Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2021, CareMax, Inc., a Delaware corporation (the "Company"),
through Managed Healthcare Partners, L.L.C., a Florida limited liability company
and wholly-owned subsidiary of the Company, entered into employment agreements
(the "Employment Agreements") with each of Carlos A. de Solo, the Company's
Chief Executive Officer and a Director, Alberto de Solo, the Company's Chief
Operating Officer, and Kevin Wirges, the Company's Chief Financial Officer
(collectively, the "Executives"). The Employment Agreements with each of Messrs.
Carlos de Solo, Alberto de Solo and Wirges provide for base salaries of
$650,000, $450,000 and $350,000, respectively, in each case subject to annual
review by the Board of Directors of the Company (the "Board"). Each Employment
Agreement provides that the respective Executive may receive an annual bonus as
determined by the Compensation Committee of the Board, with the bonus target to
be not less than 100% of each Executive's base salary, including a pro-rated
bonus for the period from June 8, 2021 through December 31, 2021. Additionally,
each Employment Agreement provides that the respective Executive will be
eligible to receive annual equity grants, as determined in the sole discretion
of the Board, and will be eligible to participate in retirement and welfare or
other benefit programs offered to employees and executives generally.
Each Employment Agreement further provides that upon a termination of employment
without "Cause" or for "Good Reason" (as such terms are defined in the
Employment Agreements), the respective Executive will receive cash severance,
the target bonus for the year in which such termination occurs and certain
healthcare benefits, with the cash severance being equal to 24 months of base
salary for Mr. Carlos de Solo and 12 months of base salary for each other
Executive; provided that upon a termination of employment without "Cause" or for
"Good Reason" within 12 months following a "change in control" (as defined in
the Company's 2021 Long-Term Incentive Plan), each of Messrs. Alberto de Solo
and Wirges will receive cash severance equal to 18 months of base salary.
Severance and termination benefits payable pursuant to each Employment Agreement
are subject to the respective Executive's execution of a release of claims and
compliance with restrictive covenants, including non-competition and
non-solicitation and non-disparagement covenants.
The foregoing description of the Employment Agreements with each of Messrs.
Carlos de Solo, Alberto de Solo, and Wirges does not purport to be complete and
is qualified in its entirety by the full text of Employment Agreements, which
are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are
incorporated herein by reference.
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