Exhibit 10.17


 


 


 


September 20, 2019


 


Sam Srivastava


210 Silver Spring Road


Wilton, CT 06897


 


Dear Sam,


 


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 Operating Officer, 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 Operating Officer


Manager – Bob Sheehy and Mike Mikan 


Annual Salary – $300,000


Location – New York, NY


Bonus Target - 50% of base salary


Option Grant: 500,000 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.




     


     


    

 


 


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.


 


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 500,000
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, including severance payments during that one year as set forth in the Agreement.


 


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


 


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:
     Sam Srivastava	 


 


	Signature: 	/s/

     Sam Srivastava 	 


 


	Date:	9/20/19