Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 22, 2021, SOC Telemed, Inc. (the “Company”)
entered into employment agreements and, severance and change of control severance agreements with Christopher M. Gallagher, M.D. and David
Mikula to provide for the terms of their employment with and separation from the Company. As reported in a Current Report on Form 8-K
filed by the Company with the Securities and Exchange Commission on September 1, 2021, Dr. Gallagher and Mr. Mikula began serving as the
Company’s Chief Executive Officer and Chief Operating Officer, respectively, on September 1, 2021.
Christopher M. Gallagher, M.D.
The Employment Agreement, dated December 20, 2021,
between the Company and Dr. Gallagher provides for at-will employment during an initial three-year term commencing on November 1, 2021,
which may be automatically renewed for one-year terms thereafter. The agreement establishes Dr. Gallagher’s initial annual base
salary of $450,000, and provides that it will be increased to $500,000 effective January 1, 2022. The agreement also provides for eligibility
for an annual target cash incentive bonus of up to 50% of his annual base salary for 2021 (100% for periods after 2022) upon the achievement
of certain performance goals determined by the Board of Directors (the “Board”) or the Compensation Committee of the Board
(the “Compensation Committee”), and to participate in the employee benefit plans maintained by the Company. Pursuant to the
agreement, Dr. Gallagher was granted under the Company’s 2020 Equity Incentive Plan (the “Equity Incentive Plan”) time-based
restricted stock units for 1,080,000 shares of Class A common stock, with a four-year vesting schedule subject to his continuous service,
and performance-based restricted stock units for 720,000 shares of Class A common stock to vest in three equal installments on December
5 of each of 2022, 2023 and 2024, provided that the applicable stock-price performance goal has been achieved by such date (and, if not,
on the date the applicable performance goal is subsequently achieved), subject to his continued employment on each applicable vesting
date and the achievement of the applicable performance criteria. The agreement also entitles Dr. Gallagher to receive in 2023 a mix of
time- and performance-based restricted stock units pursuant to the Equity Incentive Plan with a target value based on the product of (x)
50% multiplied by (y) the appropriate grant date fair value of such award as determined in the Compensation Committee of the Board’s
sole discretion, subject to Dr. Gallagher’s continued employment at the date of the grant on each applicable vesting date and the
achievement of the applicable performance criteria.
The Company also entered into a severance and change
in control agreement with Dr. Gallagher, dated December 22, 2021, and effective November 1, 2021. Pursuant to the severance and change
in control agreement, if Dr. Gallagher’s employment is terminated by the Company without “Cause” or Dr. Gallagher resigns
for “Good Reason” in each case not in connection with the a “Change in Control” of the Company (each term as defined
in the severance and change in control agreement), Dr. Gallagher will be entitled to receive (i) twelve-months’ continuation of
his annual base salary, (ii) any cash incentive compensation bonus earned with respect to the immediately preceding fiscal year, which
remains unpaid on the termination date, (iii) a lump sum severance payment equal to the cash incentive compensation bonus he would have
received in respect of the fiscal year in which his termination occurs, determined based on actual performance levels and prorated, and
(iv) up to twelve months of COBRA coverage at the Company’s sole expense. If Dr. Gallagher’s employment is terminated by the
Company without Cause or if Dr. Gallagher resigns for Good Reason in each case during the one month period prior to (and in connection
with) or the one year period following a Change in Control of the Company, Dr. Gallagher will be entitled to receive (i) a lump sum severance
payment equal to one times his annual base salary, (ii) any cash incentive compensation bonus earned with respect to the immediately preceding
fiscal year, which remains unpaid on the termination date, (iii) up to one year of COBRA coverage at the Company’s sole expense,
(iv) a lump sum severance payment equal to the cash incentive compensation bonus he would have received in respect of the fiscal year
in which his termination occurs, determined based on target performance levels and not prorated, and (v) full acceleration of vesting
of all time-based equity awards. If Dr. Gallagher’s employment terminates due to his death or disability, then in lieu of the above
he or his estate will receive (i) any cash incentive compensation bonus earned with respect to the immediately preceding fiscal year,
which remains unpaid, (ii) a lump sum severance payment equal to the cash incentive compensation bonus he would have been entitled to
receive in respect of the fiscal year in which his termination occurs, determined based on target performance levels and prorated, and
(iii) an extended exercise period of up to one year with respect to any vested stock options held as of his separation date. The severance
payments and benefits described above are each contingent upon Dr. Gallagher’s delivery of a general release of claims in favor
of the Company, compliance with non-solicitation and non-competition restrictions each lasting for one year following a separation for
any reason, and compliance with indefinite confidentiality and non-disparagement obligations following a separation for any reason.
The foregoing description of the principal terms of
Dr. Gallagher’s employment is not complete and is qualified in its entirety by reference to his employment agreement and his severance
and change of control agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated
herein by reference.
David Mikula
The Employment Agreement, dated December 20, 2021,
between the Company and Mr. Mikula provides for at-will employment during an initial three-year term commencing on November 1, 2021, which
may be automatically renewed for one-year terms thereafter. The agreement establishes Mr. Mikula’s initial annual base salary of
$390,000 retroactive to September 1, 2021 and eligibility for annual target cash incentive bonus of up to 60% of his annual base salary,
retroactive to September 1, 2021, upon the achievement of certain performance goals determined by the Board or the Compensation Committee,
and to participate in the employee benefit plans maintained by the Company. Pursuant to the agreement, Mr. Mikula was granted under the
Equity Incentive Plan time-based restricted stock units for 450,000 shares of Class A common stock, with a four-year vesting schedule
subject to his continuous service, and performance-based restricted stock units for 300,000 shares of Class A common stock to vest in
three equal installments on December 5 of each of 2022, 2023 and 2024, provided that the applicable stock-price performance goal has been
achieved by such date (and, if not, on the date the applicable performance goal is subsequently achieved), , subject to his continued
service on each applicable vesting date and the achievement of the applicable performance criteria.
The Company also entered into a severance and change
in control agreement with Mr. Mikula, dated December 22, 2021, and effective November 1, 2021, substantially in the form of the Company’s
standard form of severance and change of control agreement. Pursuant to the severance and change in control agreement, if Mr. Mikula’s
employment is terminated by the Company without “Cause” or Mr. Mikula resigns for “Good Reason” in each case not
in connection with a “Change in Control” of the Company (each term as defined in the severance and change in control agreement),
Mr. Mikula will be entitled to receive (i) six-months’ continuation of his annual base salary if separation occurs before May 1
2023 or twelve-months’ continuation of his annual base salary if separation occurs after May 1, 2023, (ii) any cash incentive compensation
bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on the termination date, (iii) a lump sum severance
payment equal to the cash incentive compensation bonus he would have received in respect of the fiscal year in which his termination occurs,
determined based on actual performance levels and prorated, and (iv) up to six months of COBRA coverage at the Company’s sole expense
if separation occurs before May 1, 2023 (up to twelve months of COBRA coverage if separation occurs thereafter). If Mr. Mikula’s
employment is terminated by the Company without Cause or if Mr. Mikula resigns for Good Reason in each case during the one month period
prior to (and in connection with) or the one year period following a Change in Control of the Company, Mr. Mikula will be entitled to
receive (i) a lump sum severance payment equal to one times his annual base salary, (ii) any cash incentive compensation bonus earned
with respect to the immediately preceding fiscal year, which remains unpaid on the termination date, (iii) up to one year of COBRA coverage
at the Company’s sole expense, (iv) a lump sum severance payment equal to the cash incentive compensation bonus he would have received
in respect of the fiscal year in which his termination occurs, determined based on target performance levels and not prorated, and (v)
full acceleration of vesting of all time-based equity awards. If Mr. Mikula’s employment terminates due to his death or disability,
then in lieu of the above he or his estate will receive (i) any cash incentive compensation bonus earned with respect to the immediately
preceding fiscal year, which remains unpaid on the termination date, (ii) a lump sum severance payment equal to the cash incentive compensation
bonus he would have been entitled to receive in respect of the fiscal year in which his termination occurs, determined based on target
performance levels and prorated, and (iii) an extended exercise period of up to one year with respect to any vested stock options held
as of his separation date. The severance payments and benefits described above are each contingent upon Mr. Mikula’s delivery of
a general release of claims in favor of the Company, compliance with non-solicitation and non-competition restrictions each lasting for
one year following a separation for any reason, and compliance with indefinite confidentiality and non-disparagement obligations following
a separation for any reason.
The foregoing description of the principal terms of
Mr. Mikula’s employment is not complete and is qualified in its entirety by reference to his employment agreement and his severance
and change of control agreement, copies of which are attached hereto as Exhibit 10.3 and Exhibit 10.4, respectively, and incorporated
herein by reference.