Item 5.02.              Departure of Directors or Certain Officers; 

Election of Directors;


                        Appointment of Certain Officers; Compensatory 

Arrangements of Certain


                        Officers.



Executive Transition

On September 22, 2021, the Board of Directors (the "Board") of eHealth, Inc.
(the "Company") accepted the resignation of Scott Flanders from his positions as
chief executive officer and as a member of the Board of the Company, effective
October 31, 2021. In submitting his resignation, Mr. Flanders did not express
any disagreement on any matter relating to the Company's operations, policies or
practices.

In connection with this separation, the Company entered into a separation and
release agreement with Mr. Flanders on September 22, 2021 (the "Separation
Agreement"). The Separation Agreement entitles Mr. Flanders to a cash severance
payment in an amount equal to $2,128,767.12 and Company-paid COBRA premiums for
up to 18 months. The Separation Agreement also provides that 6,328
performance-based restricted stock units (for which the performance metrics have
been achieved) will be accelerated with respect to their time-based vesting
requirement as of December 31, 2021.

The Separation Agreement includes a release of claims by Mr. Flanders in favor
of the Company and its affiliates and provides that Mr. Flanders will provide
consulting services to the Company through no later than December 31, 2021, to
assist with the transition of his duties and responsibilities. As part of the
consulting agreement, the Company will pay Mr. Flanders monthly consulting fees
equal to $58,333.33, as well as a final consulting payment equal to $146,232.88.

On September 22, 2021, the Board appointed Fran Soistman as chief executive
officer and a Class I director of the Company, effective November 1, 2021. Mr.
Soistman, age 64, founded and has served as president of Healthcare Management
and Transformation Advisory Services LLC, an advisory services company operating
in the healthcare space, since January 2020. From January 2013 to September
2019, Mr. Soistman was executive vice president at CVS Health, a health
solutions company, and president of government services at Aetna, a managed care
company. Prior to his tenure at Aetna, Mr. Soistman co-founded Jessamine
Healthcare, having previously served in executive leadership positions across a
number of health care and managed care companies, including Coventry Healthcare,
Principal Health Care and Blue Cross Blue Shield of Maryland. Mr. Soistman holds
a B.S. in accounting and finance from Towson University and is a graduate of the
Stanford University executive program.

In connection with his appointment as chief executive officer, the compensation
committee of the Board approved a binding term sheet with Mr. Soistman (the
"Employment Agreement"), which provides for an initial annual base salary of
$750,000 and a target annual incentive award opportunity equal to 110% of his
annual base salary. Mr. Soistman will also receive a signing bonus of $200,000.

The Employment Agreement provides for the grant of a stock option to purchase
100,000 shares of the common stock of the Company (the "Time-Based Option") and
a performance­based stock option to purchase 100,000 shares of the common stock
of the Company (the "Performance-Based Option"). Each of the Time-Based Option
and the Performance-Based Option will have a per share exercise price equal to
the closing price of the Company's common stock on the date of grant. Subject to
potential acceleration upon certain terminations of employment or otherwise
continued service through the applicable scheduled vesting date, the Time-Based
Option will be subject to vesting over four years. The Performance-Based Option
is subject to vesting based on achievement of stock price goals (subject to
potential acceleration of vesting upon certain terminations of employment). Each
of the Time-Based Option and Performance-Based Option will be granted under the
Company's 2021 Inducement Plan (the "Inducement Plan") and otherwise be subject
to the terms and conditions of an option agreement under the Inducement Plan.

The Employment Agreement also provides for the grant of three restricted stock
unit awards to Mr. Soistman. The first restricted stock unit award will cover
60,000 shares of the Company's common stock and will be subject to vesting over
four years, subject to potential acceleration upon certain terminations of
employment (the "Time-Based RSUs"). The second restricted stock unit award will
cover 70,000 shares of the Company's common stock and will be subject to vesting
based on achievement of stock price goals (the "Performance-Based RSUs"). The
third restricted stock unit award will cover 12,500 shares of the Company's
common stock and will vest quarterly over four years (the "Starting RSUs"). Each
of these awards will be granted under the Inducement Plan and otherwise will be
subject to the terms and conditions of a stock unit agreement under the
Inducement Plan.


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If Mr. Soistman's employment is terminated by the Company without cause or if he
voluntarily resigns for good reason, and provided that any such termination
occurs during the period beginning with the date that is four months prior to
and ending on the date 12 months following a change of control of the Company
(the "Change of Control Period"), Mr. Soistman will be entitled to the following
severance payments and benefits: (i) a cash payment in an amount equal to 24
months of his then current annual base salary; (ii) a cash payment in an amount
equal to two times his target cash incentive award for such year; (iii)
Company­paid COBRA premiums for up to 18 months; (iv) 100% vesting of any
outstanding and unvested time-based equity awards; and (v) accelerated vesting
for any Performance-Based Option or Performance-Based RSUs that have satisfied a
stock price goal but for which service-based vesting has not yet been satisfied.

If Mr. Soistman's employment is terminated by the Company without cause or if he
voluntarily resigns for good reason and provided that any such termination
occurs other than during the Change of Control Period, Mr. Soistman will be
entitled to the following severance payments and benefits: (i) a cash payment in
an amount equal to 24 months of his then current annual base salary; (ii) a cash
payment in an amount equal to his target cash incentive award for such year, on
a prorated basis; (iii) Company­paid COBRA premiums for up to 18 months, (iv)
full vesting of the Starting RSUs, and 12 additional months of vesting credit
with respect to the Time-Based Option and the Time-Based RSUs; and (v)
accelerated vesting for any Performance-Based Option or Performance-Based RSUs
that have satisfied a stock price goal, but for which the service-based vesting
has not yet been satisfied.

Mr. Soistman's receipt of the foregoing severance payments and benefits is conditioned on his execution of a release of claims in favor of the Company and its affiliates.



There are no family relationships between Mr. Soistman and any other director or
executive officer of the Company that require disclosure under Item 401(d) of
Regulation S-K. Other than with respect to the Employment Agreement, there are
no transactions between Mr. Soistman or any member of his immediate family, on
the one hand, and the Company or any of its subsidiaries, on the other hand,
that require disclosure under Item 404(a) of Regulation S-K. Furthermore, there
are no arrangements or understandings between Mr. Soistman and any other persons
pursuant to which Mr. Soistman was selected as the chief executive officer or as
a member of the Board.

The foregoing descriptions of the Separation Agreement applicable to Mr.
Flanders and the Employment Agreement applicable to Mr. Soistman are summaries
only and do not purport to be complete. The Company and Mr. Soistman intend to
negotiate and execute a full employment agreement that will supersede the
Employment Agreement. A copy of the final agreements will be filed as an exhibit
to the Company's Quarterly Report on Form 10-Q for the quarter ending September
30, 2021.

On September 23, 2021, the Company issued a press release announcing the appointment of Mr. Soistman. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Adoption of 2021 Inducement Plan



On September 22, 2021, the Company adopted the Inducement Plan, pursuant to
which the Company reserved 410,000 shares of its common stock (subject to
customary adjustments in the event of a change in capital structure of the
Company) to be used exclusively for grants of awards to individuals who were not
previously employees or directors of the Company, other than following a bona
fide period of non-employment, as an inducement material to the individual's
entry into employment with the Company within the meaning of Rule 5635(c)(4) of
the Nasdaq Listing Rules ("Nasdaq Rules"). The Inducement Plan was approved by
the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq
Rules, and the terms and conditions of the Inducement Plan and awards to be
granted thereunder are substantially similar to the Company's
stockholder-approved Amended and Restated 2014 Equity Incentive Plan.

The foregoing description of the Inducement Plan is not intended to be complete
and is qualified in its entirety by reference to the Inducement Plan and the
forms of notice of stock option grant and agreement and notice of stock unit
grant and agreement adopted under the Inducement Plan, copies of which are
attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and
incorporated herein by reference.



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Item 9.01      Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.        Description
99.1                 Press Release of eHealth, Inc. dated September 23, 2021 (    eHealth     Announces
                   Leadership Tra    nsition    )
10.1                 2021 Inducement Plan
10.2                 Form of Notice of Stock Option Grant and Stock Option

Agreement under the 2021


                   Inducement Plan
10.3                 Form of Notice of Stock Option Grant and Stock Option 

Agreement (Performance-Based


                   Vesting) under the 2021 Inducement Plan
10.4                 Form of Notice of Stock Unit Grant and Stock Unit 

Agreement under the 2021


                   Inducement Plan
10.5                 Form of Notice of Stock Unit Grant and Stock Unit 

Agreement (Performance-Based


                   Vesting) under the 2021 Inducement Plan
104                Cover Page Interactive Data File (embedded within the 

Inline XBRL document)

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