Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
OnOctober 11, 2022 ,Bright Health Group, Inc. , (the "Company") issued a press release announcing, among other things, that it will focus on delivering affordable healthcare to aging and underserved populations through its fully aligned care model inFlorida ,Texas andCalifornia , and that it will no longer offer Individual and Family Plan products throughBright HealthCare in 2023, or Medicare Advantage products outside ofCalifornia . As a result of these strategic changes, the Company approved a plan to restructure its workforce and reduce expenses based on its updated business model. In light of the need to retain key employees during this significant transformation, onNovember 15, 2022 , theCompensation and Human Capital Committee of the Board of Directors of the Company approved a broad-based retention program for such employees comprised of an aggregate of approximately 27.4 million restricted stock units ("RSU") to be granted onJanuary 3, 2023 . In accordance with the rules of Item 5.02 of Form 8-K, the Company is disclosing two specific grants below:Name Restricted Stock UnitsG. Mike Mikan , Chief Executive Officer and President 7,624,696Catherine R. Smith , Chief Financial and Administrative Officer 2,806,312 Upon vesting, each RSU represents the right to receive one share of the Company's common stock. The RSUs will be granted under the Company's 2021 Omnibus Incentive Plan (the "Plan"). Subject to the terms and conditions of the Plan and the applicable award agreement, 100% of the RSUs will vest on the second anniversary of the grant date, subject to such award recipient remaining continuously employed by the Company through the such vesting date. The foregoing description of the RSU awards does not purport to be complete and is qualified in its entirety by reference to the Form of Restricted Stock Unit Award Agreement (2022), which is attached as Exhibit 10.1 to this report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Form of Restricted Stock Unit Agreement under theBright Health Group, Inc. 2021 Omnibus Incentive Plan (2022) The cover page from the Current Report on Form 8-K formatted in 104 Inline XBRL.
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