Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2022 (the "Effective Date"), and in accordance with a succession
plan previously discussed and approved by the Board of Directors (the "Board")
of MultiPlan Corporation (the "Company"), Mr. Mark Tabak, Chief Executive
Officer of the Company and member and Chairman of the Board, delivered his
resignation as Chief Executive Officer to the Company, effective immediately, to
be succeeded by Mr. Dale White. The resignation of Mr. Tabak from his role as
Chief Executive Officer was not the result of any disagreement with the Company,
the Company's management, or any other member of the Board and Mr. Tabak will
continue to serve on the Board as Chairman. The Company disclosed the terms of
Mr. Tabak's compensation arrangements following his resignation in a Current
Report on Form 8-K filed with the Securities and Exchange Commission on August
6, 2021.
Effective as of the Effective Date, the Board, in light of the above transition
and on the recommendation of the Nominating and Corporate Governance Committee
(the "Nominating Committee"), increased the size of the Board from eleven (11)
to twelve (12) directors (the "Board Size Increase").
On the Effective Date, the Board, on the recommendation of the Nominating
Committee, appointed Mr. White as Chief Executive Officer to succeed Mr. Tabak
and as a Class III Director of the Board to fill the vacancy created by the
Board Size Increase, to serve as a director until the Company's annual meeting
of stockholders to be held in 2023 and until his successor has been duly elected
and qualified, or until his earlier death, resignation, retirement,
disqualification or removal. Mr. White was previously the Company's President
and Chief Operating Officer and he will continue to serve as President in
addition to his new appointment as Chief Executive Officer.
On January 31, 2022, in light of the above transition, the Compensation
Committee of the Board (the "Compensation Committee") approved Mr. White's
employment agreement (the "Employment Agreement"), which terminated Mr. White's
previous employment agreement dated as of May 5, 2016, to reflect the changes in
his position and duties and other compensation and benefits. The Employment
Agreement provides for an initial three-year term, beginning on January 31,
2022, with automatic renewal of the employment term for successive one-year
periods thereafter.
Pursuant to the Employment Agreement, Mr. White is entitled to:
• an annual base salary of $750,000, subject to adjustment by the Compensation
Committee from time to time; provided that no decrease may be made except a
proportionate decrease made in connection with Company-wide salary reductions
for senior executives, as determined by the Board;
• an annual bonus opportunity with a target amount equal to 125% of his annual
base salary, with the annual bonus awards opportunity based on the achievement
of performance goals established by the Compensation Committee; and
• beginning in 2022, an annual equity grant having a grant date fair value of
not less than $6,000,000, in the same form and proportion of award type and with
the same vesting conditions as applicable to other similarly situated executive
officers receiving grants at the same time, as determined by the Compensation
Committee; provided, that, upon a Qualifying Retirement (as defined in the
Employment Agreement) the portion of Mr. White's outstanding annual equity
awards that would have vested on or prior to the first anniversary of the date
of termination but for such Qualifying Retirement shall immediately vest.
In addition, on the Company's first trading day following the Company's February
2022 earnings release, the Company shall grant to Mr. White a number of stock
options having a Black-Scholes value equal to $3,000,000, which shall consist
of: (i) stock options with a value equal to $1,000,000 with an exercise price
equal to $7.50, (ii) stock options with a value equal to $1,000,000 with an
exercise price equal to $10.00 and (iii) stock options with a value equal to
$1,000,000 with an exercise price equal to $12.50. The stock options shall vest
over a four-year period from the Effective Date, in substantially equal annual
installments, subject to his continued employment and the terms and conditions
of the Company's 2020 Omnibus Incentive Plan and the award agreement evidencing
such grant.
In the event of a termination of employment by the Company without "cause" (as
defined in the Employment Agreement), by Mr. White for "good reason" (as defined
in the Employment Agreement), or as a result of non-extension of the term of the
Employment Agreement by the Company, in each case, subject to his execution of a

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general release of claims in favor the Company and continued compliance with the
restrictive covenants set forth in the Employment Agreement, Mr. White will
receive: (i) a cash payment equal to 1.5 times the sum of his annual base salary
and target bonus opportunity, payable in 18 equal monthly installments, (ii) a
cash payment equal to the product of (A) the greater of (x) his annual bonus
paid in the fiscal year prior to the year of termination and (y) his target
bonus opportunity, multiplied by (B) a fraction, the numerator of which is the
number of days elapsed from the commencement of such fiscal year through the
date of termination and the denominator of which is 365 (or 366, as applicable),
payable in a lump sum and no later than the 30th day following the date of
termination, and (iii) payment of, or reimbursement for, COBRA premiums for a
period ending on the earlier of 18 months following the termination date and the
date he obtains other employment that offers group health benefits.
Pursuant to the terms of the Employment Agreement, Mr. White is subject to
non-competition and non-solicitation covenants that apply during his employment
and 18 months following termination of employment with the Company, as well as
indefinite covenants of confidentiality and non-disparagement.
The description in this Current Report on Form 8-K of the Employment Agreement
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Employment Agreement, which is filed herewith as Exhibit
10.1, and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On January 31, 2022, the Company issued a press release announcing the foregoing
transition, including the appointment of Mr. White as Chief Executive Officer to
succeed Mr. Tabak and Mr. Tabak's continued service on the Board as Chairman.
The press release is filed as Exhibit 99.1 hereto and incorporated herein by
reference.
On the Effective Date, upon the recommendation of the Nominating Committee, the
Board approved revisions to the Company's Investor Rights Agreement increasing
the number of directors on the Board and creating the role of Non-Executive
Chairman of the Board. A copy of the amendment to the Investor Rights Agreement
is filed as Exhibit 10.2 hereto and incorporated herein by reference.
The information, including the press release, furnished under this Item 7.01
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, and shall not be deemed incorporated by
reference into any other filing by the Company under the Exchange Act or the
Securities Act of 1933, as amended, except as otherwise expressly stated in such
filing.
A copy of the press release discussing these matters is also filed herewith as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits
The following exhibits are included in this Form 8-K:
          10.1     Employment Agreement dated January 31, 2022, by and between
                   Multiplan Corporation and Dale White.
          10.2     Amendment No. 1 to Investors Rights Agreement dated as of January
                   31, 2022, by and between MultiPlan Corporation and the other
                   parties thereto.
          10.3     Form of Stock Award Agreement under the 2020 Omnibus Incentive
                   Plan.
          99.1     Press Release, dated January 31, 2022, announcing the new Chief
                   Executive Officer of the Company and Board Role Transitions.
          104      Cover Page Interactive Data File (the cover page XBRL tags are
                   embedded in the Inline XBRL document).

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