Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (“Agreement”), dated August 9, 2023 (the “Execution Date”), is made by and between Dinesh Kumar (“Employee”), on the one hand, and Alignment Healthcare USA, LLC (“Alignment” or the “Company”), on the other hand. The parties to this Agreement may be referred to singularly as a “Party” or collectively as the “Parties.”
RECITALS
NOW, THEREFORE, in consideration of the Recitals above and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
AGREEMENT
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Restricted Shares | Vested | Unvested | Total |
Restricted Shares | 612,035 | 30,563 | 642,598 |
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RSUs | Vested | Unvested | Total |
RSUs granted at IPO | 26,602 | 26,600 | 53,202 |
RSUs granted March 2022 | 51,739 | 155,215 | 206,954 |
RSUs granted Sept. 2022 | 0 | 280,360 | 280,360 |
Total RSUs | 78,341 | 462,175 | 540,516 |
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Options | Vested | Unvested | Total |
Options granted at IPO @ $18/share | 334,978 | 334,978 | 669,956 |
Options granted March 2022 @ $9.06/share | 38,017 | 114,051 | 152,068 |
Total Options | 372,995 | 449,029 | 822,024 |
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Employee acknowledges and agrees that the foregoing Equity Summary includes an accurate and complete listing of all such equity awards, including, without limitation, all restricted shares of common stock of the Parent converted from pre-IPO limited partnership units of Parent’s predecessor (“Restricted Shares”), restricted stock units of the Parent (“RSUs”) and options to purchase shares of common stock of the Parent (“Options”), as well as an accurate and complete breakdown of the amount of each type of equity award that has vested and the amount remaining unvested, all as of the Execution Date. For clarity, the Equity Summary does not account for any purchases, sales or other transactions undertaken by Employee in the public market (including, without limitation, any sales made in connection with a vesting event to cover tax withholding obligations), and therefore is not intended to reflect Employee’s total beneficial ownership of shares of Parent common stock or any derivative securities as of any date.
Additionally, subject to receipt of approval of this Agreement by the Compensation Committee of the Board of Directors of Parent, Parent hereby agrees that, as of immediately prior to the effectiveness of Employee’s termination of employment, it shall cause the acceleration of vesting of:
The Restricted Shares and RSUs described in the foregoing clauses (i) and (ii), together, are hereafter referred to as the “Accelerated Shares.”
Other than the Restricted Shares, RSUs and Options listed under the columns labeled “Vested” in the Equity Summary (collectively, the “Vested Securities”) and the Accelerated Shares, Employee acknowledges and agrees that (A) all of the remaining Options and RSUs are unvested and shall be cancelled in their entirety as of the Effective Date without payment; (B) any vested Options may be exercised by Employee at any time within a period of ninety (90) days from the Effective Date, after which time such vested Options shall terminate and expire without payment; and (C) Employee has no rights to any additional or other equity or equity-based compensation (including Restricted Shares, RSUs and Options).
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“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or related party.”
This Agreement extends to all claims or causes of action, of every nature and kind whatsoever, known or unknown, enumerated in this Agreement or otherwise. Employee may hereafter discover presently unknown facts or claims different from or in addition to those that Employee now knows as to the matters released herein. Nevertheless, it is Employees’ intention, through this Agreement, to fully release all such matters and all claims related thereto, which do now exist, may exist or heretofore have existed.
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[Signature Page Follows]
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Dated: August 9, 2023 | /s/ Dinesh Kumar |
| Dinesh Kumar |
| ALIGNMENT HEALTHCARE USA, LLC | |
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| /s/ John Kao | |
Dated: August 9, 2023 | By: | John Kao |
| Its: | Chief Executive Officer |
| Solely for purposes of Sections 2(a)(i) and 2(b): ALIGNMENT HEALTHCARE, INC. | |
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| /s/ John Kao | |
Dated: August 9, 2023 | By: | John Kao |
| Its: | Chief Executive Officer |
REAFFIRMATION
I hereby reaffirm this Agreement, including but not limited to the foregoing releases set forth in Sections 4-7 above.
Dated: |
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| Dinesh Kumar |
[Signature Page to Separation Agreement]