Exhibit 10.6


 


BRIGHT HEALTH MANAGEMENT
INC.


ANNUAL INCENTIVE PLAN


 


		SECTION I.	ESTABLISHMENT AND PURPOSE



 


Bright Health Management Inc. (the “Company”) hereby establishes
this Annual Incentive Plan (the “Plan”), effective January 1, 2020 through December 31, 2020. The Plan complements
the Company’s compensation philosophy by providing market-competitive incentive compensation designed to reward employees for Company
profitability, individual performance, and overall collaboration.


 


The incentive provided to a Participant under the Plan is termed an
 “Individual Incentive Award.” The Plan sets out the terms under which an Individual Incentive Award may be granted and payable
to a Participant.


 


		SECTION II.	DEFINITIONS



 


For purposes of the Plan, unless the context otherwise requires, the
following terms have the meanings set out below:


 


		2.1.	“Board” means the Board of Directors of the Company, as constituted from time to time.



 


		2.2.	“Business Leader” means the Company-designated
Business or Functional leader, or successor position, to whom the Participant reports, directly or indirectly.



 


		2.3.	“Cause” means the Participant’s dishonesty,
fraud, misappropriation of funds, theft, harassment, acts of violence, acts punishable by law, gross misconduct, misconduct as described
in the Bright Health Employee Handbook.



 


		2.4.	“Code” means the Internal Revenue Code of 1986,
as amended, and the Treasury Regulations or authoritative guidance promulgated thereunder, and any successor thereto.



 


		2.5.	“Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 6.1.



 


		2.6.	“Disabled” or “Disability,”
with respect to an employee, means that the employee is unable to engage in any substantial gainful activity by reason of medically determinable
physical or mental impairment that is expected to last for a continuous period of not less than 12 months.



 


		2.7.	“Executive Leader” means a member of the Executive
Leadership Team of the Company.



 


		2.8.	“Fiscal Year” means the Company’s fiscal
year, January 1st through December 31st.



 


		2.9.	“Incentive Award Payment Date” means the date that
the Incentive Award is paid. This date is after end of the Fiscal Year in which the Individual Incentive Award is granted, but no later
than the 15th day of March of that year.



 


		2.10.	“Individual Incentive Award” means the amount that
may be awarded to a Participant, as a lump sum cash award.



 


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		2.11.	“Participant,” with respect to an Individual Incentive
Award, means an employee to whom the Individual Incentive Award has been granted. In order to be granted an Individual Incentive Award
the employee must satisfy all of the eligibility requirements set out in Section III.



  


		2.12.	“Termination of Employment” means the voluntary or involuntary end of the employment relationship between a Participant
and the Company (and all related entities).



 


		SECTION III.	ELIGIBILITY



 


		3.1.	Eligibility Requirements. An employee must satisfy the following
requirements in order to be granted an Individual Incentive Award:



 


		(a)	Minimum Service. The employee must have been employed by the Company for at least two consecutive months ending on the last
day of the Fiscal Year in which the Individual Incentive Award is granted.



 


		(b)	Employment. To be eligible to be granted an Individual Incentive Award, the employee must have been employed by the Company
continuously until the Incentive Award Payment Date.



 


		(c)	Exception for Death or Disability. An employee who otherwise satisfies the eligibility requirements but fails to satisfy the
employment requirement solely due to the employee’s death or Disability and meets the eligibility requirements in Section 3.1
(a) will nevertheless be eligible to be granted an Individual Incentive Award.



 


		3.2.	Termination of Employment for Cause. Notwithstanding anything
in the Plan to the contrary, in no event will a Participant be entitled to receive any Individual Incentive Award if the Participant has
a termination of employment due to Cause.



 


		SECTION IV.	INDIVIDUAL INCENTIVE AWARDS



 


A participant’s Individual Incentive Award for a Fiscal Year,
if any, is completely discretionary based on individual, team and Company performance results, and are subject to the eligibility requirements
set forth in the Plan. Individual Incentive Awards are prorated for time employed during the Fiscal Year.


 


The Business Leader, with the approval of an Executive Leader and the
CEO, will determine the amount of the Individual Incentive Award, if any, granted to an employee for a Fiscal Year. Executive Leader Individual
Incentive Awards, including the CEO, will be approved by the Board of Directors.


 


		SECTION V.	PAYMENT OF AWARDS



 


		5.1	Time and Form of Payment



 


Individual Incentive Awards will be paid as lump sum cash awards
on the Incentive Award Payment Date.


 


		5.2	Death or Disability



 


If,
after the Fiscal Year but before the Incentive Award Payment Date, a Participant becomes Disabled or dies, the Participant’s
entire Individual Incentive Award will be paid on the Incentive Award Payment Date. Payment of an Award following a Participant’s
death shall be made to the Participant’s designated beneficiary, surviving spouse or estate.


 


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		SECTION VI.	ADMINISTRATION



 


		6.1	Administration by the Committee; Decisions Binding



 


The Plan will be interpreted and administered by the Committee,
which shall consist of at least two members appointed by the Board. The actions of the Committee will be final and binding on all persons,
including the Participants and any Beneficiary, and will be given the maximum deference permitted by law.


 


		6.2	Authority of the Committee



 


The Committee, in its sole discretion, will have the power,
subject to, and within the limitations of, the express provisions of the Plan to:


 


		(a)	Determine from time to time which employees of the Company will be designated as eligible to participate in the Plan and the terms
under which they will be entitled to participate;



 


		(b)	Establish, change and adjust, in its sole discretion, an eligible employee’s Individual Incentive Award; and



 


		(c)	Interpret all Plan provisions and decide all disputes concerning eligibility and payment under the Plan.



 


		6.3	Delegation by the Committee



 


The Committee may delegate its powers and responsibilities
under the Plan to one or more officers of the Company.


 


		SECTION VII.	GENERAL PROVISIONS



 


		7.1	Amendment and Termination of
the Plan



 


The Plan may be terminated, modified, amended, or changed at
any time for any reason by the Committee, provided however, that no payments under this Plan will be made except as may be allowable by
Section 409A of the Code and other applicable law.


 


		7.2	Funding



 


The Plan will be funded out of the Company’s general
assets. No provision of the Plan will require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor will the Company
maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered
fund for such purposes. No Participant or Beneficiary will have a right under the Plan other than as an unsecured general creditor of
the Company.


 


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		7.3	No Guarantee of Future Service



 


Selection of an employee to participate under the Plan will
not provide any guarantee or promise of continued employment with the Company (or any of its subsidiaries), and the Company (or any subsidiary
employing the employee) retains the right to terminate the employment of any employee at any time, with or without cause, for any reason
or no reason, except as may be restricted by law or contract.


 


		7.4	No Right to Award



 


The Plan does not create a contractual obligation on the part
of the Company to provide Individual Incentive Awards (except as specifically provided in the Plan) or other compensation. The grant or
payment of an Individual Incentive Award in any Fiscal Year does not imply any entitlement to such grant or payment for any subsequent
Fiscal Year.


 


		7.5	Tax Withholding/Social Charges



 


The Company has the power and the right to deduct or withhold
an amount sufficient to satisfy all Federal, state, local taxes (including social charges) that the Company reasonably determines is required
to be withheld with respect to any Individual Incentive Award made under the Plan.


 


		7.6	Compliance with Section 409A



 


Notwithstanding
anything in the Plan to the contrary, Individual Incentive Awards are intended to be exempt from the requirements of Section 409A
of the Code as “short term deferral,” and in the event that any Individual Incentive Award does not qualify for treatment
as an exempt short-term deferral, it is intended that such amount will be paid in a manner that satisfies the requirements of Section 409A
of the Code. The Plan and any Individual Incentive Award shall be construed and administered to give full effect to such intention. Notwithstanding
anything in the Plan to the contrary, the Company makes no guarantee of any tax result with respect to the payments hereunder, and each
Participant is fully responsible for all individual income and employment taxes owed upon any payment made to the Participant.


 


		7.7	No Assignment or Transfer



 


To the maximum extent permitted by law, a Participant’s
right or benefits under this Plan will not be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and
any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same will be void. No right or benefit hereunder will
in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit.


 


		7.8	Governing Law and Jurisdiction



 


The
Plan and each Individual Incentive Award made under and/or in accordance with the Plan, and all determinations made and actions taken
pursuant thereto, to the extent not otherwise governed by the Internal Revenue Code or other laws of the United States, shall be governed
by the laws of the State of Delaware and construed in accordance therewith without giving effect to any principles of conflicts of laws.
Any legal proceeding regarding controversies, disputes, and claims arising hereunder shall be submitted to the state courts located
in Hennepin County, State of Minnesota or the United States District Court for the District of Minnesota sitting in Hennepin County, State
of Minnesota.


 


		7.10	Successors and Assigns



 


The Plan will be binding upon and will inure to the benefit
of the Company and its successor(s) and assign(s).


 


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This Bright Health Management Inc. Annual Incentive Plan is adopted
by an authorized officer of the Company effective as of the 15 day of Oct., 2020.


 


	By:	/s/ Keith Nelsen	 
	 	 	 
	 	 	 
	Name:	Keith Nelsen	 
	 	 	 
	 	 	 
	Title:	General Counsel	 




 


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