Exhibit 10.10 


 


2021 Director Time RSUs


 


RESTRICTED STOCK UNIT GRANT
NOTICE

UNDER

BRIGHT HEALTH GROUP, INC.

2021 OMNIBUS INCENTIVE PLAN


 


Bright Health Group, Inc. (the
 “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”),
hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are
subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously
provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety.
Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.


 


	Participant :	 [First Name] [Last Name]
	 	 
	Date of Grant:	[__]
	 	 
	Number of	 
	Restricted Stock Units:	 [Insert Number of Restricted Stock Units Granted]
	 	 
	Vesting Schedule:	 
	 	Subject to the Participant’s continued service with the Company on each applicable vesting date, 100% of the Restricted Stock Units
shall vest on the earliest of (i) the first anniversary of the Date of Grant, or, if earlier, the date which is the business day immediately
preceding the date of the annual meeting of the Company’s stockholders in [Insert year], (ii) Participant’s Termination due
to death or Disability or (iii) a Change in Control.




 


*      *      *


  






     


     


    

 


	BRIGHT HEALTH GROUP, INC.	 
	 	 
	 	 
	By:	 
	Title:	 




 






     


     


    

 


THE UNDERSIGNED PARTICIPANT
ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS
CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE,
THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.


 


		Participant1
	 	 	 



 


 









		1 	To the extent that the Company has established, either itself or through a third-party plan administrator,
the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereto.



  






     


     


    

 


RESTRICTED STOCK UNIT AGREEMENT

UNDER

BRIGHT HEALTH GROUP, INC.

2021 OMNIBUS INCENTIVE PLAN


 


Pursuant to the Restricted Stock
Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to
the terms of this Restricted Stock Unit Agreement (this “Restricted Stock Unit Agreement”) and Bright Health Group,
Inc. 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), Bright Health Group,
Inc. (the “Company”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have
the same meaning as set forth in the Plan.


 


1. Grant of Restricted
Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant
the number of Restricted Stock Units provided in the Grant Notice (with each Restricted Stock Unit representing an unfunded, unsecured
right to receive one share of Common Stock). The Company may make one or more additional grants of Restricted Stock Units to the Participant
under this Restricted Stock Unit Agreement by providing the Participant with a new Grant Notice, which may also include any terms and
conditions differing from this Restricted Stock Unit Agreement to the extent provided therein. The Company reserves all rights with respect
to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.


 


2. Vesting. Subject
to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest as provided in the Grant Notice.


 


3. Settlement of Restricted
Stock Units. Subject to any election by the Committee pursuant to Section 9(d)(ii) of the Plan, the Company will deliver to the
Participant, without charge, as soon as reasonably practicable (and, in any event, within two and one-half months) following the applicable
vesting date, one share of Common Stock for each Restricted Stock Unit (as adjusted under the Plan, as applicable) which becomes vested
hereunder and such vested Restricted Stock Unit shall be cancelled upon such delivery. The Company shall either (a) deliver, or cause
to be delivered, to the Participant a certificate or certificates therefor, registered in the Participant’s name or (b) cause such
shares of Common Stock to be credited to the Participant’s account at the third party plan administrator. Notwithstanding anything
in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common
Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions
of law and the requirements of any stock exchange on which the Company’s shares of Common Stock are listed for trading.


 


4. Treatment of Restricted
Stock Units Upon Termination. Except as otherwise provided in the Grant Notice or as otherwise may be provided by the Committee,
in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock Units
have vested, (A) all vesting with respect to such Participant’s Restricted Stock Units shall cease and (B) unvested Restricted Stock
Units shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination.


 


5. Conditions to
Issuance of Common Stock. The Company shall not be required to record the ownership by the Participant of shares of Common
Stock issued upon the settlement of vested Restricted Stock Units prior to fulfillment of all of the following conditions: (i) the
obtaining of approval or other clearance from any federal, state, local or non-U.S. governmental agency which the Committee shall,
in its reasonable and good faith discretion, determine to be necessary; (ii) the lapse of such reasonable period of time following
the settlement of the vested Restricted Stock Units as may otherwise be required by applicable law; and (iii) the execution and
delivery to the Company, to the extent not so previously executed and delivered, of such other documents and instruments as may be
reasonably required by the Committee.


 



     


     


    




 


6. Participant.
Whenever the word “Participant” is used in any provision of this Restricted Stock Unit Agreement under circumstances where
the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the Restricted
Stock Units may be transferred in accordance with Section 14(b) of the Plan, the word “Participant” shall be deemed to include
such person or persons.


 


7. Non-Transferability.
The Restricted Stock Units are not transferable by the Participant except to Permitted Transferees in accordance with Section 14(b) of
the Plan. Except as otherwise provided herein, no assignment or transfer of the Restricted Stock Units, or of the rights represented thereby,
whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein
whatsoever, but immediately upon such assignment or transfer the Restricted Stock Units shall terminate and become of no further effect.


 


[FOR IPO GRANTS AND GRANTS MADE WITHIN 180
DAYS FOLLOWING IPO: The Participant further hereby agrees that the Participant shall, without further action on the part of the Participant,
be bound by the provisions of the lock-up agreements executed by the executive officers of the Company to the same extent as if the Participant
had directly executed such lock-up agreement himself or herself. Such lock-up agreement will provide that the Participant shall not, subject
to certain customary exceptions, dispose of or hedge any shares of Common Stock or securities convertible into or exchangeable for shares
of Common Stock during the period from the date of the final prospectus relating to initial public offering of the Company and continuing
through the date one hundred eighty (180) days following the date of such prospectus, except with the prior consent of the representative(s)
of the underwriters.]


 


8. Rights as Shareholder.
The Participant or a Permitted Transferee of the Restricted Stock Units shall have no rights as a shareholder with respect to any share
of Common Stock underlying a Restricted Stock Unit unless and until the Participant shall have become the holder of record or the beneficial
owner of such share of Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such
share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the
beneficial owner thereof.


 


9. Tax Withholding.
The Participant may be required to pay to the Company and the Company shall have the right and is hereby authorized to withhold, any applicable
withholding taxes in respect of the Restricted Stock Units, their vesting or settlement or any payment or transfer with respect to the
Restricted Stock Units at the minimum applicable statutory rates, and to take such action as may be necessary in the opinion of the Committee
to satisfy all obligations for the payment of such withholding taxes. The Committee may, in its sole discretion, permit the Participant
to satisfy such withholding tax obligations, in whole or in part, by delivering shares of Common Stock, including shares of Common Stock
received upon settlement of Restricted Stock Units pursuant to this Restricted Stock Unit Agreement.


 


10. Notice.
Every notice or other communication relating to this Restricted Stock Unit Agreement between the Company and the Participant shall
be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be
designated by such party in a notice mailed or delivered to the other party as herein provided; provided, that, unless and
until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or
delivered to the Company at its principal executive office, to the attention of the Company’s Compensation Department, and all
notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the
Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above,
all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered,
transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the
Participant from time to time.


 






     


     


    

 


11. No Right to Continued
Service. This Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as an employee or other
service provider to the Company or any of its Subsidiaries.


 


12. Binding Effect.
This Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.


 


13. Waiver and Amendments.
Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this
Restricted Stock Unit Agreement shall be valid only if made in writing and signed by the parties hereto; provided, that any such
waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the
parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions
hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.


 


14. Clawback; Forfeiture.
Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental
Activity, then the Committee may, in its sole discretion, take actions permitted under the Plan, including: (a) canceling the Restricted
Stock Units, or (b) requiring that the Participant forfeit any gain realized on the disposition of any shares of Common Stock received
in settlement of any Restricted Stock Units, and repay such gain to the Company. In addition, if the Participant receives any amount in
excess of what the Participant should have received under the terms of this Restricted Stock Unit Agreement for any reason (including
without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant
shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock Units shall be
subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law. “Detrimental
Activity” means any, offset of the following: (i) unauthorized disclosure of any confidential or proprietary information of
any member of the Company Group; (ii) any activity that would be grounds to terminate the Participant’s employment or service with
the Company for Cause; (iii) a breach by the Participant of any restrictive covenant by which such Participant is bound, including, without
limitation, any covenant not to compete or not to hire or solicit, in any agreement with any member of the Company Group; or (iv) fraud,
gross negligence or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion.


 


15. Governing Law; Venue.
This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without
regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Unit Agreement, the
Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted
Stock Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts
of Houston, Texas.


 


16. Award Subject to
Plan. The Restricted Stock Units granted hereunder, and the shares of Common Stock issued to the Participant upon settlement
of vested Restricted Stock Units, are subject to the Plan and the terms of the Plan are hereby incorporated into this Restricted
Stock Unit Agreement. By accepting the Restricted Stock Units, the Participant acknowledges that the Participant has received and
read the Plan and agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Restricted Stock Unit
Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. In the event of a conflict
between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan
will govern and prevail. The provisions of this Restricted Stock Unit Agreement shall survive the termination of this Award to the
extent consistent with, or necessary to carry out, the purposes thereof.


 






     


     


    

 


17. Section 409A.
It is intended that the Restricted Stock Units granted hereunder shall be exempt from Section 409A of the Code pursuant to the “short-term
deferral” rule applicable to such section, as set forth in the regulations or other guidance published by the Internal Revenue Service
thereunder.


 


18. Imposition of Other
Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan,
on the Restricted Stock Units and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary
or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that
may be necessary to accomplish the foregoing.


 


19. Transmission Acknowledgement.
To the extent necessary, the Participant authorizes, agrees and unambiguously consents to the transmission by the Company or any other
member of the Company Group of any of the Participant’s personal data related to the Award for legitimate business purposes (including,
without limitation, the administration of the Plan). The Participant confirms and acknowledges that the Participant gives this authorization
and consent freely.


 


20. Electronic Delivery
and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation
in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
In the event that any information regarding the Restricted Stock Units provided to the Participant through the third-party stock plan
administrator’s web portal or otherwise conflicts with any of the terms and conditions of this Restricted Stock Unit Agreement or
the Plan (collectively, the “Restricted Stock Unit Governing Documents”), the Restricted Stock Unit Governing Documents
shall control.


 


21. Entire Agreement.
The Restricted Stock Unit Governing Documents constitute the entire agreement of the parties hereto in respect of the subject matter contained
herein and supersede all prior agreements and understandings of the parties, oral and written, with respect to such subject matter.