Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 10, 2022, Al Gatmaitan submitted his resignation from his position as
Chief Operating Officer of UpHealth, Inc. (the "Company") effective immediately.
In connection with Mr. Gatmaitan's resignation, on January 10, 2022, the
Compensation Committee of the Board of Directors of the Company approved, and
the Company and Mr. Gatmaitan entered into, a Separation Agreement and Release
(the "Separation Agreement"). Under the Separation Agreement, which contains a
customary release of claims in favor of the Company, (i) the Company agrees to
pay Mr. Gatmaitan a severance payment of twenty-five thousand dollars
($25,000.00), less applicable withholdings, which is the equivalent of one month
of Mr. Gatmaitan's base salary in effect on the date of the Separation
Agreement, of which eleven thousand six hundred and fourteen dollars and
sixty-one cents ($11,614.61) has already been paid to Mr. Gatmaitan via payroll
on January 6, 2022, and the remainder will be paid within ten days of
January 18, 2022, so long as the Separation Agreement has not been revoked by
either party before that date (the "Effective Date"), and (ii) restricted stock
units ("RSUs") for 103,627 shares of the total of 310,881 RSUs held by
Mr. Gatmaitan will not be deemed terminated and forfeited by Mr. Gatmaitan upon
his resignation on January 10, 2022, and will vest as of the Effective Date.
The foregoing description is only a summary of the Separation Agreement and is
qualified in its entirety by reference to the full text of the Separation
Agreement, which is filed as Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Item
10.1 Separation Agreement and Release dated January 10, 2022 by and
between UpHealth, Inc. and Al Gatmaitan.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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