Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 18, 2021, GoHealth, Inc. (the "Company") entered into an amendment to
that certain Employment Agreement ("Employment Agreement") and Executive Common
Unit and Profits Unit Agreement (the "PIU Agreement") with Travis Matthiesen,
the Company's Chief Financial Officer ("CFO"). Mr. Matthiesen will move into a
new role within the Company as Chief Transformational Officer ("CTO"). In this
new role, Mr. Matthiesen will identify and implement programs and processes to
drive efficiencies within the Company. The Company is in the process of
searching for a successor to Mr. Matthiesen. Mr. Matthiesen will continue to
serve as the CFO until a new CFO commences such role, at which time Mr.
Matthiesen will assume the CTO role and assist with the transition.
In his new role, Mr. Matthiesen will continue to receive his current base
salary, participate in the Company's employee benefit plans, receive
reimbursements for reasonable out-of-pocket business expenses, and be entitled
to vacation or paid time off in accordance with applicable Company policy, and
his Company equity awards will continue to vest according to their terms. On the
first year anniversary of the amendment (the "Trigger Date"), Mr. Matthiesen may
decide to terminate his employment with the Company and such termination will
qualify under the Good Reason standard of his Employment Agreement; provided,
however, that, in such instance, the Severance Period shall be six (6) months
and all unvested Service Units shall vest in full upon such termination. In the
event Mr. Matthiesen's employment is terminated by the Company prior to the
Trigger Date (unless terminated with cause), Mr. Matthiesen will be entitled to
all severance rights and equity vesting under his original Employment Agreements
and PIU. Any post-employment payments will be conditioned upon signing a wavier
and release of claims agreement as well as compliance with the Restrictive
Covenant Agreement previously agreed upon between the Company and Mr.
Matthiesen.
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GOHEALTH, INC. 
