Award, you consent to receive such documents by electronic delivery and
to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated
by the Company.


 


13.            Unsecured
Obligation. Your Award is unfunded, and as a holder of a vested Award, you shall be considered
a general, unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property
pursuant to this Agreement.


 






    


     


    

 


14.            Governing
Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which
are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may
from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your Award and those
of the Plan, the provisions of the Plan will control. This Agreement shall be governed by and
construed in accordance with the laws of the State of delaware. Any dispute, controversy or claim between YOU and the Company arising
out of or related to this Agreement shall be resolved by arbitration in accordance with THE PROVISIONS RELATING TO ARBITRATION
SET FORTH IN THe PLAN.


 


15.            Clawback/Recoupment
Policy.  Your Award (and
any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd-Frank Wall Street Reform
and Consumer Protection Act and any implementing regulations thereunder, any other clawback policy adopted by the Company and any compensation
recovery policy otherwise required by applicable law.


 


16.            Other
Documents. You hereby acknowledge receipt of and
the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which
includes the Plan prospectus.


 


17.            Effect
on Other Employee Benefit Plans. The value of this
Award will not be included as compensation, earnings, salaries or other similar terms used when calculating your benefits under any employee
benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves
its rights to amend, modify or terminate any of the Company’s or any Affiliate’s employee benefit plans.


 


18.            Voting
Rights. You will not have voting or any other rights
as a stockholder of the Company with respect to the shares of Stock to be issued pursuant to this Award until such shares are issued to
you. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Award,
and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship
between you and the Company or any other person.


 


19.            Severability.
If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be
unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be
unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible,
be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible
while remaining lawful and valid.


 


20.            Data
Privacy. You explicitly and unambiguously consent to the collection, use and transfer, in electronic
or other form, of personal data as described in Section 20(g) of the Plan (such Section 20(g) of the Plan is incorporated
herein by reference and made a part hereof) by and among, as applicable, the Company, its Affiliates, third-party administrator(s) and
other possible recipients for the exclusive purpose of implementing, administering and managing the Plan and Awards and your participation
in the Plan. You acknowledge, understand and agree that Data may be transferred to third parties, which will assist the Company with the
implementation, administration and management of the Plan.


 






    


     


    

 


21.            Miscellaneous.


 


a.            The
rights and obligations of the Company under your Award will be transferable to any one or more persons or entities, and all covenants
and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns.


 


b.            You
agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to
carry out the purposes or intent of your Award.


 


c.            You
acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior
to executing and accepting your Award and fully understand all provisions of your Award.


 


d.            This
Agreement will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.


 


e.            All
obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence of
such successor is the result of a direct or indirect purchase, merger, consolidation or other acquisition of all or substantially all
of the business and/or assets of the Company.


 


*        *        *


 


This RSU Agreement will be
deemed to be signed by you upon the signing by you of the Restricted Stock Unit Grant Notice to which it is attached.


 






    


     


    

 


Exhibit C


 


Release of Claims


 


Reference is hereby made to
that certain Employment Agreement, effective as of December 1, 2021, by and between Total Community Options, Inc., d/b/a InnovAge,
a Colorado corporation (and any successor entity thereto, the “Company”), and Patrick Blair (“Executive”)
(such agreement, the “Employment Agreement”). Capitalized terms used but not otherwise defined herein shall have the
meaning set forth in the Employment Agreement.


 


This release of claims (this
 “General Release”) is entered into by Executive in exchange for good and valuable consideration, and Executive, intended
to be legally bound, agrees as follows:


 


		1.	Separation of Employment. Executive’s employment or service with the Company and its Affiliates
terminated as of [DATE], and Executive hereby resigns from any position Executive
may hold as an officer, member of the board of managers or directors (as applicable) or fiduciary of the Company or any of its Affiliates
(or reaffirms any such resignation that may have already occurred) and agrees to execute any additional documentation as may be necessary
to effectuate such resignations.



 


		2.	Acknowledgment of Payments and Benefits. Executive understands that the Severance Benefits under
Section 5[(d)][(e)] of the Employment Agreement represent, in part, consideration for signing this General Release and are not salary,
wages or benefits to which Executive was already entitled. Executive understands and agrees that Executive will not receive the Severance
Benefits specified in Section 5[(d)][(e)] of the Employment Agreement unless Executive timely executes, and does not revoke, this
General Release within the time period permitted hereafter. Such Severance Benefits will not be considered compensation for purposes of
any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its Affiliates. In signing
this General Release, Executive also acknowledges and represents that, except as set forth in this General Release and except for
Final Compensation due under the Employment Agreement, Executive is not entitled to receive any additional compensation, bonuses, equity
compensation, payment in lieu of any paid time off, equity awards, severance payments or other payments or benefits of any kind from the
Company or any of the other Released Parties (as defined below), including, without limitation, any payments of any kind under the Employment
Agreement.



 


		3.	Release. Executive, on behalf of Executive and Executive’s heirs beneficiaries,
                                                           administrators, executors, trustees and assigns, shall, and hereby does, forever and irrevocably release and discharge the Company
                                                           and its subsidiaries and Affiliates, and each of their respective past, present and future shareholders, directors, officers,
                                                           employee benefit plans, administrators, trustees, agents, representatives, employees, consultants, parents, subsidiaries, divisions,
                                                           insurers, attorneys, predecessors, purchasers, successors and assigns, and all those connected with any of them, in their official
                                                           and individual capacities (each, a “Released Party” and, collectively, the “Released
                                                           Parties”), from any and all claims, suits, controversies, actions, causes of action, cross-claims, counterclaims,
demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’
fees or liabilities of any nature whatsoever, in law and in equity, both past and present and whether known or unknown, suspected, unsuspected
or claimed (collectively, “Claims”), which Executive or any of Executive’s beneficiaries, administrators, executors,
trustees and assigns may have from the beginning of time through the date upon which Executive executes this General Release (a) arising
out of, or relating to, any agreement and/or any awards, policies, plans, programs, procedures or practices of any of the Released Parties
that may apply to Executive or in which Executive may participate or may have participated, including, but not limited to, any rights
under bonus plans or programs of any of the Released Parties and/or any other short-term or long-term equity-based or cash-based incentive
plans or incentive programs of any of the Released Parties; (b) arising out of, or relating to, Executive’s termination of
employment with any of the Released Parties; and/or (c) arising out of, or relating to, Executive’s employment with any Released
Party or Executive’s status as an employee, member, officer or director of any of the Released Parties, including, without limitation,
any Claims or violations (i) arising under any federal, state or local civil or human rights law, including, but not limited to,
the Age Discrimination in Employment Act as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Civil Rights Act of 1991, the Americans With Disabilities Act, the Family
and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Genetic Information Nondiscrimination
Act of 2008, and the Worker Adjustment and Retraining Notification Act, as all such laws have been amended from time to time and including
all of their respective implementing regulations, and/or any other federal, state, foreign or local labor law, wage and hour law, worker
safety law or employee relations or fair employment practices law, or public policy, contract or tort, or under common law; (ii) for
wrongful discharge, breach of contract, infliction of emotional distress or defamation; or (iii) for costs, fees or other expenses,
including attorneys’ fees, incurred in these matters.



 






    C-1 


     


    

 


		4.	Limitations. Nothing in Section 3 shall release or impair (a) any Claim or right that
may arise after the date Executive executes this General Release; (b) any vested benefits under the Company’s benefit plans;
(c) any Claim or right Executive may have for indemnification under the Employment Agreement or the Company’s D&O policy,
by-laws, certificate of incorporation, other governing documents or applicable law; or (d) any Claim which by law cannot be waived.
Nothing in this General Release is intended to prohibit or restrict Executive’s right to file a charge with or participate in a
charge by the Equal Employment Opportunity Commission, or any other local, state or federal administrative body or government agency;
provided, that, to the extent permitted by applicable law, Executive hereby waives the right to recover any monetary damages
or other relief against any Released Parties; provided, however, that nothing in this General Release shall prohibit Executive from receiving
any monetary award to which Employee becomes entitled pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act.



 


		5.	Later Discovered Claims. Executive understands that Executive may later discover Claims or facts
that may be different from, or in addition to, those which Executive now knows or believes to exist with regards to the
subject matter of this General Release and which, if known at the time of executing this General Release, may have materially affected
this General Release or Executive’s decision to enter into it. Executive hereby waives any right or Claim that might arise as a
result of such different or additional Claims or facts.



 


		6.	No Assignment. Executive represents that Executive has made no assignment or transfer of any right
or Claim covered by this General Release, and that Executive further agrees that Executive is not aware of any such right or Claim covered
by this General Release.



 






    C-2 


     


    

 


		7.	No Impact on Whistleblowing Rights. Executive understands that nothing contained in this General
Release shall be construed to limit, restrict or in any other way affect Executive’s right to communicate with any governmental
agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress and any
agency Inspector General, or make other disclosures under the whistleblower provisions of federal law or regulation.



 


		8.	Third Party Beneficiary. The Released Parties are intended to be third-party beneficiaries of this
General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights
granted to such Released Parties hereunder.



 


		9.	No Admission of Liability. Executive agrees that neither this General Release, nor the furnishing
of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released
Party or Executive of any improper or unlawful conduct. Rather, this General Release expresses the intention of the parties to resolve
all issues and other Claims related to or arising out of the Executive’s employment by and termination of employment with the Company.



 


		10.	Subsequent Breach. Notwithstanding anything in this General Release to the contrary, this General
Release shall not relinquish, diminish or in any way affect any rights or Claims arising out of any breach by Employer of the Employment
Agreement after the date hereof, which are not subject to this General Release.



 


		11.	Severability. Whenever possible, each provision of this General Release shall be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision or its validity and enforceability in any other jurisdiction, but this General Release shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.



 


		12.	Continuing Obligations. Executive acknowledges that Executive will continue to be bound by Executive’s
obligations under the Employment Agreement that survive the termination of Executive’s employment by the terms thereof or by necessary
implication, including, without limitation, the restrictive covenant obligations set forth in Sections 7, 8 and 9 of the Employment
Agreement (all of the foregoing obligations, the “Continuing Obligations”). Executive further acknowledge that the
obligation of the Company to make payments to Executive or on Executive’s behalf
under Section 5[(d)][(e)] of the Employment Agreement, and Executive’s right to retain the same, are expressly conditioned
upon Executive’s continued performance of Executive’s obligations hereunder and with respect to the Continuing Obligations.



 






    C-3 


     


    

 


		13.	Confidentiality; Non-Disparagement. Subject to Section 7 of this General Release, Executive
agrees that Executive will not disclose this General Release or any of its terms or provisions, directly or by implication, except to
members of Executive’s immediate family and to Executive’s legal and tax advisors, and then only on condition that they agree
not to further disclose this General Release or any of its terms or provisions to others. Subject to Section 7 of this General
Release, Executive agrees that Executive will never disparage or criticize the Company, its Affiliates, their business, their management
or their products or services, and that Executive will not otherwise do or say anything that could disrupt the good morale of employees
of the Company or any of its Affiliates or harm the interests or reputation of the Company or any of its Affiliates. The Company has directed
the senior officers and directors of the Company and its Affiliates not to make or cause to be made any statements that disparage or criticize
Executive or Executive’s reputation.



 


		14.	No Cooperation with Non-Governmental Third Parties. Executive agrees that, to the maximum extent
permitted by law, Executive shall not knowingly encourage, counsel or assist any non-governmental attorneys or their clients in the presentation
or prosecution of any disputes, differences, grievances, claims, charges or complaints by any non-governmental third party against any
of the Released Parties.



 


		15.	Consultation; Voluntary Agreement. Executive acknowledges that the Company has advised Executive
of Executive’s right to consult with an attorney prior to executing this General Release. Executive has carefully read and fully
understands all of the provisions of this General Release. Executive is entering into this General Release knowingly, freely and voluntarily,
in exchange for good and valuable consideration to which Executive would not be entitled in the absence of executing and not revoking
this General Release.



 


		16.	Consideration and Revocation Period. Executive acknowledges that Executive has [twenty-one (21)]/[forty-five
(45)] calendar days to consider this General Release (the “Consideration Period”). Executive agrees that changes to
this General Release, whether material or immaterial, will not restart the Consideration Period. Executive understands that Executive
may, at Executive’s own election, execute this General Release before the expiration of the Consideration Period; provided,
however, that Executive may not execute this General Release prior to Executive’s final day of employment with the Company.
Executive has seven (7) calendar days after the date on which Executive executes this General Release to revoke Executive’s
consent to the General Release. Such revocation must be in writing and must be made to [●] at [●] via [●]. Notice of
such revocation must be received within the seven (7) calendar days referenced above. In the event of such revocation by Executive,
this General Release will be null and void, and Executive will have no entitlement to the Severance Benefits set forth in 5[(d)][(e)]
of the Employment Agreement. Provided that Executive does not revoke Executive’s execution of this General Release within such seven
(7) day period, this General Release shall become effective on the
eighth (8th) calendar day after the date on which Executive initially executes it.



 


		17.	Survival; Incorporation by Reference. Executive acknowledges that Sections 7 through 24 of the
Employment Agreement shall survive Executive’s execution of this General Release. Section 24 of the Employment Agreement is
incorporated herein by reference and shall apply hereto mutatis mutandis.



 






    C-4 


     


    

 


BY SIGNING THIS GENERAL RELEASE,
EXECUTIVE REPRESENTS AND AGREES THAT:


 


		1.	EXECUTIVE HAS READ IT CAREFULLY;



 


		2.	EXECUTIVE UNDERSTANDS ALL OF ITS TERMS AND KNOWS THAT EXECUTIVE IS GIVING UP IMPORTANT RIGHTS, INCLUDING,
BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED; TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
AS AMENDED; THE EQUAL PAY ACT OF 1963; THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED;



 


		3.	EXECUTIVE VOLUNTARILY CONSENTS TO EVERYTHING IN IT;



 


		4.	EXECUTIVE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND EXECUTIVE HAS DONE SO,
OR, AFTER CAREFUL READING AND CONSIDERATION, EXECUTIVE HAS CHOSEN NOT TO DO SO OF EXECUTIVE’S OWN VOLITION;



 


		5.	EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE MAY NOT SIGN THIS GENERAL RELEASE BEFORE THE DATE EXECUTIVE’S
EMPLOYMENT WITH THE COMPANY TERMINATES;



 


		6.	EXECUTIVE HAS BEEN GIVEN ALL TIME PERIODS REQUIRED BY LAW TO CONSIDER THIS GENERAL RELEASE (INCLUDING,
BUT NOT LIMITED TO, THE TIME PERIODS REQUIRED UNDER THE AGE DISCRIMINATION AND EMPLOYMENT ACT, AS AMENDED) SINCE THE DATE OF EXECUTIVE’S
RECEIPT OF THIS GENERAL RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON [DATE] TO
CONSIDER ITS TERMS AND TO CONSULT WITH AN ATTORNEY, IF EXECUTIVE WISHED TO DO SO, OR TO CONSULT WITH ANY OF THE OTHER PERSONS DESCRIBED
IN SECTION 3 OF THIS GENERAL RELEASE;



 


		7.	EXECUTIVE HAS SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY, WITH A FULL UNDERSTANDING OF ITS
TERMS AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE EXECUTIVE WITH RESPECT TO IT;



 


		8.	EXECUTIVE HAS NOT RELIED ON ANY PROMISES OR REPRESENTATIVES, EXPRESS OR IMPLIED, THAT ARE NOT SET FORTH
EXPRESSLY IN THIS GENERAL RELEASE; AND



 


		9.	EXECUTIVE AGREES THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED
OR MODIFIED, EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND EXECUTIVE.



 


	DATE:	 	 	 
	 	 	 	Patrick Blair




 






    C-5