Exhibit 10.12


 


Final Form


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Amended and
Restated Employment Agreement (this “Agreement”),
effective as of December 19, 2019, is between Bright Health Management, Inc., a Delaware corporation (together with its direct and indirect
parents and subsidiaries, the “Company”),
with its principal place of business at 219 North 2nd Street, Suite 401, Minneapolis, MN 55401, and George L. Mikan III, an
individual with his principal residence at 4901 Rolling Green Parkway, Edina, MN 55436 (the “Executive”).


 


A.       The
Executive is currently employed by the Company pursuant to that certain Employment Agreement, dated as of January 15, 2019 (as amended,
restated, supplemented or otherwise modified from time to time, the “Existing Agreement”).


 


B.       The
Executive and the Company wish to enter into this Agreement to amend and restate the Existing Agreement to modify the terms of the Executive’s
employment with the Company as set forth herein.


 


C.       The
Executive wishes to receive compensation from the Company for the Executive’s services, including
severance payments in accordance with Section 5 to which the Executive would not otherwise be entitled, and the Company wants reasonable
protection of its confidential business and technical information that has been acquired and is being developed by the Company at substantial
expense.


 


D.       The
Company wishes to obtain reasonable protection against unfair competition from the Executive following termination of employment and to
further protect against unfair use of its confidential business and technical information and the Executive is willing to grant the Company
the benefits of a covenant not-to-compete for these purposes, in exchange for severance payments in accordance with Section 5 to which
the Executive would not otherwise be entitled absent execution of this Agreement.


 


E.       The
Executive acknowledges and agrees that neither the Company’s tendering of this Agreement
nor this Agreement taking effect constitutes Succession Good Reason (as defined in the Existing Agreement).


 


Accordingly, the Company and the Executive, each
intending to be legally bound, agree as follows:


 


1.        Employment.
Subject to all of the terms and conditions of this Agreement, the Company agrees to employ the Executive as President, Chief Financial
Officer and a Member of the Office of the CEO of Bright Health, Inc. and any of its affiliates, as appropriate, and the Executive accepts
such employment; provided, that the Company and the Executive agree that that the Company will appoint the Executive as the Chief Executive
Officer of the Company (“CEO”) no later
than December 16, 2020. Executive will serve as Vice Chair of the Board of Directors of the Company (the “Board”)
while he holds these positions, subject to applicable Delaware law and the Company’s financing
agreements and corporate documents as entered into and amended from time to time. If Executive no longer holds such positions, his position
as a member of the Board will be subject to mutual reevaluation by the Company and Executive.


 






     


     


    

 


2.       Duties.
The Executive will devote substantially all of his business hours to, and, during such time, make the best use of his energy, knowledge
and training in advancing the Company’s interests. The Executive will diligently and conscientiously
perform such duties as are customarily associated with the Executive’s position from time
to time, and such other duties as are agreed upon between the Board and the Executive. The Executive will perform such duties within the
general guidelines to be determined by the Board. The Executive will report to the CEO, who will be responsible for evaluating his job
performance; provided, that following the Executive’s appointment as CEO, the Executive will
report directly to the Board. While the Executive is employed by the Company, the Executive will keep the Company informed of any other
business activities and will promptly stop any activity that might conflict with the Company’s
interests or adversely affect the performance of the Executive’s duties for the Company.
Notwithstanding anything to the contrary herein, the Executive may (i) continue to provide services to the entities set forth on Exhibit
A attached hereto and (ii) provide services to any other corporations or entities with the prior consent of the Board; provided that the
services that the Executive provides to any corporations or entities other than the Company shall not conflict or materially interfere
with the effective discharge of the Executive’s duties for the Company; or be competitive
with any products or services of the Company.


 


3.       Term.
This Agreement will remain in effect for the period beginning on the date hereof and ending as provided in Section 5 hereof (the “Employment
Period”).


 


4.        Compensation.


 


(a)       Salary.
The Company agrees to pay the Executive an annual base salary of $300,000 (the “Base Salary”),
in equal semi-monthly installments, and in arrears, in accordance with the standard payroll practices of the Company. The Board will review
the Base Salary on an annual basis, considering the Executive’s performance, salary benchmarks
for similar companies and the Company’s financial performance, and may increase, but not
decrease the Base Salary; provided, however, that the Board may decrease the Executive’s
Base Salary to the extent decreased in connection with, and proportionally with, across-the-board salary reductions based on the Company’s
financial performance similarly affecting all or substantially all management employees of the Company.


 


(b)       Bonus.
The Executive will be eligible to receive an annual bonus, with the amount of any bonus to be based upon the achievement of certain qualitative
and quantitative objectives approved by the Board. The Executive’s target annual bonus will
be 50% of the Executive’s Base Salary (“Target
Annual Bonus”) for the applicable calendar year; provided that the amount of the bonus, if
any, will be at the discretion of the Board. The bonus will be paid no later than March 15 of the following calendar year. The Board will
review the Target Annual Bonus on an annual basis, considering the Executive’s performance,
target bonus benchmarks for similar companies and the Company’s financial performance, and
may increase, but not decrease the Target Annual Bonus, except to the extent it is decreased in connection with, and proportionally with,
across-the-board reductions based on the Company’s financial performance similarly affecting
all or substantially all of the executive-level employees of the Company.


 






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(c)       Reimbursement
of Business Expenses. The Company agrees to reimburse the Executive for all reasonable out-of-pocket business expenses incurred by
the Executive on behalf of the Company, provided that the Executive properly accounts to the Company for all such expenses in accordance
with the rules and regulations of the Internal Revenue Service under the Internal Revenue Code of 1986, as amended (including, when the
context requires, all regulations, rulings and authoritative interpretations issued thereunder) (the “Code”),
and in accordance with the standard policies of the Company relating to reimbursement of business expenses. Without limiting the foregoing,
the Company shall reimburse the Executive up to $100,000.00 annually for the costs of the purchase of a life insurance policy of Executive’s
choosing (plus the amount of any incremental tax liabilities resulting from such reimbursement).


 


(d)       Benefits
and Vacation. The Executive will be entitled to participate in all benefit plans adopted by the Company to the extent that the terms
of such benefit plans permit the Executive to participate. The Executive will be entitled to paid time off and all legal holidays observed
by the Company, in each case, in accordance with the Company’s policies as in effect from
time-to-time.


 


(e)       Equity.
Pursuant to the Company’s 2016 Stock Incentive Plan (the “Plan”),
the Executive has previously received option grants, and subject to approval by the Board, may receive further option grants in the future
(collectively, the “Option Grants”).


 


(i)       Subject
to Sections 4(e)(ii), 5(b) and 5(c), the Option Grant shall vest in accordance with the applicable option grant agreements; provided,
that it is expected that any Option Grants awarded following the date hereof will vest on the following schedule, provided that the Executive
is providing services to the Company on each applicable vesting date: 25% on the first anniversary of the date of grant, and the remaining
75% in equal monthly installments over the next three years.


 






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(ii)      Notwithstanding
the foregoing or anything in the Plan or this Agreement, upon a Sale of the Company in which the consideration is cash or liquid
securities or the unvested shares subject to the Option Grants are not converted into securities of the acquirer or the
Company’s successor, as the case may be (the “Acquirer”)
on the same terms as shares of Bright Health Inc.’s common stock, if the Executive is
offered employment with the Acquirer on terms no less favorable to the Executive in the aggregate than the terms on which the
Executive is then-employed by the Company, then the unvested shares subject to the Option Grants shall be cancelled in connection
with such Sale of the Company and shall be converted into a contingent right to receive an amount in cash (the “Holdback
Amount”) equal to the proceeds that would otherwise be payable to the Executive in
respect of such unvested shares in connection with such Sale of the Company had such unvested shares become vested immediately prior
to such Sale of the Company and had been exercised and sold at the time of the Sale of the Company. The Holdback Amount shall not be
paid to the Executive at the closing of such Sale of the Company, but rather shall be withheld by the Acquirer at the closing of
such Sale of the Company and paid to the Executive on the earliest to occur of (a) the date that is the 12-month anniversary of the
closing of such Sale of the Company, (b) the date on which the Executive is terminated without Cause (as defined below) and (c) the
date on which the Executive resigns for Sale Good Reason (as defined below), so long as, in the case of this clause (c), such date
is at least six (6) months following the closing of such Sale of the Company; provided, further, that in the event that the
Executive resigns for any reason other than for Sale Good Reason or is terminated for Cause prior to the 12-month anniversary of the
closing of such Sale of the Company, the Executive’s right to receive the Holdback
Amount (or any portion thereof) shall be forfeited without any payment thereof. If the Executive is (y) terminated without Cause in
connection with a Sale of the Company or (z) not offered employment with the Acquirer in connection with a Sale of the Company on
terms no less favorable to the Executive in the aggregate than the terms on which the Executive is then-employed by the Company,
then in either case all unvested shares subject to the Option Grants shall automatically vest in full immediately prior to such Sale
of the Company. For purposes of this Agreement, “Sale Good Reason” means
the Executive’s voluntary termination of employment with the Company or the Acquirer
following the occurrence of any of the following without the Executive’s written
consent: (i) a material reduction or change in job duties, responsibilities or requirements inconsistent with the
Executive’s position, provided that a mere change in title following a Sale of the
Company shall not constitute Sale Good Reason, so long as the Executive is assigned to a position that is substantially equivalent
to the position held prior to the Sale of the Company in terms of job duties, responsibilities and requirements; (ii) a material
reduction in the Executive’s compensation; (iii) the Executive’s
refusal to relocate the principal place for performance of his duties to a location more than fifty (50) miles from the location at
which he performed his duties at the time of the Sale of the Company.


 


5.            Termination.


 


(a)       The
Employment Period and Executive’s employment will continue until the Executive’s
resignation, Disability or death or until terminated by the Company with or without Cause (as defined below). Except as otherwise provided
herein, any termination of Executive’s employment and the Employment Period by the Company
will be effective as specified in a written notice from the Company to the Executive. The Executive’s
employment with the Company will be “at-will.” This
means that either the Executive or the Company may terminate the Executive’s employment at
any time, with or without Cause, with or without notice, and for any reason or no reason.


 






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(b)       If
Executive’s employment is terminated by the Company without Cause or terminated by the
Executive for Succession Good Reason (as defined below), (i) the Company will pay the Executive an amount equal to two times the sum
of the (x) annual Base Salary and (y) Target Annual Bonus payment (the “Severance
Amount”) in effect as of the effective date of the termination (the “Termination
Date”), less all applicable withholdings and deductions, provided that the
Executive (1) complies in all material respects with the terms of this Agreement, including without limitation, the terms set forth
in Section 8 and (2) executes (and does not rescind) an agreement (in form and substance satisfactory to the Company and which is
provided to the Executive within 10 days of the Executive’s termination) releasing any and all
claims against the Company and related persons and entities (a “Release
Agreement”) within 45 days of receipt of the Release Agreement. In addition, if the
Executive is terminated without Cause, the number of unvested shares under the Option Grants as of the date of termination which
would have vested over the twelve (12) month period commencing on the date of termination (assuming continued employment throughout
such period) in accordance with the terms of the applicable grant agreements shall automatically vest in full. The payment of the
Severance Amount shall be in substantially equal installments in accordance with the Company’s
payroll practice over twelve (12) months commencing within sixty (60)-days after the Termination Date; provided, however,
that if the sixty (60)-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin
to be paid in the second calendar year by the last day of such sixty (60)-day period; provided, further, that the
initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Termination Date.
The Executive will not be entitled to any other salary, compensation or benefits after termination of the Employment Period, except
as specifically provided for in the Company’s employee benefit plans or as otherwise
expressly required by applicable law.


 


(c)       If
the Employment Period is terminated due to the Executive’s death or Disability, or under
any circumstance other than pursuant to Section 5(b), then the Executive will not be entitled to receive his Base Salary, any Bonus or
any employee benefits or bonuses, for any periods after the Termination Date, except as otherwise specifically provided for in the Company’s
employee benefit plans or as otherwise expressly required by applicable law. In the event that the Employment Period is terminated due
to the Executive’s death, then a number of unvested shares subject to the Option Grants shall
become vested as follows:


 


(i)       If,
at the time of the Executive’s death, fewer than one third (1/3) of the shares subject to
the Option Grants have vested, then such number of shares shall become vested in full automatically such that one third (1/3) of the shares
subject to the Option Grants shall be vested; and


 


(ii)       If,
at the time of the Executive’s death, one third (1/3) or more of the shares subject to the
Option Grants have vested, then the number of unvested shares under the Option Grants as of the date of the Executive’s
death which would have vested over the three (3) month period commencing on the date of the Executive’s
death (assuming continued employment throughout such period) in accordance with the terms of the applicable grant agreements shall automatically
vest in full.


 






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(d)       Except
as otherwise expressly provided herein, all of the Executive’s rights to salary,
bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination or
expiration of the Employment Period will cease upon such termination or expiration, other than those expressly required under
applicable law (such as COBRA). However, in connection with any termination of the Employment Agreement, the Executive will be
entitled to receive his Base Salary through the Termination Date, and any accrued but unused vacation under Section 4(d) and
unreimbursed business expenses that are reimbursable in accordance with Section 4(c). The Company may offset any amounts the
Executive owes it against any amounts it owes the Executive hereunder, provided, however, that in no event will any
payment under this Agreement that constitutes “deferred compensation” for
purposes of Code section 409A be subject to offset by any other amount unless otherwise permitted by Code section 409A.


 


(e)       For
purposes of this Agreement, “Cause” means
with respect to the Executive one or more of the following: (i) a material breach of this Agreement by the Executive and the Executive’s
failure to cure such breach within ten (10) business days following written notice by the Company; (ii) a breach of the Executive’s
duty of loyalty to the Company; (iii) the indictment or charging of the Executive of, or the plea by the Executive of nolo contendere
to, a felony or a misdemeanor involving moral turpitude or other willful act or omissions causing material harm to the standing and reputation
of the Company; (iv) the Executive’s repeated failure to perform in any material respect
his duties under this Agreement, and the Executive’s failure to cure such failures within
ten (10) business days following written notice by the Company; (v) theft, embezzlement, or willful misappropriation of funds or property
of the Company by the Executive; (vi) a material violation by the Executive of the Company’s
written employment policies, and the Executive’s failure to cure such violation within ten
(10) business days following written notice by the Company; or (vii) failure to cooperate with a bona fide internal investigation or an
investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction
or willful failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to
fail to cooperate or to produce documents or other materials in connection with such investigation. Notwithstanding the foregoing, the
Executive will not be deemed to have been terminated for Cause unless and until there has been delivered to Executive a written statement,
executed by the Chairman of the Board (after reasonable notice to the Executive and an opportunity for the Executive to be heard by the
Board), stating that in the good faith opinion of the Chairman of the Board the Executive was guilty of conduct constituting “Cause”
as set forth above and specifying the particulars thereof in reasonable detail.


 


(f)       For
purposes of this Agreement, “Disability” means
the Executive’s inability to perform the essential duties, responsibilities and functions
of his position with the Company for a period of ninety (90) consecutive days or for a total of one hundred eighty (180) days during any
12-month period as a result of any mental or physical illness, disability or incapacity even with reasonable accommodations for such illness,
disability or incapacity provided by the Company or if providing such accommodations would be unreasonable, all as determined by the Board
in good faith.


 






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(g)       For
purposes of this Agreement, “Succession Good Reason” means
the Executive’s voluntary termination of employment with the Company following December
16, 2020 (or such date which may be modified as mutually agreed by the Company and Executive), if the Executive shall not have been
named CEO on or prior to such date. A resignation will not be considered to have occurred for “Succession
Good Reason” unless the Executive gives the Company written notice of the condition
constituting grounds for “Succession Good Reason” within
30 days after the condition comes into existence, the Company fails to remedy the condition within 30 days after receiving such
written notice and the Executive resigns within 30 days after the end of the cure period.


 


(h)       In
the event that Executive: (i) is no longer employed by the Company such that Section 5(b) above applies, (ii) acquires Common Stock through
exercise of the Option Grant (the “Acquired Shares”)
and (iii) the Company has not had any public offering of the Company’s shares, then the Executive
shall have the right to exercise a put option (the “Put Option”)
to have the Company purchase all of Acquired Shares at the most recent price of the Company’s
Common Stock determined by the Board of Directors. The Executive shall make such election to exercise the Put Option within thirty (30)
days after exercise of the Option Grant. The Put Option shall be exercised by a written and dated notice (the “Written
Notice”) to the Company from the Executive demanding that the Company purchase the Acquired
Shares pursuant to the provisions of this Agreement. If the Put Option is exercised, the closing of the purchase and sale of the Acquired
Shares shall occur within sixty (60) business days of the date of the Written Notice. Notwithstanding the foregoing, the Put Option shall
terminate if, in the Company’s reasonable determination, the execution of the Put Option
will significantly negatively impact the Company’s financial standing or ability to pursue
it business (including any impact on capital requirements), or if the execution of the Put Option would be a violation of the terms of
the Company’s then-existing credit facilities.


 


6.       Inventions.


 


(a)       Definition.
 “Inventions,” as used in this Section 6, means any inventions, discoveries, improvements and ideas (whether or not
they are in writing or reduced to practice) or works of authorship (whether or not they can be patented or copyrighted) that the Executive
makes, authors, or conceives (either alone or with others) and that both: (a) result from any work
the Executive performs for the Company; and (b) relate in any way to the Company’s
businesses, products or services, past, present, anticipated or under development. Notwithstanding anything to the contrary herein, the
Executive may continue to provide services to the entities set forth on Exhibit A attached hereto and the provisions of this Section 6
shall not apply to any inventions, discoveries, improvements and ideas or works of authorship that the Executive makes, authors, or conceives
in connection with such services.


 


(b)       Ownership
of Inventions. The Executive agrees that all Inventions made by the Executive during or within six months after the term of this
Agreement will be the Company’s sole and exclusive property. The Executive will assign
(and the Executive hereby assigns) to the Company all of the Executive’s rights to the
Invention, any applications the Executive makes for patents or copyrights in any country, and any patents or copyrights granted to
the Executive in any country. The Executive represents that, except as previously disclosed to the Company in writing, as of the
date of this Agreement, the Executive does not have any rights under, and will not make any claim against the Company with
respect to, any inventions, discoveries, improvements, ideas or works of authorship which would be Inventions if made, conceived,
authored or acquired by the Executive during the term of this Agreement.


 






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(c)       Notice
to Executive. The requirements of Section 6(b) do not apply to any Invention (i) for which no equipment, supplies, facility or trade
secret information of the Company was used, (ii) which was developed entirely on the Executive’s
own time, (iii) which does not relate directly to the Company’s businesses or to the Company’s
actual or demonstrably anticipated research or development, and (iv) which does not result from any work the Executive performed for the
Company.


 


(d)       Works
Made for Hire. To the extent that any Invention qualifies as “work made for hire”
as defined in 17 U.S.C. § 101 (1976), as amended, such Invention will constitute “work
made for hire” and, as such, will be the exclusive property of the Company.


 


(e)       Survival.
The obligations of this Section 6 will survive the termination of this Agreement.


 


7.             Confidential
Information.


 


(a)       “Confidential
Information,” as used in this Section 7, means information that is not generally known
and that is proprietary to the Company or that the Company is obligated to treat as proprietary. Any information that the Executive reasonably
considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information
(whether the Executive or others originated it and regardless of how the Executive obtained it). Except as specifically authorized by
an authorized officer of the Company or by written Company policies, the Executive will not, either during or after the term of this Agreement,
use or disclose Confidential Information to any person who is not an employee of the Company, except as is necessary to perform his or
her duties under this Agreement. The Executive agrees that all Confidential Information will remain the sole property of the Company.
The Executive also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information.


 


(b)       Former
Employer Confidential Information. The Executive agrees that the Executive will not, during the term of this Agreement, improperly
use or disclose any proprietary information or trade secrets of any former employer of the Executive or other person or entity with which
the Executive has an agreement or duty to keep in confidence information acquired by the Executive, if any. The Executive also agrees
that the Executive will not bring onto the Company’s premises any unpublished document or
proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.


 






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(c)       Third
Party Confidential Information. The Executive recognizes that the Company have received and in the future will receive from
third parties their confidential or proprietary information subject to a duty on the Company’s
part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that,
during the term of this Agreement and thereafter, the Executive owes the Company and such third parties a duty to hold all such
confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it
except as necessary in carrying out the services for the Company consistent with the Company’s
agreement with such third party.


 


(d)       Return
of Materials. Upon termination of this Agreement, the Executive will promptly deliver to the Company all records and any compositions,
articles, devices, apparatus and other items that disclose, describe or embody Confidential Information or any Invention.


 


(e)       Survival.
The obligations of this Section 7 will survive the termination of this Agreement.


 


8.             Competitive
Activities.


 


(a)       Past
Activities. The Executive represents and warrants to the Company that the Executive is not currently subject to a non-competition,
confidentiality or other such agreement with a former employer which prohibits or restricts him from working for the Company or performing
the services contemplated by this Agreement. Further, the Executive represents and warrants to the Company that he has not brought any
proprietary information, customer lists, trade secrets, or any other property with him which belongs to any former employer. The Executive
further agrees and understands that any misrepresentation, including, but not limited to a misrepresentation that he is not subject to
a non-competition or other such agreement with a former employer which prohibits or restricts him from working for the Company, may result
in the termination of employment with the Company, regardless of when the Company discovers such misrepresentation. The Company acknowledges
that the Executive has provided the Company with copies of his (i) Separation and Release Agreement executed July 5, 2011; (ii) Additional
Separation and Release Agreement executed November 18, 2011; Settlement Agreement and Amendment to Separation and Release Agreement dated
March 12, 2014; Amendment to Settlement Agreement and Amended Separation and Release Agreement dated July 13, 2017; and letter from UnitedHealth
Group to Fidelity Investments dated January 2, 2019 stating that “he has met the requirements
of the Settlement Agreement and Amendment to Separation and Release Agreement with UnitedHealth Group dated March 12, 2014.”,
has reviewed such agreements and recognizes Executive’s continuing obligations with respect
to confidential information of third parties.


 






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(b)       Non-Compete.
The Executive agrees that, during the term of employment with the Company and for a period of one (1) year after employment with the Company
ends, the Executive will not alone, or in any capacity with another firm:


 


(i)       directly
or indirectly render services to, invest in or lend to any person, firm or corporation conducting business in North America in
connection with the research, development, manufacture, marketing, sale or promotion of any products or services that are
competitive with any products or services of the Company (whether commercially available or under development);


 


(ii)      (A)
disrupt, damage, impair, or interfere with the business of the Company whether by way of interfering with or disrupting the relationship
of the Company with its clients, customers, representatives, vendors or suppliers or (B) directly or indirectly call upon or solicit any
customer or supplier of the Company in violation of Section 8(b)(i) or induce, encourage or influence any customer or supplier to terminate
or otherwise modify adversely to the Company its business relationship with the Company other than as undertaken in the course of the
Executive’s employment with the Company consistent with the terms of this Agreement; or


 


(iii)     employ,
contract, affiliate, or create any relationship with (by soliciting or assisting anyone else in the solicitation of) any of the Company’s
current employees or any other person who had been employed by the Company within the twelve (12) months prior to the Executive’s
departure from the Company, on behalf of the Executive or any other entity, whether or not such entity competes with the Company.


 


(c)       Exceptions
to Non-Compete. The restrictions contained in Section 8(a) of this Agreement will not prevent the Executive from accepting employment
with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company,
as long as prior to accepting such employment the Company receives a written assurance from the Executive, satisfactory to the Company,
to the effect that the Executive will not render any services to, or have any ability to provide strategic direction or oversight to,
any division or business unit that competes, directly or indirectly, with the Company. During the restrictive period set forth in Section
8(a), the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer
with a copy of this Agreement. Nothing in this Section 8 will prevent Executive from beneficially owning an entirely passive interest
of less than 1% of the shares of any public company.


 


(d)       Cessation
of Business. Section 8(a) of this Agreement will cease to be applicable to any activity of the Executive from and after such time
as the Company (i) has ceased all business activities for a period of six (6) months or (ii) has made a decision through its Board not
to continue, or has ceased for a period of six (6) months, the business activities with which such activity of the Executive would be
competitive.


 


(e)       No
Additional Compensation. In the event that the Executive’s employment terminates for
any reason, no additional compensation will be paid for this non-competition obligation other than as set forth in this Agreement.


 


 (f)        Survival. The obligations of this Section 8 will survive the termination of this Agreement.




 






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9.             Deferred
Compensation.


 


(a)       The
intent of the parties is that payments and benefits under this Agreement are exempt from the requirements of Code section 409A because
they are short term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) or payments under a separation pay plan within the meaning of Treas.
Reg. Sec. 1.409A-1(b)(9) and this Agreement will be construed and administered in a manner consistent with such intent. To the extent
any payment or benefits are not exempt from the requirements of Code section 409A they will comply in form and operation with Code section
409A and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement will be
interpreted and administered in a manner to be in compliance therewith.


 


(b)       A
termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation
from service” within the meaning of Code section 409A and, for purposes of any such provision
of this Agreement, references to a “termination,” “termination
of employment,” “resignation” or like
terms will mean “separation from service.” The
parties acknowledge that in determining whether a separation from service has occurred, the rules of Treas. Reg. Sec. 1.409A-1(h)(5),
concerning “dual status” employee directors,
will apply.


 


(c)       Severance
payments are intended to constitute separate payments for purposes of Treas. Reg. Sec. 1.409A-2(b)(2), and to be subject to the distribution
requirements of Code section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Code section 409A(a)(2)(B)(i)
that payments due on account of a “separation from service” be
delayed until six months after such separation (or, if earlier, upon death) if Executive is a “specified
employee” within the meaning of the aforesaid Section of the Code at the time of such separation.


 


10.           Miscellaneous.


 


(a)       Exit
Interview. Upon termination of employment with the Company, the Executive agrees to participate in an exit interview with representatives
of the Company to discuss the Executive’s continuing obligations under this Agreement.


 


(b)       Conflicts
of Interest. The Executive agrees that he will not, directly or indirectly, transact business with the Company personally, or as an
agent, owner, partner or shareholder of any other entity; provided, however, that any such transaction may be entered into
if approved by the Board.


 


(c)       No
Adequate Remedy. The Executive understands that if the Executive fails to fulfill the Executive’s
obligations under Sections 6, 7 or 8 of this Agreement the damages to the Company would be very difficult to determine. Therefore,
in addition to any other rights or remedies available to the Company at law, in equity, or by statute, the Executive hereby consents
to the specific enforcement of Sections 6, 7 and 8 of this Agreement by the Company through an injunction or restraining
order issued by an appropriate court, without the requirement of posting a bond in connection therewith.


 






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(d)       Successors
and Assigns. This Agreement is binding on and inures to the benefit of the Company’s
successors and assigns, (all of which are included in the term the “Company” as it is used in this Agreement); provided,
however, that the Company may assign this Agreement only (i) to its affiliates or (ii) in connection with a merger, consolidation,
assignment, sale or other disposition of substantially all of its assets, stock or business.


 


(e)       Modification.
This Agreement may be modified or amended only by a written statement signed by both the Company and the Executive.


 


(f)       Governing
Law. This Agreement and the legal relations among the parties as to all matters, including, without limitation, matters of validity,
interpretation, construction, performance and remedies, will be governed by and construed exclusively in accordance with the internal
laws of the State of Minnesota (without regard to the conflict of laws principles of any jurisdiction). Any legal proceeding related to
this Agreement will be brought in an appropriate Minnesota court, and both the Company and the Executive hereby consent to the exclusive
jurisdiction of that court for this purpose.


 


(g)       Construction.
Wherever possible, each provision of this Agreement will be interpreted or construed (as applicable) so that it is valid under the applicable
law. If any provision of this Agreement is to any extent invalid under the applicable law, that provision will still be effective to the
extent it remains valid. The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be
valid in other jurisdictions. To the extent that the scope, time or geographical limitations contained in Section 8 are deemed or held
by a court of competent jurisdiction to be overbroad and/or unreasonable and therefore unenforceable, such court shall apply such provision
to the extent reasonable and not overbroad by modifying such provision to be limited in scope, time and/or geography to the maximum extent
reasonable and enforceable.


 


(h)         Waivers.
No failure or delay by either the Company or the Executive in exercising any right or remedy under this Agreement will waive any provision
of the Agreement. Nor will any single or partial exercise by either the Company or the Executive of any right or remedy under this Agreement
preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any
law or any related document.


 


(i)           Captions.
The headings in this Agreement are for convenience only and do not affect this Agreement’s
interpretation.


 


(j)           Entire
Agreement. With the exception of the terms and conditions in the standard documentation with respect to the Option Grants, this
Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writings and understandings between the
parties concerning the matters in this Agreement, including without limitation any policy or personnel manuals of the Company
and the Existing Agreement.


 






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(k)         Notices.
All notices and other communications required or permitted under this Agreement will be in writing and will be (i) hand delivered or sent
by registered or certified first class mail, postage prepaid, and will be effective upon delivery if hand delivered, or three (3) days
after mailing if mailed to the address stated at the beginning of this Agreement or (ii) delivered electronically to the email addresses
set forth on the signature pages hereto, and will be effective upon delivery. These addresses and email addresses may be changed at any
time by like notice.


 


(l)           Counterparts.
This Agreement may be executed in several counterparts, each of which will be deemed to be an original, but all of which together will
constitute one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement
to physically form one document. Execution and delivery of this Agreement by facsimile and/or .pdf transmission by electronic mail will
be legal, valid and binding execution and delivery for all purposes.


 


[Signature Page Follows]


 






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The Company and the Executive have duly executed this Agreement
as of the date set forth above.


 


	 	BRIGHT HEALTH MANAGEMENT, INC.
	 	 	 
	 	By:	/s/ Robert J. Sheehy
	 	Name:	Robert J. Sheehy
	 	Title:	CEO
	 	Email:	[redacted]
	 	 	 
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	/s/ George L. Mikan III
	 	George L. Mikan III
	 	Email:	[redacted]


 


[Signature Page to Amended and Restated Employment
Agreement]


 






    


     


    

 


EXHIBIT A


 


(List of Shot-Rock Entities)


 






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