Amwell Makes Grants to New Employees Under Inducement Plan

Amwell® (NYSE: AMWL), a leader in digital care, today announced that, on November 4, 2024, it made a grant of restricted stock units (“RSUs”) covering 254,227 shares of its Class A common stock to Mark Hirschhorn. The grant was offered as material inducement to Mr. Hirschhorn’s employment as Amwell’s chief financial officer. The RSUs become vested as follows, subject to Mr. Hirschhorn’s continued employment through each vesting date, except as noted below: 25% of the RSUs vested on the grant date, and the remaining 75% of the RSUs will vest in substantially equal quarterly installments over a three-year period, starting on the one-year anniversary of the grant date, with the first vesting date for the remaining 75% portion occurring on the first day of the first month following the 15-month anniversary of the grant date and with subsequent vesting dates occurring on each three-month anniversary thereof until such RSUs are fully vested on the four-year anniversary of the grant date. In addition, Mr. Hirschhorn is eligible for an additional grant with a total value of up to $5,000,000. The additional grant will vest in substantially equal annual installments on each of the first four anniversaries of Mr. Hirschhorn’s employment start date, provided that Mr. Hirschhorn remains employed by the company through the applicable vesting date and applicable EBITDA targets and appreciation of company valuation targets, in each case, as determined by Amwell’s board of directors or the compensation committee of the board of directors in its sole discretion, are achieved. The additional grant, to the extent it becomes vested, will be settled in cash, unless and to the extent the board of directors or the compensation committee of the board of directors determines in its sole discretion that it will be settled in shares of Class A common stock or other property. As set forth in Mr. Hirschhorn’s employment agreement, if Mr. Hirschhorn’s employment is terminated by the company without cause or by Mr. Hirschhorn with good reason, conditioned on Mr. Hirschhorn’s execution and non-revocation of a release of claims, the aforementioned grants will vest as to the portion that would have vested had Mr. Hirschhorn remained employed by the company through the first anniversary of his termination date. In addition, if the involuntary termination of employment occurs one month before or within 24 months following a change in control, the aforementioned grants will fully vest at the time of termination.

In addition, on November 4, 2024, Amwell made a grant of RSUs covering 5,084 shares of its Class A common stock to two new employees. The grants were offered as material inducement to the employees’ employment with Amwell. The RSUs become vested as follows, subject to the applicable employee’s continued employment through each vesting date: 25% of the RSUs will vest upon the first anniversary of the grant date (“Initial Vesting Date”), and the remaining 75% of such RSUs will vest in equal pro rata increments every three months thereafter (beginning on the first calendar day of the month following the date that is three months following the Initial Vesting Date) for three years until such RSUs are vested in full.

The grants described in this press release were approved by the Compensation Committee of the Amwell’s Board of Directors pursuant to the Amwell’s Inducement Plan and made in reliance on the employment inducement exemption under the NYSE’s Listed Company Manual Rule 303A.08. Amwell is issuing this press release pursuant to Rule 303A.08.

About Amwell

Amwell is a leading hybrid care, delivery enablement platform in the United States and globally, connecting and enabling providers, payers, patients, and innovators to deliver greater access to more affordable, higher quality care. Amwell believes that hybrid care delivery will transform healthcare. We offer a single, comprehensive platform to support all digital health needs from urgent to acute and post-acute care, as well as chronic care management and healthy living. With nearly two decades of experience, Amwell powers the digital care of more than 50 health plans, which collectively represent more than 100 million covered lives, and many of the nation’s largest health systems. For more information, please visit https://business.amwell.com/. 

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