exhibit101






  1   US-DOCS\131055246.15   Exhibit 10.1  Employment Agreement      This Employment Agreement (the “Agreement”), entered into as of June 3, 2022, is made  by and between Vijay Kotte (the “Executive”), GoHealth, Inc., a Delaware corporation   (“GoHealth”), and GoHealth Holdings, LLC, a Delaware limited liability company (the  “Partnership” and, together with GoHealth and any of the Affiliates of GoHealth and the  Partnership as may employ the Executive from time to time, and any successor(s) thereto, the   “Company”).      RECITALS      WHEREAS, the Company desires to engage the Executive to perform services under the  terms hereof;      WHEREAS, the Executive desires to provide services to the Company on the terms herein  provided; and      WHEREAS, the Company and the Executive desire to have the Executive’s employment  begin on June 6, 2022 (the “Effective Date”).         AGREEMENT      NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable  consideration, including the respective covenants and agreements set forth below, the receipt and  sufficiency of which are hereby acknowledged, the parties hereto agree, effective as of the  Effective Date, as follows:     1.  Certain Definitions   (a) “Affiliate” shall mean, with respect to any Person, any other  Person directly   or indirectly controlling, controlled by, or under common control with, such Person where  “control” shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as  amended from time to time.    (b) “Agreement” shall have the meaning set forth in the  preamble hereto.   (c) “Annual Base Salary” shall have the meaning set forth in  Section 3(a).    





 






  2     (d) “Annual Bonus” shall have the meaning set forth in Section  3(b).   (e) “Board” shall mean the Board of Directors of GoHealth,  Inc., a Delaware   corporation.    (f) The Company shall have “Cause” to terminate the  Executive’s employment   hereunder upon:  (i)(A) the willful failure or refusal of the Executive to perform material  responsibilities set forth herein (including the Executive’s failure to devote time and attention to  his duties hereunder or failure to regularly attend Board or office meetings); (B) the Executive’s  willful failure to carry out, or comply with, in any material respect any lawful directive of the  Board; (C) dishonesty by the Executive to the Board with respect to any material matter; (D)  misappropriation of funds or property of the Company or any of its Affiliates by the Executive  other than the occasional, customary and de minimis use of Company property for personal  purposes; or (E) a breach by the Executive of this Agreement or other agreement with the Company  (including, without limitation, the Restrictive Covenants Agreement); provided, in the case of each  of the foregoing clauses (A)-(E), if the Board (excluding any Board member as to whom Cause is  alleged to have occurred) determines reasonably and in good faith that such act can reasonably be  cured, that the Company has provided 30 days’ prior written notice to the Executive of such  conduct and the Executive has failed to cure such conduct within such 30 day period in the manner  identified by the Board; (ii) the arrest or charging of the Executive for (A) any felony or (B) a  misdemeanor involving moral turpitude, deceit, dishonesty or fraud, and which is materially  detrimental to the Company and its Affiliates (including material reputational harm); or (iii) the  Executive’s engagement in on-the-job conduct that consists either of gross misconduct or a  material violation of the Company or any of its Affiliates’ written code of ethics or Company  policies, and which is materially detrimental to the Company and its Affiliates (including material  reputational harm).   (g) “Change of Control” shall have the meaning set forth in the  2020 Incentive Award Plan of the Company.   (h) “Code” shall mean the Internal Revenue Code of 1986, as  amended.   (i) “Common Stock” shall have the meaning set forth in Section  3(c).   (j) “Company” shall have the meaning set forth in the preamble  hereto.   (k) “Date of Termination” shall mean (i) if the Executive’s  employment is   





 






  3     terminated due to the Executive’s death, the date of the Executive’s death; (ii) if the Executive’s  employment is terminated due to the Executive’s Disability, the date determined pursuant to  Section 4(a)(ii); or (iii) if the Executive’s employment is terminated pursuant to Section  4(a)(iii)(vi) either the date indicated in the Notice of Termination or the date specified by the  Company pursuant to Section 4(b), whichever is earlier.   (l) “Disability” shall mean the Executive’s inability to engage  in any   substantial gainful activity by reason of any medically determinable physical or mental impairment  that can be expected to result in death or that can be expected to last for a continuous period of not  less than twelve (12) months.   (m) “Effective Date” shall have the meaning set forth in the  recitals hereto.   (n) “Executive” shall have the meaning set forth in the preamble  hereto.   (o) “Extension Term” shall have the meaning set forth in Section  2(b).   (p) The Executive shall have “Good Reason” to terminate the  Executive’s   employment hereunder after the occurrence of one or more of the following conditions without the  Executive’s consent: (A) a material adverse change in the Executive’s title, reporting relationship,  authority or duties and responsibilities as of the Effective Date or an elimination of the Executive’s  position; or (B) a material reduction in the Executive’s Annual Base Salary or Annual Bonus  opportunity, in either case not otherwise made on a substantially similar basis for senior Company  executives generally.  The Executive’s employment with the Company may be terminated for  Good Reason only if (1) the Executive provides written notice to the Company of the occurrence  of the Good Reason event (as described above) within 30 days after the Executive knows or  reasonably should have known of the circumstances constituting Good Reason, (2) the Company  fails to cure the circumstances constituting “Good Reason” within 30 days after such notice, and  (3) the Executive resigns within 30 days after the expiration of such 30-day cure period.  For the  avoidance of doubt, an initial public offering of common stock of the Company or any parent  (direct or indirect) or other Affiliate of the Company shall not constitute Good Reason for purposes  of this Agreement.   (q) “Initial Term” shall have the meaning set forth in Section  2(b).    (r) “Notice of Termination” shall have the meaning set forth in  Section 4(b).   





 






  4     (s) “Person” shall mean any individual, natural person,  corporation (including   any non-profit corporation), general partnership, limited partnership, limited liability partnership,  joint venture, estate, trust, company (including any company limited by shares, limited liability  company or joint stock company), incorporated or unincorporated association, governmental  authority, firm, society or other enterprise, organization or other entity of any nature.   (t) “Release” shall have the meaning set forth in Section 5(b).    (u) “Release Expiration Date” shall have the meaning set forth  in Section 21(c).    (v) “Restrictive Covenant Agreement” shall have the meaning  set forth in Section 6.   (w) “RSU Gain” shall mean, with respect to shares of Common  Stock received   by the Executive in settlement of the RSUs but no longer held by the Executive as of the Date of  Termination,  an amount equal to the product of (i) the number of such shares of Common Stock  and (ii) the Fair Market Value (as defined in the equity incentive plan under which the RSUs are  granted) per share of Common Stock on the date the Executive sold or otherwise disposed of such  shares of Common Stock (without reduction for any shares of Common Stock sold or surrendered  in payment of taxes, etc.).   (x) “Section 409A” shall mean Section 409A of the Code and  the Department   of Treasury regulations and other interpretive guidance issued thereunder, including without  limitation any such regulations or other guidance that may be issued after the Effective Date.   (y) “Severance Period” shall have the meaning set forth in  Section 5(b).   (z) “Term” shall have the meaning set forth in Section 2(b).     2.  Employment   (a) In General.  Effective as of the Effective Date, the Company  shall employ   the Executive under this Agreement and the Executive shall remain in the employ of the Company  under this Agreement, for the period set forth in Section 2(b), in the position set forth in Section  2(c), and upon the other terms and conditions herein provided.    (b) Term of Employment.  The initial term of employment under  this   Agreement (the “Initial Term”) shall be for the period beginning on the Effective Date and ending  on the third anniversary thereof, unless earlier terminated as provided in Section 4.  The Initial   





 






  5     Term shall automatically be extended for successive one year periods (each, an “Extension Term”  and, collectively with the Initial Term, the “Term”), unless either party hereto gives notice of  nonextension of the Term to the other no later than ninety (90) days prior to the expiration of the  thenapplicable Term.  For the avoidance of doubt, notice by the Executive of non-extension of the  Term, without stated Good Reason and compliance with the notice, cure, and resignation  requirements of the definition thereof, shall not constitute a resignation for Good Reason under  Section 4(a)(v).  For the further avoidance of doubt, notice by the Company of non-extension of  the Term, without stated Cause and compliance with the notice and cure requirements of the  definition thereof and subject to Section 4(b), shall constitute a termination without Cause under  Section 4(a)(iv).    (c) Position and Duties.  During the Term, the Executive: (i)  shall serve as Chief Executive Officer of the Company, with responsibilities, duties  and authority customary for such position, subject to direction by the Board of the  Company; (ii) shall report directly to the Board of the Company; and (iii) shall  devote substantially all the Executive’s working time and efforts to the business  and affairs of the Company and its Affiliates.  At all times during the Term, the  Executive agrees to observe and comply with the Company’s rules and policies as  adopted by the Company from time to time.  In addition, as of the Effective Date,  the Company shall cause the Executive to be appointed to the Board and, during  the Term, the Board shall propose the Executive for re-election to the Board.  The  parties acknowledge and agree that the Executive’s duties, responsibilities and  authority may include services for one or more Affiliates of the Company.     3.  Compensation and Related Matters   (a) Annual Base Salary.  During the Term, the Executive shall receive a base   salary at a rate of $900,000 per annum, which shall be paid in accordance with the customary  payroll practices of the Company, subject to review by the Board in its sole discretion (the “Annual  Base Salary”).   (b) Annual Bonus.  With respect to each Company fiscal year that ends during   the Term, beginning in fiscal year 2022, the Executive will be eligible to receive a cash bonus (the  “Annual Bonus”), which shall be payable based upon the attainment of individual and Company  performance goals established by the Board in its sole discretion.  The Executive’s Annual Bonus  shall be targeted at 100% of the Executive’s Annual Base Salary (the “Annual Bonus Target”),  may range from 0% to 200% of the Annual Bonus Target, and shall be payable, to the extent  earned, on, or at such date as is determined by the Board within 120 days following, the last day  of the fiscal year with respect to which it relates.  Notwithstanding any other provision of this  Section 3(b) and subject to Section 5(b), no bonus shall be payable with respect to any fiscal year  unless the Executive remains continuously employed with the Company during the period  beginning on the Effective Date and ending on the applicable bonus payment date.   Notwithstanding anything in this Section 3(b) to the contrary, the Annual Bonus for 2022 shall not  be pro-rated and shall be no less than 50% of the Annual Bonus Target.    





 






  6     (c) Equity Awards.       (i)  As an inducement material to the Executive’s agreement to enter   into employment with the Company, the Company will grant to the Executive an equity  award (the “Initial Award”) under the Company’s 2021 Inducement Award Plan (the  “Plan”) with respect to 9,916,667 shares of the Company’s Class A Common Stock,  $0.0001 par value per share (“Common Stock”) as follows:     (A) Subject to the approval of the Board and to the Executive’s  commencement of employment on the Effective Date, 2,833,333 shares of  Common Stock from the Initial Award will be granted, effective as of the  Effective Date, in the form of an Option (as defined in the Plan) to purchase  shares of Common Stock at a price per share equal to the Fair Market Value  (as defined in the Plan) of a share of Common Stock on the date of grant, as  determined by the Board, which Option shall vest and become exercisable  with respect to one-fourth (1/4) of the shares subject thereto (rounded down  to the next whole number of shares) on each of the first four anniversaries  of the grant date, so that all of the Options shall be vested on the fourth  anniversary of the grant date (the “Initial Options”).   (B) Subject to the approval of the Board and to the Executive’s  continued employment through the date of grant, the remainder of the Initial  Award will be granted, effective as of the date immediately following the  registration of sufficient additional shares for issuance under the Plan on  Form S-8 (which registration will occur as soon as administratively  practicable following the Company’s next annual shareholder meeting,  currently scheduled for May 25, 2022), as follows:   (1) 5,666,667 shares of Common Stock from the  Initial Award will be granted in the form of Restricted Stock Units  (as defined in the Plan), all of which shall be fully vested at the time  of grant (the “RSUs”); and   (2) 1,416,667 shares of Common Stock from the  Initial   Award will be granted in the form of Restricted Stock Units (the “VWAP  RSUs”), which VWAP RSUs shall be eligible to vest (i) 50% on the third  anniversary of the date of grant (the “VWAP Vesting Date”), subject to the  Company achieving a volume-weighted average price over the period  beginning on the date of grant of the VWAP RSUs and ending on the  VWAP Vesting Date (the “Three-Year VWAP”) equal to or greater than   $2.00 but less than $3.00, (ii) 100% (“Target Level”) on the VWAP Vesting  Date, subject to the Company achieving a Three-Year VWAP equal to or  greater than $3.00 but less than $4.00, (iii) 150% on the VWAP Vesting  Date (i.e., 2,125,000 shares of Common Stock), subject to the Company  





 






  7     achieving a Three-Year VWAP equal to or greater than $4.00 but less than  $6.00, or (iv) 200% on the VWAP Vesting Date (i.e., 2,833,334 shares of  Common Stock), subject to the Company achieving a Three-Year VWAP  equal to or greater than $6.00, in each case subject to the Executive’s  continued employment through the VWAP Vesting Date.  For the  avoidance of doubt, in the event the Three-Year VWAP is less than $2.00,  all VWAP RSUs shall be forfeited for no consideration on the VWAP  Vesting Date.   (C) Termination of Employment.   (1) In the event the Executive’s employment is   terminated by the Executive without Good Reason after the grant of the  RSUs but prior to the 12-month anniversary of the Effective Date, then (i)  any shares of Common Stock received in settlement of the RSUs and held  by the Executive as of the Date of Termination shall be automatically  forfeited for no consideration on such date, and (ii) the Executive shall pay  to the Company in cash any RSU Gain received by the Executive, with such  payment to occur no later than the thirty (30) day anniversary of the Date  of Termination.  For the avoidance of doubt, the claw-back provisions set  forth in this Section 3(c)(i)(C) are in addition to any other claw-back policy  applicable to the Executive.   (2) In the event the Executive’s employment is   terminated by the Company without Cause or by the Executive with Good  Reason, in either case within the 90-day period immediately preceding the  VWAP Vesting Date, then, effective as of immediately prior to such  termination of employment, the VWAP RSUs and any unvested portion of  the Initial Options as of such date shall immediately vest (and become  exercisable, as applicable) in full, with the number of vested VWAP RSUs  determined based on actual Three-Year VWAP performance as measured  on the VWAP Vesting Date.   (D) Notwithstanding anything in Section 3(c)(i)(B)(2) to the  contrary, in the event of a Change in Control (as defined in the Plan):   (1) prior to the eighteen-month anniversary of the  Effective Date, the VWAP RSUs shall vest immediately prior to such  Change in Control at the greater of (x) Target Level and (y) the vesting that  would occur under Section 3(c)(i)(B)(2) if the Three-Year VWAP is  assumed to be the per-share purchase price of the Company in connection  with such Change in Control; or    (2) on or after the eighteen-month anniversary of the  Effective Date, the VWAP RSUs shall vest immediately prior to such  





 






  8     Change in Control at the greater of (x) Target Level and (y) actual  volumeweighted average price performance as measured over the period  beginning on the date of grant of the VWAP RSUs and ending immediately  prior to such Change in Control; provided, however, that, in the event the  per-share purchase price of the Company in connection with such Change  in Control is greater than or equal to $6.00, the VWAP RSUs shall vest  immediately prior to such Change in Control at 200%.   (ii) Each fiscal year during the Term, beginning with fiscal year 2023,   the Executive shall receive an annual grant of additional equity awards under the  Company’s 2020 Incentive Award Plan (or another equity award plan adopted by the  Company) consisting of Options, Restricted Stock Units, VWAP RSUs, and/or other  awards authorized for grant under the applicable plan in amounts to be determined by the  Board or the Compensation Committee thereof in its sole discretion (each such aggregate  annual grant, an “Annual Award” and, together with the Initial Award, the “Equity  Awards”); provided, however, that (1) each Annual Award shall be made with respect to  no less than 5,000,000 aggregate shares of Common Stock; provided further, that  notwithstanding the minimum number of shares of Common Stock set forth in this clause  (1), in no event shall the minimum requirement under this provision for any Annual Award  have an aggregate grant date dollar value (as determined by the Board or the Compensation  Committee thereof in its sole discretion) of more than $15,000,000; and (2) unless  otherwise determined by the Board, no more than 25% of each Annual Award shall consist  of time-vesting Restricted Stock Units.   (iii) The Equity Awards shall be subject to the terms of the applicable   plan and applicable award agreements by and between the Executive and the Company.   Without limiting the foregoing, for the avoidance of doubt and in accordance with the terms  of the applicable plan, the number and kind of shares subject to any equity award described  in this Section 3(c) shall, in the event of any stock dividend, stock split, combination or  exchange of shares, merger, consolidation or other distribution (other than normal cash  dividends) of Company assets to stockholders, or any other change affecting the shares of  the Company’s stock or the share price of the Company’s stock, be equitably adjusted to  reflect such change.   (d) Benefits.  During the Term, the Executive shall be eligible to participate in   employee benefit plans, programs and arrangements of the Company in accordance with their  terms, as in effect from time to time, and as are generally provided by the Company to its senior  executive officers (including, without limitation, the Company’s paid time off policy for its senior  executive officers as in effect from time to time).   (e) Business Expenses.  During the Term, the Company shall reimburse the  Executive for all reasonable, documented, out-of-pocket travel (including first class or equivalent  accommodations) and other business expenses incurred by the Executive in the performance of  the Executive’s duties to the Company in accordance with the Company’s applicable expense  reimbursement policies and procedures.   





 






  9     (f) Indemnification.  During the Term and for so long thereafter as liability   exists with regard to the Executive’s activities during the Term on behalf of the Company, the  Company shall indemnify the Executive (other than in connection with the Executive’s gross  negligence or willful misconduct) pursuant to the Company’s customary indemnification  agreement applicable to the Company’s officers and directors, a form of which shall be provided  to Executive with this Agreement.    4. Termination.  The Executive’s employment hereunder may be terminated by the  Company or the Executive, as applicable, without any breach of this Agreement only under the  following circumstances:   (a) Circumstances   (i) Death.  The Executive’s employment hereunder shall  terminate   upon the Executive’s death.   (ii) Disability.  If the Executive incurs a Disability, the Company  may   give the Executive written notice of its intention to terminate the Executive’s employment.   In that event, the Executive’s employment with the Company shall terminate, effective on  the later of the thirtieth (30th) day after receipt of such notice by the Executive or the date  specified in such notice; provided that within the thirty (30) day period following receipt  of such notice, the Executive shall not have returned to full-time performance of the  Executive’s duties hereunder.   (iii) Termination for Cause.  The Company may terminate the  Executive’s employment for Cause.   (iv) Termination without Cause.  The Company may terminate  the Executive’s employment without Cause.   (v) Resignation for Good Reason.  The Executive may resign  from the Executive’s employment for Good Reason.   (vi) Resignation without Good Reason.  The Executive may  resign from   the Executive’s employment without Good Reason.   (b) Notice of Termination.  Any termination of the Executive’s employment by   the Company or by the Executive under this Section 4 (other than a termination pursuant to Section   4(a)(i) above) shall be communicated by a written notice to the other party hereto (a “Notice of   Termination”): (i) indicating the specific termination provision in this Agreement relied upon, and   (ii) specifying a Date of Termination which, if submitted by the Executive, shall be at least thirty  (30) days following the date of such notice; provided, however, that a Notice of Termination  





 






  10     delivered by the Company pursuant to Section 4(a)(ii) shall not be required to specify a Date of  Termination, in which case the Date of Termination shall be determined pursuant to Section  4(a)(ii); and provided, further, that in the event that the Executive delivers a Notice of Termination  to the Company, the Company may, in its sole discretion, accelerate the Date of Termination to  any date that occurs following the date of Company’s receipt of such Notice of Termination (even  if such date is prior to the date specified in such Notice of Termination).  A Notice of Termination  submitted by the Company (other than a Notice of Termination under Section 4(a)(ii)) may provide  for a Date of Termination on the date the Executive receives the Notice of Termination, or any  date thereafter elected by the Company in its sole discretion.  The failure by the Company to set  forth in the Notice of Termination any fact or circumstance which contributes to a showing of  Cause shall not waive any right of the Company hereunder or preclude the Company from asserting  such fact or circumstance in enforcing the Company’s rights hereunder.  Notwithstanding the  foregoing, a termination pursuant to Section 4(a)(iii) shall be deemed to occur if following the  Executive’s termination of employment for any reason the Company determines that  circumstances existing prior to such termination would have entitled to the Company to terminate  the Executive’s employment pursuant to Section 4(a)(iii) (disregarding any applicable cure  period).        5.  Company Obligations Upon Termination of Employment   (a) In General.  Upon a termination of the Executive’s employment for any   reason, the Executive (or the Executive’s estate) shall be entitled to receive: (i) any portion of the  Executive’s Annual Base Salary through the Date of Termination not theretofore paid, (ii) any  expenses owed to the Executive under Section 3(e), (iii) any accrued but unused vacation pay owed  to the Executive in accordance with applicable law, and (iv) any amount arising from the  Executive’s participation in, or benefits under, any employee benefit plans, programs or  arrangements under Section 3(d), which amounts shall be payable in accordance with the terms  and conditions of such employee benefit plans, programs or arrangements.  Except as otherwise  set forth in Section 5(b) below, the payments and benefits described in this Section 5(a) shall be  the only payments and benefits payable in the event of the Executive’s termination of employment  for any reason.   (b) Severance Payments.  In the event of the Executive’s termination of   employment by the Company without Cause pursuant to Section 4(a)(iv) or by the Executive for  Good Reason pursuant to Section 4(a)(v), in addition to the payments and benefits described in  Section 5(a) above, the Company shall, subject to Section 5(c) and Section 21 and subject to the  Executive’s execution and non-revocation of a waiver and release of claims agreement in the  Company’s customary form (a “Release”), as of the Release Expiration Date, in accordance with  Section 21(c):   (i) Continue to pay the Executive’s Annual Base Salary during the   period beginning on the Date of Termination and ending on the two (2) year anniversary  of the Date of Termination (the “Severance Period”) in accordance with the Company’s  regular payroll practice as of the Date of Termination; and    





 






  11     (ii) Pay (A) the Annual Bonus for any completed fiscal year as of the Date of  Termination that has not yet been paid as of the Date of Termination, if any, and (B) the product  of (I) two (2), multiplied by (II) a pro-rated portion of the Annual Bonus for the year in which the  Date of Termination occurs, with such proration being based on the number of full months for  which the Executive was employed during such year prior to such Date of Termination.  The  bonuses described in this Section 5(b)(ii) shall be payable, to the extent earned, on, or at such  date as is determined by the Board within 120 days following, the last day of the fiscal year with  respect to which it relates, as set forth in Section 3(b).   (iii) During the Severance Period, if the Executive elects to continue   coverage under the Company’s group health plan in accordance with the Consolidated   Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage  for the Executive and any eligible dependents under the Company group health benefit  plans in which the Executive and any dependents were entitled to participate immediately  prior to the Date of Termination.  In the event the Executive elects to continue with  COBRA coverage, provided, that Employee timely submits to the Company evidence of  the Executive’s payments made to the COBRA administrator, the Company will reimburse  the Executive for the Company’s share of the premiums associated therewith in an amount  equal to what the Company pays for the health insurance premiums of other executive level  employees at the Company.  The COBRA health continuation period under Section 4980B  of the Code shall run concurrently with the period of continued coverage set forth in this  Section 5(b)(ii); provided, however, that in the event Employee obtains other employment  that offers group health benefits, such continuation of COBRA coverage by the Company  under this Section 5(b)(ii) shall immediately cease.   (c) Breach of Restrictive Covenant Agreement.  Notwithstanding any other   provision of this Agreement, no payment shall be made or benefit provided pursuant to Section  5(b) following the date the Executive first violates the Restrictive Covenant Agreement and, in the  event of such a violation, the Executive shall repay to the Company any benefit provided pursuant  to Section 5(b) within ninety (90) days of such violation.   (d) Complete Severance.  The provisions of this Section 5 shall supersede in   their entirety any severance payment or benefit obligations to the Executive pursuant to the  provisions in any severance plan, policy, program or other arrangement maintained by the  Company.   6. Restrictive Covenant Agreement.  The Executive acknowledges that the   Executive is, concurrently with the execution of this Agreement, entering into an agreement with  the Company containing confidentiality, non-solicitation, non-competition, intellectual property  assignment, and other protective covenants (the “Restrictive Covenant Agreement” attached hereto  as Exhibit A) and that the Executive shall be bound by the terms and conditions of the Restrictive  Covenant Agreement.   7. Injunctive Relief.  The Executive recognizes and acknowledges that a breach of  the covenants contained in the Restrictive Covenant Agreement will cause irreparable damage to  





 






  12     the Company and its goodwill, the exact amount of which will be difficult or impossible to  ascertain, and that the remedies at law for any such breach will be inadequate.  Accordingly, the  Executive agrees that, in the event of a breach of any of the covenants contained in the Restrictive  Covenant Agreement, in addition to any other remedy which may be available at law or in equity,  the Company will be entitled to specific performance and injunctive relief.   8. Assignment and Successors.  The Company may assign its rights and obligations  under this Agreement to any entity, including any successor to all or substantially all the assets of  the Company, by merger or otherwise, and may assign or encumber this Agreement and its rights  hereunder as security for indebtedness of the Company and its Affiliates.  The Executive may not  assign the Executive’s rights or obligations under this Agreement to any individual or entity.  This  Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their  respective successors, assigns, personnel and legal representatives, executors, administrators,  heirs, distributees, devisees, and legatees, as applicable.   9. Governing Law; Venue.  This Agreement shall be governed, construed,  interpreted and enforced in accordance with the substantive laws of the State of Delaware, without  giving effect to any principles of conflicts of law, whether of the State of Delaware or any other  jurisdiction, and where applicable, the laws of the United States, that would result in the application  of the laws of any other jurisdiction.  Each of the parties hereto agrees that any legal action or  proceeding with respect to this Agreement shall be brought exclusively in the Chancery Court of  New Castle County, Delaware or the federal courts of the United States of America for the District  of Delaware, unless the parties to any such action or dispute mutually agree to waive this provision.   By execution and delivery of this Agreement, each of the parties hereto irrevocably consents to  service of process out of any of the aforementioned courts in any such action or proceeding by the  mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized express  carrier or delivery service, to the applicable party at his, her or its address referred to herein.  Each  of the parties hereto irrevocably waives any objection which he, she or it may now or hereafter  have to the laying of venue of any of the aforementioned actions or proceedings arising out of or  in connection with this Agreement, or any related agreement, certificate or instrument referred to  above, brought in the courts referred to above and hereby further irrevocably waives and agrees,  to the fullest extent permitted by applicable law, not to plead or claim in any such court that any  such action or proceeding brought in any such court has been brought in any inconvenient forum.   Nothing herein shall affect the right of any party to serve process in any other manner permitted  by law.   10. Validity.  The invalidity or unenforceability of any provision or provisions of this  Agreement shall not affect the validity or enforceability of any other provision of this Agreement,  which shall remain in full force and effect.     11. Notices.  Any notice, request, claim, demand, document and other communication  hereunder to any party hereto shall be effective upon receipt (or refusal of receipt) and shall be in  writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage  prepaid, to the following address (or at any other address as any party hereto shall have specified  by notice in writing to the other party hereto):   





 






  13     (a) If to the Company:      GoHealth Holdings, LLC   214 West Huron Street   Chicago, Illinois 60654    Attention: Chief Legal Officer or General Counsel      Copy to:      Latham & Watkins LLP   1271 Avenue of the Americas   New York, New York 10020   Attn:  Bradd L. Williamson   Facsimile:  (212) 751-4864      (b) If to the Executive, at the address set forth on the signature page hereto.   12. Counterparts.  This Agreement may be executed in several counterparts, each of  which shall be deemed to be an original, but all of which together will constitute one and the same  Agreement.   13. Entire Agreement.  The terms of this Agreement (together with any other  agreements and instruments contemplated hereby or referred to herein, including, without  limitation, the Restrictive Covenant Agreement attached hereto as Exhibit A) is intended by the  parties hereto to be the final expression of their agreement with respect to the employment of the  Executive by the Company and may not be contradicted by evidence of any prior or  contemporaneous agreement.  The parties hereto further intend that this Agreement shall constitute  the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may  be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this  Agreement.   14. Amendments; Waivers.  This Agreement may not be modified, amended, or  terminated except by an instrument in writing, signed by the Executive and a duly authorized  officer of GoHealth and approved by the Board, which expressly identifies the amended provision  of this Agreement.  By an instrument in writing similarly executed and approved by the Board, the  Executive or a duly authorized officer of GoHealth may waive compliance by the other party or  parties hereto with any provision of this Agreement that such other party was or is obligated to  comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or  estoppel with respect to, any other or subsequent failure to comply or perform.  No failure to  exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other  or further exercise of any other right, remedy, or power provided herein or by law or in equity.   15. No Inconsistent Actions.  The parties hereto shall not voluntarily undertake or fail  to undertake any action or course of action inconsistent with the provisions or essential intent of  





 






  14     this Agreement.  Furthermore, it is the intent of the parties hereto to act in a fair and reasonable  manner with respect to the interpretation and application of the provisions of this Agreement.   16. Construction.  This Agreement shall be deemed drafted equally by both of the  parties hereto.  Its language shall be construed as a whole and according to its fair meaning.  Any  presumption or principle that the language is to be construed against any party hereto shall not  apply.  The headings in this Agreement are only for convenience and are not intended to affect  construction or interpretation.  Any references to paragraphs, subparagraphs, sections or  subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary.   Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and  the singular includes the plural; (b) “and” and “or” are each used both conjunctively and  disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d)  “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and  other similar compounds of the word “here” refer to the entire Agreement and not to any particular  paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof  shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the  Persons referred to may require.   17. Enforcement.  If any provision of this Agreement is held to be illegal, invalid or  unenforceable under present or future laws effective during the term of this Agreement, such  provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal,  invalid or unenforceable provision had never comprised a portion of this Agreement; and the  remaining provisions of this Agreement shall remain in full force and effect and shall not be  affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.   Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added  automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or  unenforceable provision as may be possible and be legal, valid and enforceable.   18. Withholding.  The Company and its Affiliates shall be entitled to withhold from  any amounts payable under this Agreement, any federal, state, local or foreign withholding or other  taxes or charges which the Company or any of its Affiliates is required to withhold.  The Company  and its Affiliates shall be entitled to rely on an opinion of counsel if any questions as to the amount  or requirement of withholding shall arise.     19.  Absence of Conflicts; Executive Acknowledgement; Confidentiality.  The   Executive hereby represents that from and after the Effective Date the performance of the  Executive’s duties hereunder will not breach any other agreement to which the Executive is a party.   The Executive acknowledges that the Executive has read and understands this Agreement, is fully  aware of its legal effect, has not acted in reliance upon any representations or promises made by  the Company or any of its Affiliates other than those contained in writing herein, and has entered  into this Agreement freely based on the Executive’s own judgment.  The Executive agrees not to  disclose the terms or existence of this Agreement to any Person unless the Company agrees to such  disclosure in advance and in writing; provided that the Executive may, without such permission,  make such disclosures as are required by applicable law, including disclosures to taxing agencies,  and disclose the terms of this Agreement to the Executive’s attorney(s), accountant(s), tax  





 






  15     advisor(s), and other professional service provider(s), and to members of the Executive’s  immediate family, as reasonably necessary; provided, further, that the Executive instructs such  Person(s) that the terms of this Agreement are strictly confidential and are not to be revealed to  anyone else except as required by applicable law.   20. Survival.  The expiration or termination of the Term shall not impair the rights or  obligations of any party hereto which shall have accrued prior to such expiration or termination  (including, without limitation, pursuant to the provisions of the Restrictive Covenant Agreement  attached hereto as Exhibit A).   21. Section 409A.   (a) General.  The parties hereto acknowledge and agree that, to the extent   applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and  conditions required by, Section 409A.  Notwithstanding any provision of this Agreement to the  contrary, in the event that the Company determines that any amounts payable hereunder will be  immediately taxable to the Executive under Section 409A, the Company reserves the right (without  any obligation to do so or to indemnify the Executive for failure to do so) to (i) adopt such  amendments to this Agreement and appropriate policies and procedures, including amendments  and policies with retroactive effect, that the Company determines to be necessary or appropriate  to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the  economic benefits of this Agreement and to avoid less favorable accounting or tax consequences  for the Company and/or (ii) take such other actions as the Company determines to be necessary or  appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the  requirements of Section 409A and thereby avoid the application of penalty taxes thereunder.  No  provision of this Agreement shall be interpreted or construed to transfer any liability for failure to  comply with the requirements of Section 409A from the Executive or any other individual to the  Company or any of its Affiliates, employees or agents.     (b) Separation from Service under Section 409A.  Notwithstanding any   provision to the contrary in this Agreement:  (i) no amount shall be payable pursuant to Section  5(b) unless the termination of the Executive’s employment constitutes a “separation from service”  within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations; (ii) for  purposes of Section 409A, the Executive’s right to receive installment payments pursuant to  Section 5(b) shall be treated as a right to receive a series of separate and distinct payments; and  (iii) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred  compensation” under Section 409A, such reimbursement or benefit shall be provided 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 shall not affect the amount eligible for reimbursement in any  subsequent year.  The amount of any in-kind benefits provided in one year shall not affect the  amount of in-kind benefits provided in any other year.  Notwithstanding any provision to the  contrary in this Agreement, if the Executive is deemed at the time of his separation from service  to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent  delayed commencement of any portion of the termination benefits to which the Executive is  entitled under this Agreement is required in order to avoid a prohibited distribution under Section   





 






  16     409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination benefits shall not be  provided to the Executive prior to the earlier of (x) the expiration of the six-month period measured  from the date of the Executive’s “separation from service” with the Company (as such term is  defined in the Treasury Regulations issued under Section 409A of the Code) or (y) the date of the  Executive’s death; upon the earlier of such dates, all payments deferred pursuant to this sentence  shall be paid in a lump sum to the Executive, and any remaining payments due under the  Agreement shall be paid as otherwise provided herein.    (c) Release.  Notwithstanding anything to the contrary in this Agreement, to the  extent that any payments of “nonqualified deferred compensation” (within the meaning of  Section 409A) due under this Agreement as a result of the Executive’s termination of  employment are subject to the Executive’s execution and delivery of a Release, (i) the Release  shall be reasonable and drafted in good faith, (ii) the Company shall deliver the Release to the  Executive within ten (10) business days following the Date of Termination, and the Company’s  failure to deliver a Release prior to the expiration of such ten (10) business day period shall  constitute a waiver of any requirement to execute a Release, (iii) if the Executive fails to execute  the Release on or prior to the Release Expiration Date (as defined below) or timely revokes his  acceptance of the Release thereafter, the Executive shall not be entitled to any payments or  benefits otherwise conditioned on the Release, and (iv) in any case where the Date of  Termination and the Release Expiration Date fall in two separate taxable years, any payments  required to be made to the Executive that are conditioned on the Release and are treated as  nonqualified deferred compensation for purposes of Section 409A shall be made in the later  taxable year.  For purposes of this Section 21(c), “Release Expiration Date” shall mean the date  that is twenty-one (21) days following the date upon which the Company timely delivers the  Release to the Executive, or, in the event that the Executive’s termination of employment is “in  connection with an exit incentive or other employment termination program” (as such phrase is  defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45)  days following such delivery date.  To the extent that any payments of nonqualified deferred  compensation (within the meaning of Section 409A) due under this Agreement as a result of the  Executive’s termination of employment are delayed pursuant to Section 5(b) and this Section  21(c), such amounts shall be paid in a lump sum on the first payroll date following the date that  the Executive executes and does not revoke the Release (and the applicable revocation period has  expired) or, in the case of any payments subject to Section 21(c)(iv), on the first payroll period to  occur in the subsequent taxable year, if later.    22. Compensation Recovery Policy.  The Executive acknowledges and agrees that, to  the extent the Company adopts any clawback or similar policy pursuant to the Dodd-Frank Wall  Street Reform and Consumer Protection Act or otherwise, and any rules and regulations  promulgated thereunder, he shall take all action necessary or appropriate to comply with such  policy (including, without limitation, entering into any further agreements, amendments or policies  necessary or appropriate to implement and/or enforce such policy).   23. Whistleblower Protection and Trade Secrets.  Notwithstanding anything to the  contrary contained herein, nothing in this Agreement prohibits the Executive from reporting  possible violations of federal law or regulation to any United States governmental agency or entity  





 






  17     in accordance with the provisions of and rules promulgated under Section 21F of the Securities  Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other  whistleblower protection provisions of state or federal law or regulation (including the right to  receive an award for information provided to any such government agencies).  Furthermore, in  accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement:  (a) the Executive shall not be in breach of this Agreement, and shall not be held criminally or  civilly liable under any federal or state trade secret law (i) for the disclosure of a trade secret that  is made in confidence to a federal, state, or local government official or to an attorney solely for  the purpose of reporting or investigating a suspected violation of law, or (ii) for the disclosure of  a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding,  if such filing is made under seal; and (b) if the Executive files a lawsuit for retaliation by the  Company for reporting a suspected violation of law, the Executive may disclose the trade secret to  the Executive’s attorney, and may use the trade secret information in the court proceeding, if the  Executive files any document containing the trade secret under seal, and does not disclose the trade  secret, except pursuant to court order.          [Signature pages follow]  





 






  US-DOCS\131055246.15      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and  year first above written.                GOHEALTH                GOHEALTH, INC.                             By:  /s/ Brian Farley            Name: Brian Farley             Title: Chief Legal Officer & Corporate Secretary                   PARTNERSHIP                GOHEALTH HOLDINGS, LLC                             By: /s/ Brian Farley            Name: Brian Farley             Title: Chief Legal Officer & Corporate Secretary      





 






         Signature Page to the   Employment Agreement for Vijay Kotte      EXECUTIVE               By: /s/ Vijay Kotte              Vijay Kotte   Residence Address:   ###       





 






         Signature Page to the   Employment Agreement for Vijay Kotte   EXHIBIT A   RESTRICTIVE COVENANTS AGREEMENT   THIS RESTRICTIVE COVENANTS AGREEMENT (“Agreement”), dated as of  May 25, 2022, is made between GoHealth, Inc. (“GoHealth”), GoHealth Holdings, LLC, a  Delaware limited liability company (the “Partnership” and, together with GoHealth and any  subsidiaries, parent companies or affiliates of GoHealth or the Partnership, the “Company”), and  Vijay Kotte (the “Executive”), a resident of the State of Illinois.   RECITALS   A. The Company and the Executive have entered into that certain Employment  Agreement dated the date hereof (the “Employment Agreement”).   B. The Executive possesses extensive knowledge and experience regarding the   business of the Company and shall benefit from the Employment Agreement.   AGREEMENT   NOW, THEREFORE, for good and valuable consideration, which includes the  Company’s agreement to employ or continue to employ the Executive under the Employment  Agreement and all payments and benefits available to the Executive under the Employment  Agreement, and in specific consideration for the Company’s agreement to provide the bonus  payments set forth in the Employment Agreement, which the Executive acknowledges and agrees  is valid and sufficient consideration for the following covenants in this Agreement, the parties  hereto agree as follows:   1. Confidential Information; Non-Disclosure.     a. Non-Use and Non-Disclosure of Confidential  Information.  The Executive acknowledges that the Executive currently  holds and has access to proprietary and confidential information of the  Company and its subsidiaries.  The Executive hereby covenants and agrees  that neither the Executive nor any of the Executive’s Affiliates (as  hereinafter defined) will, at any time, divulge, furnish or make accessible to  anyone or use in any way other than in the ordinary course of the business  of the Company or its subsidiaries, any confidential, proprietary or secret  knowledge or information of the Company that the Executive has acquired  or shall acquire about the Company or its subsidiaries, whether developed  by the Executive or by others, including, without limitation, knowledge or  information concerning (i) any trade secrets, (ii) any confidential,  proprietary or secret designs, programs, processes, formulae, plans, devices  or material (whether or not patented or patentable) directly or indirectly  useful in any aspect of the business of the Company or its subsidiaries, (iii)  





 






         any customer or supplier lists, (iv) any confidential, proprietary or secret  development or research work, (v) any strategic or other business, marketing  or sales plans, (vi) any financial data or plans, or (vii) any other confidential  or proprietary information or secret aspects of the business of the Company  or its subsidiaries.  The Executive acknowledges that the above-described  knowledge and information constitutes a unique and valuable asset of the  Company and its subsidiaries and represents a substantial investment of time  and expense by the Company and its subsidiaries, and that any disclosure or  other use of such knowledge or information other than for the sole benefit of  the Company or its subsidiaries would be wrongful and may cause  irreparable harm to the Company and its subsidiaries (“Confidential  Information”).  The Executive shall take reasonable steps to protect the  confidentiality of all Confidential Information.  The foregoing obligations of  confidentiality shall not apply to any knowledge or information that (i) is  now or subsequently becomes generally publicly known, other than as a  result of the breach of this Agreement, (ii) is independently made available  to the Executive in good faith by a third party who has not violated a  confidential relationship with the   Company or any of its subsidiaries, or (iii) is required to be disclosed by law or legal process.  The  Executive understands and agrees that his obligations under this Agreement to maintain the  confidentiality of the Company’s and its subsidiaries’ Confidential Information are in addition to  any obligations of the Executive under applicable statutory or common law.  For purposes of this  Agreement, “Affiliate” shall mean any person or entity directly or indirectly controlled by the  Executive.   b. Company Property.  As between the Company  and the Executive,   all Confidential Information will remain the exclusive property of the Company, including, but not  limited to, all financial, commercial, operational, technical or business information or data received,  obtained, or prepared by the Executive in connection with the Executive’s employment or  engagement and concerning the Company’s business, and all copies and abstracts thereof.  Upon  the termination of the Executive’s employment or engagement with the Company for any reason,  the Executive will not retain, take, remove, or copy any such property of the Company or any  materials containing any Confidential Information whatsoever, and the Executive will promptly  return all such property and materials to the Company no later than the Executive’s termination  date or earlier upon the Company’s request.      c. Exceptions; Notice of Legal Obligation to  Disclose.  Nothing in this Agreement prohibits the Executive from filing a  charge with, reporting possible violations of federal law or regulation to,  participating in any investigation by, or otherwise cooperating with any  governmental agency or from making other disclosures that are protected  under the whistleblower provisions of applicable law or regulation.  Further,  nothing herein prevents the Executive from disclosing Confidential  Information if and to the extent required pursuant to any valid subpoena,  





 






         court order, or other legal obligation; provided, however, the Executive  agrees to provide prompt written notice of any such subpoena, court order,  or other legal obligation prior to disclosing any Confidential Information  (unless such notice to the Company is prohibited by applicable law),  enclosing a copy of the subpoena, court order or other documents describing  the legal obligation.  In the event that the Company objects to the disclosure  of Confidential Information, by way of a motion to quash or otherwise, the  Executive agrees to not disclose any Confidential Information while any  such objection is pending.      d. Defend Trade Secrets Act Disclaimer.  In  compliance with the   requirements of the Defend Trade Secrets Act, the Executive understands that: (i) the Executive  will not be held criminally or civilly liable under any federal or state trade secret law for the  disclosure of a trade secret that is made in confidence to a federal, state, or local government official  or to an attorney solely for the purpose of reporting or investigating a suspected violation of law,  (ii) the Executive will not be held criminally or civilly liable under any federal or state trade secret  law for the disclosure of a trade secret that is made in a complaint or other document filed in a  lawsuit or other proceeding, if such filing is made under seal and (iii) if the Executive files a lawsuit  for retaliation by Company for reporting a suspected violation of law, the Executive may disclose  trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding  if the Executive: (a) files any document containing the trade secret under seal; and (b) does not  disclose the trade secret, except pursuant to court order.      2. Noncompetition and Nonsolicitation Covenants.     a. Agreement Not to Compete.  Except for the  Executive’s direct and   indirect ownership of the Company, for a period starting as of the date hereof and ending on such  date which is two (2) years after the Executive’s Date of Termination (as defined in the  Employment Agreement) with the Company or any subsidiary of the Company (the “Restricted  Period”), the Executive shall not, directly or indirectly, own, invest in, lend money to, acquire or  hold any interest in, render services to, act as agent for, or otherwise engage in any business, in the  United States or in any other location in which the Company is then doing business, that is  competitive with any business conducted by or under active consideration by the Company or its  subsidiaries at any time during the period that the Executive is an employee, director or direct or  indirect shareholder of the Company or any of its subsidiaries (the “Protected Business”), it being  acknowledged by the Executive that the Protected Business includes the design, sale, marketing, or  distribution of the Company’s and its subsidiaries’ products and services.  Ownership by the  Executive, as a passive investment, of less than two percent (2%) of the outstanding shares of  capital stock of any corporation listed on a national securities exchange or publicly traded in the  over-the-counter market shall not constitute a breach of this Section 2(a).   b. Agreement Not to Solicit Employees.  The  Executive represents and   





 






         warrants that the Executive has not, directly or indirectly, solicited for employment for any entity  or person (other than for the Company) any current employee, consultant or other independent  contractor of the Company.  For the Restricted Period, the Executive shall not, directly or indirectly,  hire, engage, solicit or attempt to solicit any person who is then an employee, consultant or  independent contractor of the Company or any subsidiary of the Company.   c. Agreement Not to Solicit Others.  The  Executive represents and   warrants that the Executive has not, directly or indirectly, solicited any customer, supplier,  distributor or other business contact referred to below for the purposes set forth below (other than  on behalf of the Company).  For the Restricted Period, the Executive shall not, directly or indirectly,  in any manner or capacity, including without limitation as a proprietor, principal, agent, partner,  officer, director, stockholder, employee, member of any association, consultant or otherwise, (x)  solicit or attempt to solicit any person or entity who was a customer of the Company during the last  twelve (12) months immediately preceding the date hereof or is a customer of the Company or any  subsidiary of the Company during the Restricted Period, for the purposes of selling, marketing or  distributing products or services similar to the products or services designed, sold, marketed or  distributed by the Company or any of its subsidiaries, and (y) solicit, request, advise or induce any  supplier, distributor or other business contact of the Company or any subsidiary to cancel, curtail  or otherwise adversely change its relationship with the Company or its subsidiaries as it relates,  directly or indirectly, to the Protected Business.   d. Acknowledgment.  The Executive hereby  acknowledges that the   provisions of this Section 2 are reasonable and necessary to protect the legitimate interests of the  Company and that any violation of this Section 2 by the Executive may cause substantial and  irreparable harm to the Company to such an extent that monetary damages alone would be an  inadequate remedy therefor.   e. Assistance is Prohibited.  The Executive  further agrees that the Executive will not, directly or indirectly, assist or  encourage any other person in carrying out, directly or indirectly, any  activity that would be prohibited by the above provisions of this Section 2 if  such activity were carried out by the Executive, directly or indirectly, or  induce any employee, or former employee of the Company to carry out,  directly or indirectly, any such activity.   f. Blue Pencil Doctrine.  If the duration of, the  scope of or any business   activity covered by any provision of this Section 2 is in excess of what is determined to be valid  and enforceable under applicable law, such provision shall be construed to cover only that duration,  scope or activity that is determined to be valid and enforceable.  The Executive hereby  acknowledges that this Section 2 shall be given the construction which renders its provisions valid  and enforceable to the maximum extent, snot exceeding its express terms, possible under applicable  law.   





 






         3. Non-Disparagement.  The Executive agrees not to disparage  the Company,   any of its products, services, or practices, or any of its directors, officers, agents, representatives,  partners, members, equity holders, or affiliates, either orally or in writing, at any time; provided,  that the Executive may confer in confidence with the Executive’s legal representatives and make  truthful statements as required by law.   4. Ownership of Inventions.   a. Inventions.  Subject to the limitations in  Section 4(c) below, the Company will own all rights, title and interest in and  to (i) any invention, innovation, manufacturing process, trade secret, design,  idea or improvement related, directly or indirectly, to the Company’s  business, or any part thereof, and (ii) all copyrights, patents, trademarks and  trade names which the Executive develops or creates, in whole or in part in  the course of the Executive’s employment or engagement with the Company  (referred to as “Inventions”).  Subject to the limitations in Section 4(c)  below, the Executive will, and hereby does, assign to the Company, without  requirement of further writing and without royalty or any other further  consideration, my entire right, title and interest throughout the world in and  to all Inventions created, conceived, made, developed, and/or reduced to  practice by the Executive in the course of the Executive’s employment or  engagement with the Company and all intellectual property rights therein.   The Executive will promptly tell the Company about and give the Company  all information relating to any such Inventions.  The Executive  acknowledges that all original works of authorship which are made by the  Executive (solely or jointly with others) within the scope of the Executive’s  employment or engagement with the Company and which are eligible for  copyright protection are “works made for hire” as that term is defined in the  United States Copyright Act (17 U.S.C., Section 101).  The Executive hereby  waives, and agrees to waive, any moral rights the Executive may have in any  copyrightable work the Executive creates or has created on behalf of the  Company.  The Executive will make and maintain adequate and current  written records of all Inventions covered by this Section 4(a).  These records  may be in the form of notes, sketches, drawings, flow charts, electronic data  or recordings, notebooks and any other format.  These records shall be and  remain the property of the Company at all times and shall be made available  to the Company at all times.   b. Cooperation.  The Executive will cooperate  with the Company in   obtaining, maintaining and enforcing copyright, patent, trademark or other relevant protections for  Inventions covered by Section 4(a), including executing such documents as the Company may  request as necessary for such protection.   





 






         c. Executive Inventions.  The Executive  acknowledges that the Company will not own, and the assignment of  Inventions set forth in Section 4(a) above does not apply to, Inventions for  which no equipment, supplies, facility, or trade secret information of  Company were used and which was developed entirely on the Executive’s  own time (“Executive Inventions”), unless (i) the Invention relates (a) to the  Company’s business or (b) to the Company’s actual or demonstrably  anticipated research or development, or (ii) the Invention results from any  work performed by the Executive for the Company.  If the Executive  believes an Invention qualifies as an Executive Invention, the Executive will  provide the Company at the time of creation written evidence to substantiate  such belief.  If the Executive incorporates any Executive Inventions or  portions thereof into any Inventions created or developed for the Company,  the Executive hereby grants the Company a perpetual, irrevocable, royalty- free, transferable license to copy, modify, prepare derivative works of, use,  perform, and display such Executive Invention solely in connection with the  Invention.   5. Enforcement. The Executive hereby specifically  acknowledges and agrees   that the scope of the restrictions set forth in this Agreement is reasonable and necessary to ensure  that the Company receives the value of the Employment Agreement and that violation of this  Agreement will harm the Company to such an extent that monetary damages alone would be an  inadequate remedy.  Therefore, in the event of any violation by the Executive or any Affiliate:   a. the Company (in addition to all other remedies  the Company may   have) shall be entitled to a temporary restraining order, injunction and other equitable relief  (without posting any bond or other security) restraining the violator from committing or continuing  such violation,   b. in the case of any violation of Section 2  hereof, as determined by a   final judgment of court of competent jurisdiction, the duration of the non-compete period referred  to therein shall be extended beyond its then-scheduled termination date for a period equal to the  duration of the violation, and   c. in the event that the Company must enforce  this Agreement pursuant   to this Section 5, the Company shall be entitled to recover from the Executive its reasonable costs  associated therewith, including all reasonable attorneys’ and court fees.   6. Use of Name.  Neither the Executive nor any Affiliate shall  use the name “GoHealth,” any variants thereof, or any confusingly similar name, in  any business (other than the Company) in which any of them is associated as  shareholder, investor, lender, partner, co-venturer, co-marketer, sole proprietor,  





 






         director, officer, employee, agent, consultant, independent contractor or in any other  capacity.   7. No Violation of Other Agreements.  The Executive hereby  represents and   agrees that neither (a) the Executive’s entering into this Agreement nor (b) the Executive’s carrying  out the provisions of this Agreement, will violate any other agreement (oral, written or other) to  which the Executive is a party or by which the Executive is bound.   8. At-Will Employment; No Contract of Employment.  Nothing  herein shall   be deemed to create a contract of employment for any term.  The Executive acknowledges and  agrees that the Executive’s employment with the Company is and shall remain at all times at will,  unless otherwise specified by the Employment Agreement.   9. Successors and Assigns.  This Agreement shall be binding  upon and inure   to the benefit of the Executive, the Company and their respective heirs, personal representatives,  successors and assigns (including without limitation any assignee of substantially all of the assets  of the Company); provided, however, that this Agreement may not be assigned by the Executive.   10. Complete Agreement.  This Agreement contains the  complete agreement   between the parties hereto with respect to the matters covered herein, and supersedes all prior  agreements and understandings between the parties hereto with respect to such matters.  This  Agreement may be amended, terminated or superseded only by an agreement in writing executed  by both parties hereto.   11. Partial Invalidity.  If any covenant or other provision of this  Agreement is   deemed invalid, illegal or incapable of being enforced by reason of any rule of law or of any public  policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force  and effect and no covenant or provision shall be deemed dependent upon any other covenant or  provision unless so expressed herein.   12. No Waiver.  No term or condition of this Agreement shall be  deemed to   have been waived, nor shall there be any estoppel to enforce any provision of this Agreement,  except by a statement in writing signed by the party against whom enforcement of the waiver or  estoppel is sought.  Any written waiver shall not be deemed a continuing waiver unless specifically  stated, shall operate only as to the specific term or condition waived and shall not constitute a  waiver of such term or condition for the future or as to any act other than that specifically waived.   13. Counterparts.  This Agreement may be executed in two  counterparts, each   of which shall be deemed an original but both of which shall constitute but one instrument.   





 






         14. Headings.  The headings contained in this Agreement are for  reference   purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or  interpretation of this Agreement.   15. Notices.  All notices, requests, demands and other  communications   provided for in this Agreement shall be in writing delivered personally or sent by registered or  certified mail, postage prepaid, as follows:   If to the Company:          GoHealth Holdings, LLC   214 West Huron Street    Chicago, IL 60654   with a copy to:      Centerbridge Partners, L.P.             375 Park Ave., 11th Floor                 New York, NY 10152   If to the Executive:    To the address set forth on the Executive’s signature  page of the Employment Agreement      16. Governing Law.  This Agreement shall be governed by and  construed in   accordance with the laws of the State of Delaware, without giving effect to any choice or conflict  of law provision or rule, whether of the State of Delaware or any other jurisdiction, that would  cause the application of laws of any jurisdiction other than the State of Delaware.   17. Action of Affiliates.  The Executive shall cause his  Affiliates not to take   any action that is prohibited to be taken by such Affiliates under the terms of this Agreement.      **[Signature Pages Follow]**      





 






       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be   duly executed as of the date first above written.      GOHEALTH, INC.                             By:  /s/ Brian Farley            Name: Brian Farley             Its:  Chief Legal Officer & Corporate Secretary         GOHEALTH HOLDINGS, LLC                              By: /s/ Brian Farley            Name: Brian Farley             Its:  Chief Legal Officer & Corporate Secretary                        EXECUTIVE      /s/ Vijay Kotte              Vijay Kotte