FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), by and between LifeStance Health Group, Inc. (the “Company”), a Delaware corporation with its principal place of business in Scottsdale, Arizona, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Executive”), is entered into effective March 3, 2025 (the “Amendment Effective Date”) and amends the Employment Agreement, dated September 7, 2022, between the Company and the Executive (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
W I T N E S S E T H
WHEREAS, the Company and the Executive previously entered into the Agreement;
WHEREAS, Section 20 of the Agreement provides that the Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly authorized representative of the Company; and
WHEREAS, the Company desires to continue to employ the Executive and, effective as of the Amendment Effective Date, to transition the Executive to the position of Executive Chairperson of the Board of Directors, and the Executive desires to accept such continued employment, subject to the terms and conditions set forth in the Agreement, as amended by this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Agreement is hereby amended effective as of the Amendment Effective Date as set forth in this Amendment:
“The Executive shall serve the Company as an executive employee and the Executive Chairperson of the Board of Directors of the Company (the ‘Board of Directors’). In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates (as hereinafter defined) if so elected or appointed from time to time.”
“In addition, subject to the requirement for a release of claims as provided in Section 5(i) below, in the event of such termination, any unvested and outstanding time-vesting equity awards held by Executive as of such termination that were scheduled to vest in the twelve (12) month period immediately following such termination (without regard to any accelerated vesting) shall vest in full as of such termination and any performance-vesting equity awards held by the Executive as of such termination shall remain outstanding and eligible to vest based on actual performance for twelve (12) months following such termination and shall vest to the same extent such performance-based equity awards would have vested based on actual performance had the Executive remained employed for such period.”
“In addition, subject to the requirement for a release of claims as provided in Section 5(i) below, in the event the Executive retires by mutual agreement with the Board of Directors (excluding the Executive), any unvested and outstanding time-vesting equity awards held by Executive as of such termination that were scheduled to vest in the twelve (12) month period immediately following such termination (without regard to any accelerated vesting) shall vest in full as of such termination and any performance-vesting equity awards held by the Executive as of such termination shall remain outstanding and eligible to vest based on actual performance for twelve (12) months following such termination and shall vest to the same extent such performance-based equity awards would have vested based on actual performance had the Executive remained employed for such period.”
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[Signature page follows immediately.]
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IN WITNESS WHEREOF, this Amendment has been executed as a sealed instrument by the Company, by its duly authorized representative, and by the Executive, as of the date first above written.
THE EXECUTIVE: |
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇ |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇▇ |
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Title: |
Chief Legal Officer, Vice President and Secretary |
[Signature Page to First Amendment to Employment Agreement]