Exhibit 10.16


 


 


 





September 11, 2019


Simeon
Schindelman


45
E. 22nd Street, Apt. 23A 

New York, NY 10010


 


Dear
Simeon,


 


Welcome
and congratulations!


 


We
are so excited to offer you the opportunity to join our team and help us advance our mission! This offer is an expression of our
confidence in you, which is manifested in your attitude, potential, and demonstrated experience. We look forward to a satisfying
employment relationship and mutual commitment to living our values and delivering on better healthcare for our members.


 


This
letter contains the details of your employment, including salary and benefits, along with some legalese to make sure that we are
in agreement. Please don’t hesitate to follow up with any questions. We look forward to your response and the opportunity
to Make Healthcare Right. Together.


 


SUMMARY
OFFER (details below)


 


In
the role of Chief Executive Officer Bright Health Plan, you will be expected to fulfill the duties and responsibilities listed
in your job description. We will make sure to keep it updated and on file, working with you and your manager to ensure it reflects
your role.


 


Position
 – Chief Executive Officer Bright Health Plan


Manager
– Bob Sheehy and Mike Mikan


Annual
Salary – $300,000


Location
 – New York, NY


Bonus
Target - 50% of base salary, as described more fully below


Option
Grant: 550,000 shares


Vesting
Schedule - 1-year cliff from start date and then 1/48 monthly for remaining


Start
Date – September 16, 2019 


Employee Benefits - Full Participation 


Classification - Exempt


 


INITIAL
COMPENSATION


 


If
you accept this offer, you will receive $300,000 on an annualized basis. Your salary will be paid in accordance with the
Company’s normal payroll procedures.


 


You
will be eligible to receive an annual (calendar year) incentive bonus of up to 50% of your base salary based on evaluation
of your achievement of certain corporate and individual performance goals. To be eligible for a bonus, you must be employed prior
to September 1st of the bonus calendar year and also be employed on the date that the bonus is paid. Given the nature of your
role and the importance of your 2019 contributions, you will eligible for a discretionary bonus at the recommendation of the Office
of the CEO for calendar year 2019 based on all compensation paid to you during 2019 whether as a consultant or an employee.


 


Effective
January 1, 2020, your salary will be increased to $400,000 on an annualized basis and your annual (calendar year) target incentive
bonus will be set at 60% of your base salary.




     


     


    



 


 


BENEFITS


 


As
a fulltime employee of Bright Health, you are eligible to participate in our company-sponsored benefit plans. We offer the following
coverages, some paid in part by Bright Health: medical, dental, vision, flexible spending account, commuter and life & disability.
In addition, employees may enroll in our 401k plan following 90 days of employment. Our plan offers a 3% safe harbor contribution.
The Company may change these benefits from time to time. You are entitled to paid time off “PTO” according to our
current Company policies and subject to the approval of your immediate supervisor. Additionally, as travel is a significant component
of your role, the Company will permit you to use your discretion to purchase first class airfare when you deem it appropriate
and to make travel arrangements directly.


 


STOCK
OPTIONS


 


As
part of your offer, we are providing you with an opportunity to own equity in Bright Health and participate in the growth of the
Company. This comes in the form of Stock Options to purchase the Company’s Common Stock. We will recommend that our Board
of Directors grant to you a stock option of 550,000 shares. These will be available to you at an exercise price equal to
fair market value per share, as determined by the Board of Directors at the time of your grant.


 


These
options will vest over 4 years, and vesting will begin after 12 months of employment (your cliff date). After you vest in shares,
you will have earned the right to buy the number of shares that have vested. You will vest 25% of your options on your cliff date.
After that, you’ll vest at the rate of 1/48 of the total grant every month thereafter.


 


The
option will be subject to the terms and conditions of the Company’s 2016 Stock Incentive Plan and Standard Stock Option
Agreement.


 


EMPLOYMENT
RELATIONSHIP


 


This
offer of employment is contingent upon successful completion of your background and reference checks and your ability to provide
us with documents deemed acceptable by the USCIS (United States Citizenship & Immigration Services) to demonstrate your identity
and eligibility to work in the United States. Please call if you have any questions about what documents are acceptable to the
USCIS.


 


As
a condition of your employment, you are also required to sign and return to us - before your first day of employment -
and to comply with the terms of the Employee Confidentiality, Assignment of Inventions and Non- Competition Agreement (“Agreement”).
That Agreement requires, among other provisions, your assignment of rights to any invention made during your employment at the
Company, non-disclosure of Company proprietary information, and a restriction on certain aspects of your conduct during the one
year following termination of your employment.


 


We
also require that, if you have not already done so, you disclose to the Company any and all agreements relating to your
prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be
employed. As more fully described in the Agreement, we understand that any such agreements will not prevent you from
performing the duties of your position and you represent that such is the case. Similarly, you agree not to bring any
third-party confidential information to the Company, including that of your former employer, and that in performing your
duties for the Company you will not in any way utilize any such information. We recognize that you have some continuing
obligations to Brighton Health Plan Services Holdings Corp. and Brighton Health Group Holdings, LLC (“Brighton
Health”). The Company agrees to indemnify and hold you harmless in any action taken by Brighton Health related to your
post-employment obligations, exclusive of any reimbursement for any payment obligations of Bright Health to you that Brighton
Health may choose not to pay to you. With respect to such payment obligations, the Company acknowledges the receipt of such
payments are pre-existing the terms of your employment with the Company and thus do not cause you to derive an improper
personal benefit at the expense of the Company.





     


     


    


 

 


Finally,
although Bright Health strives to maintain long-term successful relationships with its employees, this offer of employment is
not for a definite period of time and will be at-will employment. You will be free to resign at any time, for any reason or for
no reason. Similarly, the Company will be free to conclude its employment relationship with you at any time, with or without cause
or notice, for any lawful reason. Your at-will employment status may not be modified other than in writing and signed by an authorized
officer of the Company.


 


CONCLUSION


 


This
letter and the enclosed Agreement set forth the initial terms of your employment with the Company, and supersede any prior representations
or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations,
whether written or oral. This letter, the enclosed Agreement, and your employment will be governed by the laws of Minnesota.


 


To
accept the Company’s offer, please sign and date this letter in the space provided below. We look forward to your favorable
reply and to working with you at Bright Health.


 


Very
truly yours,


  


Bob
Sheehy and Mike Mikan


 


Office of the CEO


 


Enclosures:


 


Employee
Confidentiality, Assignment of Inventions and Non-Competition Agreement


  


ACKNOWLEDGEMENT
AND ACCEPTANCE


 


By
signing below, I accept the offer to join Bright Health and the mission to Make Healthcare Right. Together!


 


I
acknowledge that I have read, understand, and agree to the above offer of employment letter, and the enclosed Employee Confidentiality,
Assignment of Inventions Agreement, Non-competition Agreement and successful completion of background check and references.


 





	Name:
    Simeon Schindelman	 


 


	Signature: 	/s/

    Simeon Schindelman 	 


 


	Date:	September 12, 2019