EX-10.11





 Exhibit 10.11 

 
 



 
  
 May 12,
2021 
 Dear Heather: 
 I am pleased to confirm your offer of
employment at Everside Health. We look forward to your first day of work on June 14, 2021. You will be working as our Chief Financial Officer reporting to Chris Miller, CEO. The position will be remote based in the Chicago, IL area. The
following represents the terms and conditions in this regard: 
  

	 	•	 	 Your base salary for this position will be $400,000 per annum, less standard deductions and authorized
withholdings. 


  

	 	•	 	 In addition, you will be eligible to receive an annual performance bonus of 100% of your base pay. You will be
eligible for the full bonus potential for 2021 performance, with a bonus guarantee of a minimum of $150,000 for 2021. This is a discretionary bonus and payable in a manner consistent with our practices and procedures. 



 

	 	•	 	 You will receive a sign-on bonus $100,000 following your start date. If
your employment with Paladina terminates before 12 months, for cause or if you voluntarily resign, you will be asked to return a pro-rated portion of the bonus. 



Your position is exempt under the wage and hour laws. You will be paid bi-weekly pursuant to our normal payroll
practices. Your status will be that of a regular full-time benefit eligible teammate. Any further salary increases will be based upon Everside Health’s compensation program and your performance. 

Subject to approval by the Employer’s Board of Directors, Employee will receive an equity-based award which award will be structured as profits interests
in the Employer. Upon approval of the Board of Directors Employer shall award to Employee: 1,423,310.96 Value A Units, 837,241.74 Value B Units, 1,458,421.10 Value C Units, and 1,770,939.91 Value D Units, subject to the terms and conditions of the
separately provided Award Agreement. Subject to the terms and conditions of the Award Agreement twenty-five percent (25%) of each class of the Value Units granted to Employee herein shall vest on the first anniversary of your first date of
employment (the “Vesting Commencement Date” and “Issue Date”), with the remaining portion of each class of such Value Units vesting thereafter in thirty-six (36) substantially equal
monthly installments such that one-hundred percent (100%) of each class of the Value Units granted as of the Issue Date shall become fully vested on the fourth anniversary of the Vesting Commencement Date. For
the avoidance of doubt, the foregoing vesting schedule requires the continued employment of Employee by Employer through each applicable vesting date as a condition to the vesting of the applicable installment of the Value Units granted herein. 

You will be eligible to receive health and disability insurance benefits, as well as other related benefits, under the same terms and conditions generally
applicable to Everside Health teammates at the similar level of compensation and responsibility. You will be eligible to participate in Everside Health’s comprehensive health and disability insurance plans on the first of the month following
your date of hire. You will be receiving a summary of Everside Health’s benefits outlining your choices. 

  
  

1400 Wewatta Street, Suite 350 Denver, CO 80202














 



 
  

 It is understood and agreed that your employment will be at-will, and
either you or Everside Health may terminate the relationship at any time, for any or no reason, with or without notice. The terms of this letter, therefore, do not, and are not intended to, create an express or implied contract of employment. Your at-will employment relationship may only be modified by a written agreement, signed by an officer or director of Everside Health. However, in the event that your employment is terminated by Everside Health for
reasons other than for cause, you will be eligible to receive base salary continuation for six (6) months. Any salary continuation payments will be contingent on your agreement to the Everside Health standard release agreement, which includes a
full release of claims against Everside Health. 
 As a condition of employment, you will need to sign the
Non-competition, Non-solicitation and Confidentiality Agreement. 
 Please
note that this offer is contingent upon successful completion and receipt of pre-employment background check results before your first day of employment. You will be contacted by our Human Resources team to
complete the applicable paperwork. 
 If you accept the terms of this offer, please sign the letter below and return it to me as soon as possible. We look
forward to your first day of work and having you be a part of Everside Health’s efforts to revolutionize healthcare. If you have any questions, or if I may provide further information, please do not hesitate to contact me directly. 

Sincerely, 
 /s/ Allison Velez

 Allison Velez 

Chief People Officer 
 I accept
the position of Chief Financial Officer under the terms and conditions outlined above. 
  

					
			
	/s/ Heather Dixon	 		 	5/12/2021
	Heather Dixon	 		 	Date


  
  

1400 Wewatta Street, Suite 350 Denver, CO 80202