Exhibit 10.11


 





 


December 19, 2019


 


Dear Cathy,


 


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 Financial and Administrative Officer, Bright Health,
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 Financial and Administrative
Officer


Manager – Bob Sheehy and Mike Mikan


Annual Salary – $300,000.00


Location – Minneapolis, MN


Bonus Target - 50% of base salary


Option Grant: 1,050,000 shares


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


Start Date – January 6, 2020


Employee Benefits - Full Participation


Classification – Exempt


 


INITIAL COMPENSATION


 


If you accept this offer, you will
receive $300,000.00 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. The bonus will be prorated during your first year of employment and will be paid no later than March 15th each calendar
year. 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.


 


Effective January 1, 2020, your salary
will be increased to $450,000 on an annualized basis and your annual (calendar year) target incentive bonus will be set at 75% of your
base salary. This salary adjustment is subject to approval by the Company’s Board of Directors.


 



     


     


    




 





 


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 1,050,000 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. The option shall be granted under the Company’s
standard form option agreement with an amendment that provides for acceleration of all unvested options upon the occurrence of two events:
1) the sale of the Company and, 2) in connection with such sale of the Company, your termination without cause (or resignation for good
reason).


 


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 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,


 


	/s/ Bob Sheehy and Mike Mikan	 	 
	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 and Assignment of Inventions Agreement, Confidentiality Assignment
and Non-Competition and successful completion of background check and references.


 


	Name: Cathy Smith	 
	Signature:	/s/ Cathy Smith	 
	Date:	12/23/19