Exhibit 10.13


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (this “Agreement”) is made as of this October 28, 2019 by and between Specialists
on Call, Inc., d/b/a SOC Telemed (“SOC”), a Delaware corporation with offices located at 1768 Business Center
Drive, Suite 100, Reston, VA 20190, and Robert Jason Hallock, (“Employee”), a current resident of [****].


 


RECITALS


 


WHEREAS,
Employee is willing to be employed by the Company and the Company is willing to employ him on the terms, covenants, and conditions
hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the employment of Employee by SOC, the compensation paid to Employee, and the mutual promises
contained herein, the Company and Employee agree as follows:


 


AGREEMENT


 


		1.	DUTIES.
                                         Employee will be employed in the position of Chief Medical Officer (CMO) of SOC commencing
                                         on December 2, 2019 (the “Effective Date”), the responsibilities
                                         of which position include development of the strategic plan to manage the physician practice,
                                         establishing plans, budgets, and results measures to review progress towards organizational
                                         objectives as well as other activities as are typically entrusted to a Chief Medical
                                         Officer. Oversees medical quality and compliance programs to ensure patient safety and
                                         quality of care guidelines are met by all physicians in the practice. Employee agrees
                                         to faithfully and diligently perform his assigned duties, as well as such other duties
                                         as the Chief Executive Officer (the “CEO”) may designate from time
                                         to time. Employee will at all times report to, and his activities will at all times be
                                         subject to the direction and control of the CEO. Employee will use his best efforts on
                                         behalf of the Company and will abide by all lawful policies and decisions made by the
                                         Company, as well as all applicable federal, state and local laws, regulations and ordinances.
                                         Employee will act in the best interests of the Company at all times. Employee will devote
                                         his best attention, skill, energy and efforts to the performance of such duties, and
                                         will reasonably cooperate with the Company in the advancement of the best interests of
                                         the Company.



 


		2.	PLACE
                                         OF EMPLOYMENT. Employee will perform his services under this Agreement primarily
                                         at the Company’s office in Reston, Virginia.



 


		3.	COMPENSATION
                                         & BENEFITS.



 


		a.	Base
                                         Salary. SOC shall pay Employee an annual salary of $320,000 (the “Base Salary”),
                                         less applicable payroll deductions and tax withholdings, payable on the Company’s
                                         normal payroll schedule. Employee is eligible to receive increases in Base Salary from
                                         time to time as determined by, and in the sole discretion of, the Board or the Board’s
                                         Compensation Committee. The Employee shall be eligible to participate in the Company
                                         performance review process and annual merit increase per the Company’s prevailing
                                         policy and Board approval.



 



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		b.	Annual
                                         Target Cash Incentive Bonus. Employee will be eligible to earn, on an annual basis,
                                         a cash incentive award with a target amount of 40% of his Base Salary, based on achievement
                                         of pre-set performance objectives, which may include bookings, gross profit margins,
                                         recognized revenue, annual EBITDA and/or other operational criteria as set by the Board
                                         an annually (each, a “Bonus”). For calendar year 2020 the bonus will
                                         be guaranteed to at least 80% of the target as long as the Employee is meeting performance
                                         expectations. In the event of a sale or other change in control of the Company, Employee
                                         will be eligible for incentives offered per the terms of the sale or other change in
                                         control.



 


		c.	Stock
                                         Option Award. Employee shall be eligible to receive an option to purchase shares
                                         of SOC’s common stock, under the terms of SOC’s 2014 Equity Incentive Plan
                                         (the “Plan”) in accordance with the separate grant agreement.



 


		d.	Health
                                         and Welfare Benefits. Employee is eligible to participate, on the same general basis
                                         and subject to the same rules and regulations as other Company executive employees, in
                                         the Company’s standard benefit plans as such benefits or plans may be established,
                                         amended or terminated from time to time. This includes the standard short- and long-term
                                         company paid disability plans per the Company’ s current benefits plan.



 


		e.	Professional
                                         Liability Insurance. The CMO position is considered a Director and Officer of the
                                         company and is therefore a covered position under the Company’s Director and Officer
                                         Professional Liability Insurance policy.



 


		f.	Paid
                                         Time Off. Employee shall be entitled to enjoy up to four (4) weeks of paid time
                                         off in any calendar year of employment, which may be used for both vacation and sick
                                         time. Paid time off for vacation will be taken by Employee at such times and intervals
                                         as will be agreed to by the Company and Employee in good faith. Unused paid time off
                                         does not carry over to the following year as per SOC PTO policy. At the end of employee’s
                                         employment PTO will be paid to the employee up to a maximum of 80 hours or the amount
                                         required by law at his last rate of pay. Eligible PTO is equal to the hours earned minus
                                         any PTO taken prior to termination per the Company’s prevailing policy.



 


		g.	Continuing
                                         Medical Education/Experience. Employee shall be entitled to 40 hours of paid
                                         time off for the express purposes of continuing his medical education or gaining practical
                                         clinical experience in order to maintain his medical licensure and/or experience.



 


		h.	Relocation.
                                         The Company will provide a one-time payment of $10,000 to assist in the relocation of
                                         the Employee on the first regular scheduled pay date after the Effective Date. After
                                         6 (six) months of continuous employment, the Company will issue another $10,000
                                         relocation payment as long as the employee remains in good standing. If the Employee
                                         voluntarily resigns or is terminated for Cause within 24 months of the effective
                                         date, Employee will be required to repay the entire relocation bonus of $20,000.



 



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		i.	Expense
                                         Reimbursement. Employee is authorized to incur ordinary and necessary business expenses
                                         in the course of his duties. Any reimbursements will be paid to Employee in accordance
                                         with the Company’s prevailing policy and practice relating to reimbursement as
                                         established or amended from time to time, but in no event more than sixty (60) days
                                         after the submission of such reimbursement request with all required substantiation and
                                         documentation of such expenses as required in the sentence below. Employee must provide
                                         substantiation and documentation of these expenses to the reasonable satisfaction of
                                         the Controller of the Company and consistent with those required of other executive officers
                                         of the Company, to receive reimbursement. Solely for clarity of compliance with Section 409A
                                         of the Internal Revenue Code (the “Code”), if any reimbursements payable
                                         to Employee are subject to the provisions of Section 409A of the Code, any such
                                         reimbursements will be paid no later than December 31 of the year following the
                                         year in which the expense was incurred, the amount of expenses reimbursed in one year
                                         will not affect the amount eligible for reimbursement in any subsequent year, and the
                                         right to reimbursement will not be subject to liquidation or exchange for another benefit.
                                         Eligible expenses shall also include reasonable CME fees, all initial licensing fees
                                         and the maintenance of all licenses requested by the Company for the duration of the
                                         Employee’s employment. The Company will also pay for all annual fees associated
                                         with the Employee to remain Board Certified in Emergency Medicine and be a member of
                                         and continue to have “Fellow Status” in the American College of Emergency
                                         Physicians.



 


		4.	DEFINITIONS.



 


		a.	“Cause”
                                         means (1) conviction of, or plea of guilty or no contest to, a felony; (2) the
                                         commission by Employee of a willful and harmful act of fraud, embezzlement, or misappropriation;
                                         (3) gross insubordination, which will is defined as willful and unreasonable refusal
                                         of Employee to follow the written directives of the CEO following written notice from
                                         the CEO and sixty (60) days in which to demonstrate adherence to such written directive;
                                         or (4) Employee’s material breach of any written agreement between Employee
                                         and the Company, including this Agreement or the Confidentiality Agreement (as defined
                                         below) and fails to cure such breach within thirty (30) days of receipt of written
                                         notice by Company of such breach. If, within ninety (90) days subsequent to Employee’s
                                         termination for any reason other than by the Company for Cause, the Company determines
                                         that Employee’s employment could have been terminated for Cause pursuant to clause (2)
                                         above, Employee’s employment will be deemed to have been terminated for Cause for
                                         all purposes, and Employee will be required to disgorge to the Company all amounts received
                                         pursuant to this Agreement or otherwise on account of such termination that would not
                                         have been payable to Employee had such termination been by the Company for Cause.



 


		b.	“Disability”
                                         means a physical or mental disability for a continuous period of not less than six (6) months
                                         in which Employee is unable to perform his duties under this Agreement.



 



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		c.	“Good
                                         Reason” means, without Employee’s written consent, (1) a material
                                         adverse reduction in Employee’s duties, responsibilities or authority; (2) a
                                         material reduction in Base Salary (which the parties agree is a reduction of at least
                                         ten percent (10%)); (3) the requirement that Employee’s primary work
                                         location is moved to a location that increases Employee’s current one-way commute
                                         to the Reston office by more than one hundred (100) miles, provided that any move
                                         by the Employee of his current residence will not trigger this provision; or (4) a
                                         material breach of this Agreement, the Plan or the Option Agreement by the Company or
                                         any successor.



 


To
terminate employment for Good Reason, Employee must (i) provide written notice to the CEO within sixty (60) days after
the first occurrence of the event giving rise to the utilized Good Reason setting forth the basis for resignation, (ii) allow
the Company at least thirty (30) days from receipt of such written notice to cure such event, and (iii) if such event
is not reasonably cured within such period, Employee must resign from all positions he then holds with the Company, effective
not later than ninety (90) days after the expiration of the cure period. Notwithstanding the foregoing, during Employee’s
employment with the Company (the “Term”), in the event that the CEO reasonably believes that Employee may have
engaged in conduct that could constitute Cause hereunder, the Board may, in its sole and absolute discretion, suspend Employee
from performing Employee’s duties hereunder for up to sixty (60) days, and in no event shall any such suspension constitute
an event pursuant to which Employee may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided,
that no such suspension shall alter the Company’s obligations under this Agreement during such period of suspension.


 


		d.	An
                                         “Involuntary Termination” is a Separation from Service caused by either
                                         (1) a termination by the Company (or any successor entity) without Cause (defined
                                         below) and other than due to death or Disability (defined above) or (2) a resignation
                                         for Good Reason (defined above).



 


		e.	“Separation
                                         from Service” is a “separation from service” (as defined under
                                         Treasury Regulations Section l.409A-1(h) and without regard to any alternative definition
                                         thereunder).



 


		5.	SOLE
                                         EMPLOYMENT. Employee agrees to be solely employed by the Company during the Term
                                         and that Employee will not serve as an employee of any type of any other company without
                                         the express written consent of the CEO. This does not apply to the Employee’s clinical
                                         work that he shall be allowed to continue to perform for up to 3 business days per
                                         month. Employee may work as many weekends and after hours shifts as long as it does not
                                         interfere with his CMO duties for the Company. Additional time away to perform clinical
                                         work must be discussed in advance and approved by the CEO. Approval will be granted,
                                         provided the time away does not interfere with the Employee’s roles and responsibilities
                                         the CMO of the Company.



 



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		6.	AT
                                         WILL EMPLOYMENT. Employee and Company acknowledge and agree that Employee’s
                                         employment with the Company is on an “at-will” basis, and in conjunction
                                         with the terms of Section 9 below, that either Employee or the Company may
                                         terminate Employee’s employment at any time and for any reason, with or without
                                         Cause. The Company requests that, in the event of resignation, Employee give the Company
                                         at least 4 weeks’ notice.



 


		7.	CONFIDENTIALITY,
                                         NON-SOLICITATION AND NON-COMPETITION. In consideration for the Company entering
                                         into this Agreement, Employee agrees that he will execute the Nondisclosure, Non-solicitation,
                                         Confidentiality and Developments Agreement (the “Confidentiality Agreement”),
                                         attached hereto as Exhibit A. The parties hereto acknowledge and agree that
                                         this Agreement and the Confidentiality Agreement shall be considered separate contracts,
                                         and the Confidentiality Agreement will survive the termination of this Agreement for
                                         any reason.



 


		8.	EMPLOYEE
                                         REPRESENTATIONS. Employee represents and warrants to the Company that—



 


		a.	Employee
                                         is entering into this Agreement voluntarily and that Employee’s employment hereunder
                                         and compliance with the terms and conditions hereof will not conflict with or result
                                         in the breach by Employee of any agreement to which Employee is a party or by which Employee
                                         may be bound;



 


		b.	Employee
                                         has not violated, and in connection with Employee’s employment with the Company
                                         will not violate, any non-solicitation, non-competition, or other similar covenant or
                                         agreement of a prior employer by which Employee is or may be bound; and



 


		c.	in
                                         connection with Employee’s employment with the Company, Employee will not use any
                                         confidential or proprietary information Employee may have obtained in connection with
                                         employment with any prior employer, except for the benefit of the Company.



 



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		9.	TERMINATION.
                                         On any termination of Employee’s employment, the Company will pay Employee for
                                         (i) all accrued but unpaid base salary, (ii) all accrued but unused paid time
                                         off, up to 80 hours per SOC Policy and as described in 3.e. above, and (iii) all
                                         timely submitted expense reimbursement requests in accordance with the Company’s
                                         expense reimbursement policy and the Company will comply with its obligations under any
                                         40l(k) retirement plan, health or life or disability insurance plan (collectively, the
                                         “Vested Rights”). Except as otherwise set forth in this Section 9,
                                         and except for the Vested Rights, Employee will have no rights to any compensatory payments
                                         or benefits of any kind from the Company or any successor thereto after the date on which
                                         his employment with Company terminates (the “Termination Date”). Upon
                                         any termination of Employee’s employment for any reason, except as may otherwise
                                         be requested by the Company in writing and agreed upon in writing by Employee, Employee
                                         shall resign from any and all directorships, committee memberships, and any other positions
                                         Employee holds with the Company or any other member of the Company Group.



 


		a.	Termination
                                         for Cause or Resignation that is Not for Good Reason. If the Company terminate s
                                         Employee’s employment for Cause, or if Employee resigns other than for circumstances
                                         that constitute Good Reason, Employee will immediately tender his resignation from the
                                         position of CMO. Employee will have no right to any future payments or benefits under
                                         this Agreement or otherwise (other than the Vested Rights) and the Company will have
                                         no obligation to make any such other future payments or provide any such future benefits
                                         for periods from and after the Termination Date.



 


		b.	Termination
                                         for Death or Disability. Employee’s employment will terminate immediately on
                                         his death. If Employee’s employment is terminated due to Employee’s death
                                         or Disability, then Employee (or his estate) shall (subject to clause (d) below)
                                         receive a cash lump-sum payment in an amount equal to the Bonus (if any) Employee would
                                         have earned in respect of the fiscal year in which the termination occurs (as determined
                                         by the Company at its sole discretion), based on the level at which the applicable performance
                                         objectives for such fiscal year are in fact attained, had Employee continued in the Company’s
                                         employ through the date such Bonus would have become due and payable, pro-rated based
                                         on the number of days served in that Bonus year, which amount shall be paid at the same
                                         time that annual bonuses are paid to other senior executives of the Company. Except as
                                         set forth in the immediately preceding sentence, if the Company or Employee decides to
                                         terminate Employee’s employment due to Disability, then, to the extent consistent
                                         with Federal and state law, Employee will have no right to any future payments or benefits
                                         under this Agreement or otherwise (other than the Vested Rights) and the Company will
                                         have no obligation to make any such other future payments or provide any such future
                                         benefits for periods from and after the Termination Date. A termination due to death
                                         or Disability is not an involuntary Termination for purposes of this Agreement.



 


		c.	Involuntary
                                         Termination. If at any time the Employee suffers an involuntary Termination, then
                                         subject to Employee’s obligations below, Employee shall (subject to clause (d)
                                         below) receive the following (collectively, the “Severance Benefits”):



 


		i.	Payment
                                         of Base Salary at the rate in effect on the effective date of Separation from Service,
                                         ignoring any decrease in Base Salary that forms the basis for Good Reason, for the six
                                         (6) month period following such Separation from Service, with such payment made
                                         during regular payroll pay dates during the severance period.



 


		ii.	Six
                                         (6) months COBRA coverage, provided the Employee submits proof of COBRA enrollment.
                                         If during the severance period, the Employee becomes eligible for other group health
                                         coverage, he must notify the Company and future COBRA payments will cease.



 



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		d.	Severance
                                         Obligations. Notwithstanding any provision herein to the contrary, the payment of
                                         any amount or provision of any benefit pursuant to this Section 9 (other
                                         than the Vested Rights) shall be conditioned upon the following: (l) Employee delivering
                                         to the Company an effective, irrevocable general release of claims in favor of the Company
                                         and any successor thereto, in substantially the form attached to this Agreement as Exhibit B
                                         (the “Release”) within thirty (30) days following Employee’s
                                         Separation from Service; (2) Employee’s continued compliance with the Confidentiality
                                         Agreement (including the one-year post-termination non-competition and one-year non-solicit
                                         clauses contained therein); and (3) compliance with all other post-termination obligations
                                         contained in this Agreement and the Confidentiality Agreement.



 


		e.	Effect
                                         of Termination. Upon the termination of this Agreement, for any reason, or upon the
                                         termination or end of Employee’s employment hereunder, for any reason, Employee
                                         shall: (i) immediately discontinue the use of any and all trade names, trademarks,
                                         trade secrets, copyrights, copyrighted materials, other intellectual property of the
                                         Company, and (ii) return all such materials.



 


		f.	Additional
                                         Payment Terms. Except as may be otherwise expressly provided to the contrary in this
                                         Agreement or by law, nothing in this Agreement will be construed as requiring Employee
                                         to be treated as employed by the Company following the Termination Date for purposes
                                         of any employee benefit plan or arrangement in which Employee may participate at such
                                         time. Upon any termination hereunder, any and all sums that Employee owes to the Company
                                         will be repaid before any post-termination payments are made to Employee pursuant to
                                         this Agreement, other than the Vested Rights.



 


		10.	RETURN
                                         OF PROPERTY. Upon termination of this Agreement, Employee shall deliver to the
                                         Company all property which is the Company’s property or in any way related to the
                                         Company’s business (including, but not limited to keys, records, notes, data, memoranda,
                                         model, and equipment) that is in Employee’s possession or under Employee’s
                                         control.



 


		11.	TAXES.
                                         The Company may withhold from any payments made under this Agreement all applicable taxes,
                                         including but not limited to income, employment, and social insurance taxes, as shall
                                         be required by law. Employee acknowledges and represents that the Company has not provided
                                         any tax advice to Employee in connection with this Agreement and that Employee has been
                                         advised by the Company to seek tax advice from Employee’s own tax advisors regarding
                                         this Agreement and payments that may be made to Employee pursuant to this Agreement,
                                         including specifically, the application of the psions of Section 409A of the Code
                                         to such payments.



 


		12.	SET
                                         OFF; MITIGATION. The Company’s obligation to pay Employee the amounts provided
                                         and to make the arrangements provided here under shall be subject to set-off, counterclaim,
                                         or recoupment of amounts owed by Employee to the Company or its affiliates; provided,
                                         however, that, to the extent any amount so subject to set-off, counterclaim, or
                                         recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment
                                         shall not modify the applicable payment date of any installment, and to the extent an
                                         obligation cannot be satisfied by reduction of a single installment payment, any portion
                                         not satisfied shall remain an outstanding obligation of Employee and shall be applied
                                         to the next installment only at such time the installment is otherwise payable pursuant
                                         to the specified payment schedule. Employee shall not be required to mitigate the amount
                                         of any payment or benefit provided pursuant to this Agreement by seeking other employment
                                         or otherwise, and the amount of any payment or benefit provided for pursuant to this
                                         Agreement shall not be reduced by any compensation earned as a result of Employee’s
                                         other employment or otherwise.



 



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		13.	WAIVER
                                         AND MODIFICATIONS. This Agreement may be modified, and the rights, remedies and
                                         obligations contained in any provision hereof may be waived, only in accordance with
                                         this Section 13. No waiver by either party of any breach by the other or
                                         any provision hereof will be deemed to be a waiver of any later or other breach thereof
                                         or as a waiver of any other provision of this Agreement. This Agreement may not be waived,
                                         changed, discharged or terminated orally or by any course of dealing between the parties,
                                         but only by an instrument in writing issued and signed by either of Employee or by the
                                         Board, the party against whom any waiver, change, discharge or termination is sought.
                                         No modification or waiver by the Company will be effective without the written consent
                                         of the Board at the time of such modification or waiver.



 


		14.	ASSIGNMENT.
                                         Employee acknowledges that the services to be rendered by him hereunder are unique and
                                         personal in nature. Accordingly, Employee may not assign any of his rights or delegate
                                         any of his duties or obligations under this Agreement. The rights and obligations of
                                         the Company under this Agreement may be assigned by the Company to an affiliate or an
                                         entity which shall succeed to or acquire substantially all of the business conducted
                                         by Company. Subject to the foregoing, this Agreement will inure to the benefit of, and
                                         will be binding upon, the successors and assigns of the Company.



 


		15.	ENTIRE
                                         AGREEMENT. This Agreement, including all exhibits hereto, constitute s the entire
                                         understanding of the parties and supersedes and cancels any and all previous agreements,
                                         representations or understandings, written or oral, made prior to the date hereof between
                                         Employee and the Company relating to the subject matter hereof and any other documents
                                         earlier presented to Employee.



 


		16.	SEVERABILITY.
                                         If any covenants or such other provisions of this Agreement are found to be invalid or
                                         unenforceable by a final determination of a court of competent jurisdiction, (a) the
                                         remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or
                                         unenforceable term or provision hereof shall be deemed replaced by a term or provision
                                         that is valid and enforceable and that comes closest to expressing the intention of the
                                         invalid or unenforceable term or provision hereof.



 


		17.	COUNTERPARTS.
                                         This Agreement may be executed in two or more counterparts, each of which will be deemed
                                         to be an original, but all of which together will constitute one and the same instrument.



 



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		18.	NOTICES.
                                         All notices and other communications hereunder will be in writing and will be given by
                                         hand delivery to the other party or by registered or certified mail, return receipt requested,
                                         postage prepaid, or by other form of deliver providing proof of delivery addressed as
                                         follows:



 


	If to Employee:	 	At the most recent address
    for Employee as reflected in the payroll records of the Company.
	 	 	 
	If to the Company:	 	SOC Telemed

    1768 Business Center Dr.

    Suite #100

    Reston, VA 20190


 


or
to such other address as either party will have furnished to the other in writing in accordance herewith, Notice and communications
will be effective when actually received by the addressee.


 


		19.	SECTION
                                         409A COMPLIANCE. It is intended that all of the benefits and payments under this
                                         Agreement satisfy, to the greatest extent possible, the exemptions from the application
                                         of Section 409A of the Code provided under Treasury Regulations 1.409A-1(b)(4),
                                         l.409A-1(b)(S) and l.409A-1(b)(9), and this Agreement will be construed to the greatest
                                         extent possible as consistent with those provisions. If not so exempt, this Agreement
                                         (and any definitions hereunder) will be construed in a manner that complies with Section 409A
                                         of the Code and incorporates by reference all required definitions and payment terms.
                                         For purposes of Section 409A of the Code (including, without limitation, for purposes
                                         of Treasury Regulation Section l.409A-2(b)(2)(iii)), the right to receive any installment
                                         payments under this Agreement (whether severance payments, reimbursements or otherwise)
                                         will be treated as a right to receive a series of separate payments and, accordingly,
                                         each installment payment hereunder will at all times be considered a separate and distinct
                                         payment. Notwithstanding the foregoing, to the extent that the Agreement or any payment
                                         or benefit under this Agreement or the plans referenced herein shall be deemed not to
                                         comply with Section 409A of the Code, then neither Company nor its respective designees
                                         or agents shall be liable to Employee or any other person for any actions, decisions
                                         or determinations made in good faith.



 


		20.	GOVERNING
                                         LAW. This Agreement, the employment relationship contemplated he rein and any
                                         claim arising from such relationship, whether or not arising under this Agreement, will
                                         be governed by and construed in accordance with the internal laws of the Commonwealth
                                         of Virginia, without giving effect to the principles of choice of law or conflicts of
                                         laws of such state and this Agreement will be deemed to be performable in the Commonwealth
                                         of Virginia. Any claims or legal actions by one party against the other arising out of
                                         the relationship between the parties contemplated herein (whether or not arising under
                                         this Agreement) may only be commenced and maintained in the state or federal courts located
                                         in the Commonwealth of Virginia, and Employee hereby submits to the jurisdiction and
                                         venue of any such court.



 


		21.	FORUM
                                         SELECTION. I hereby submit to the jurisdiction and venue of the state and federal
                                         courts located in the Commonwealth of Virginia and waive any objection to venue and/or
                                         claim of inconvenient forum.



 



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		22.	SECTION
                                         HEADINGS. This descriptive section headings herein have been inserted for convenience
                                         only and will not be deemed to define, limit, or otherwise affect the construction of
                                         any provision hereof.



 


		23.	CONFIDENTIALITY
                                         OF THIS AGREEMENT. Employee will not disclose the terms of this Agreement to
                                         any person or entity, except that Employee may disclose such information (i) that
                                         is required by subpoena or court order, (ii) to an attorney or tax or financial
                                         adviser to the extent necessary to obtain professional advice, or (iii) to the extent
                                         necessary to enforce this Agreement. In addition, Employee may disclose such information
                                         to members of Employee’s immediate family.



 


		24.	COMPLIANCE
                                         WITH OTHER COMPANY DOCUMENTS. In the event of any conflict between any term of
                                         this Agreement, including all exhibits attached hereto, and any such Company contract,
                                         policy, procedure, guideline or other publication, the terms of this Agreement and exhibits
                                         attached hereto will control.



 


		25.	LEGAL
                                         REPRESENTATION. The parties understand that this is a legally binding Agreement
                                         and acknowledge and agree that they have had a reasonable opportunity to consult with
                                         legal counsel of their choice prior to execution.



 


		26.	COUNTERPARTS/FACSIMILE
                                         AND/OR ELECTRONICALLY TRANSMITTED SIGNATURES. This Agreement may be executed
                                         in two or more counterparts, all of which taken together will constitute one instrument.
                                         A facsimile copy and/or electronically transmitted copy of a signature on this Agreement
                                         will be acceptable as and deemed to be an original signature.



 


		27.	SURVIVAL
                                         OF CERTAIN PROVISIONS. Provisions of this Agreement will survive any termination
                                         of employment if specifically provided herein or if required to accomplish the purposes
                                         of such provision.



 



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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written as an instrument under
seal.


 


	EMPLOYER	 	 
	 	 	 
	Specialists On Call, d/b/a SOC Telemed	 	 
	 	 	 
	By: 	/s/ Hammad Shah	 	Date:  11-4-2019
	Hammad Shah, CEO, SOC Telemed.	 	 
	 	 	 
	Robert Jason Hallock, MD	 	 
	 	 	 
	/s/
        Robert Jason Hallock	 	Date:  10/29/2019
	Signature	 	 


 

 


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