Item 5.02 Departure of Directors or Certain Officers: Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 12, 2021, Tabula Rasa HealthCare, Inc. (the "Company") filed a
Current Report on Form 8-K (the "Original 8-K") announcing the appointment of
Brian W. Adams as Co-President of the Company effective as of November 8, 2021
(the "Appointment"). In accordance with Instruction 2 to Item 5.02 of Form 8-K,
the Company is filing this Amendment No. 1 to the Original 8-K (this "Amendment
No. 1") to provide information regarding material changes to Mr. Adams'
compensation arrangements as a result of the Appointment (the "Compensation
Changes"), which arrangements had not been determined at the time of the filing
of the Original 8-K. The Compensation Changes, as described below, were approved
by the Compensation Committee (the "Committee") of the Company's Board of
Directors on December 14, 2021 and will be retroactively effective to the date
of the Appointment.
In connection with the Appointment, Mr. Adams' annual base salary was increased
from $400,000 to $450,000 and his target bonus under the Company's Annual
Incentive Plan was increased from 60% to 75% of his annual base salary, which
target amount increase will be pro-rated for the remainder of 2021.
Additionally, in the first quarter of 2022, consistent with prior years, Mr.
Adams will be eligible to receive an equity award, the value of which shall be
determined by the Committee in connection with the annual management equity
grants based on his new role as Co-President.
The Committee also approved certain changes to Exhibit A of Mr. Adams' existing
Change-in-Control and Severance Agreement, dated as of January 1, 2018 (the "CIC
Agreement"). Specifically, in addition to reflecting the above noted
Compensation Changes, in connection with the Appointment, Mr. Adams' Term of
Severance, Change in Control Severance Term, and COBRA Length of Coverage
Payment (each as defined in the CIC Agreement) were each increased from eighteen
months to twenty-four months, which align with the terms of the other
Co-President's Change-in-Control and Severance Agreement.
The foregoing description of the CIC Agreement and Exhibit A thereto is
qualified by reference to the full text of the CIC Agreement, including the
exhibits thereto, a copy of which will be attached as an exhibit to the
Company's Annual Report on Form 10-K for the year ending December 31, 2021.
Except as expressly set forth herein, this Amendment No. 1 does not amend the
Original 8-K in any way and does not modify or update any other disclosures
contained in the Original 8-K. This Amendment No. 1 supplements the Original 8-K
and should be read in conjunction with the Original 8-K.
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TABULA RASA HEALTHCARE, INC. 
