Document

この書面契約書（添付ファイルと共に、「」）は、テラドック・ヘルス・インク、デラウェア州法人（「」）からの将来のサービス及び期待される離職に関する相互の理解を反映し、本契約に基づき受け取る賞与や手当を示しています。契約」）との将来のサービス及び離職に関する相互の理解を反映し、本契約に基づき受け取る賞与や手当を示しています。会社「Broadwind」とも称します私たちは」）及び本協定に基づく受給が可能な給与と手当を定めています。

1. 離別手当現在の日付をもって、2024年12月31日のビジネス終了時に辞任する意向を認識し、これを承諾します。これまで会社への貴重な貢献に対し、心より感謝申し上げます。解雇日あなたと会社は、雇用を継続し、離職日まで会社に合意の上で適切な移行サービスを提供する意向であると合意します。移行期間移行期間中は、業務遂行の妨げにならず、利益相反を引き起こさない限り、競合しない取引先で外部のビジネス活動に従事することができます。提供する会社の従業員である限り、過去の慣行に照らして合理的に会社によって運営される会社の経営行動規範、関係者間取引ポリシーおよびその他の関連方針の対象となります。さらに、前述の第(i)項から第(iii)項に係るものについては、過去3年間に作成または取得された文書に限り提供されます。ビジネスの移行期間中、当社は、お客様がMorningside Technology Advisory, LLCのポートフォリオ企業の取締役に参加することに異議を唱えないものとします。解雇日において、御社との雇用関係は全ての側面において終了し、最高執行責任者としての御社への奉仕が終了いたします。皆様と当社とは、皆様の退職に関する全ての内部および外部のアナウンスについて相互に合意いたします。

a. 移行期間中は、引き続き会社の通常の給与計算日に現在の年収を受け取り、現在の補償範囲で会社の福利厚生を利用したり、該当するアワード契約の条件に従って株式交付金に引き続き権利を付与したりできます。誤解を避けるために、また本契約に含まれる反対の規定にかかわらず、会社が2024年12月31日より前にあなたの雇用を終了した場合（本契約の重大な違反が、違反の詳細を記載した書面による通知から10営業日以内に是正されなかった場合を除く）、会社は引き続き本契約（本セクション2（a）に基づくすべての報酬と福利厚生をあなたに支払うものとします、2 (b)、3、4) あたかもあなたの雇用が2024年12月31日に終了したかのように。誤解を避けるために言うと、移行期間中、ここに記載されている内容は、Teladoc Health, Inc.のレベル14退職金制度に基づいて受ける資格のある退職給付を受けることを妨げるものではありません（「退職金制度」）は、雇用契約（以下に定義）の関連規定により修正されたもので、

継続することにより、本覚書の条件に照らし、退職日までの9か月間、次のことが適用されます: (a) 現在の年俸率で基本給を継続して受け取る権利があり、通常どおり会社の給与計算日程に従って支払われることと、(b) 会社は、退職日時点で有効な医療保険の関連者を継続させるために必要なCOBRAプレミアムを支払います。提供する退職日の後、会社のグループ健康（医療、歯科、視力）保険計画のCOBRA継続保険を選択することにより、自身または保険対象の被保険者（自身および扶養家族）のために、COBRAの継続保険計画の支払いがあります。

3. 2024年ボーナスその他の条件に従い、役割ごとに2024年の賞与割合に比例した、役職と時間の期間に基づいたプロレート配分が与えられます。このボーナスは、現金とRE/MAX Holdings株式の組み合わせで支払われます。会社の財務目標またはその他の目標および従業員の事前に設定されたパフォーマンス基準に基づいて、同社の独自の裁量により（2025年3月15日までに）、このボーナスの支払いが決定されます。金額と支払いは、同社の裁量により適切な方針に従って決定されます。ご契約条件に従い、解雇日までの継続的雇用条件を満たす場合、2024年12月31日を終了する業績年度の実績に基づいて、会社の取締役会（以下「”取締役会”）またはその指名者による判断により、最終的な判断が会社の合理的判断能力の範囲内で行われるまで、2025年3月15日までに、現金で支給される年次キャッシュインセンティブボーナスを受け取る権利があります。ボーナス取締役会（以下「”取締役会”）またはその指名者の判断により、2024年12月31日を終了する業績年度の実績に基づいて、会社の合理的判断能力に基づき、それを判断した後10日以内に、遅くとも2025年3月15日までに現金で支払われる予定です。取締役会取締役会（以下「”取締役会”）またはその指名者の判断により、2024年12月31日を終了する業績年度の実績に基づいて、会社の合理的判断能力に基づき、それを判断した後10日以内に、遅くとも2025年3月15日までに現金で支払われる予定です。

b. あなたが解雇日まで会社の従業員であること（セクション2(a)で別途規定される場合を除き、その場合にはこのセクション4(b)に規定された支払いと福利厚生を受ける権利を持ち続けること）、締結から21日以内に記載された一般的なリリース契約書を締結し、締結後7日以内に一般的なリリースの取り消しをしないこと、および（iii）記載された再確認ページを締結すること付録A ここに（以下「期間bローン」という）一般的なリリース）から21日以内に一般的なリリースを締結し、締結後7日以内に一般的なリリースを取り消さないこと、および（iii）記載の再確認ページを締結すること付録B ここに（以下「期間bローン」という）再確認ページ「退職日の21日以内にまたはその日に、会社のいずれかの株式報酬計画の下であなたに付与された未熟熟慮または基づく報酬」のうち、退職日から9か月以内に付与の予定だった全株式または株式ベースの報酬は、ただちに時間ベースの熟慮として行使できるようになります。この9か月間、成績に基づく熟慮条件の対象となる賞は、その成績条件がその期間中に満たされる場合にのみ熟慮する資格があります（「株式熟慮加速特典」”); 提供する「本文に定める内容が当該賞の適用賞契約に記載された最終満了期限を超えさせるものではなく、当該賞を、該当賞契約で定義された変更管理の文脈で同様の方法で処理されるものではない、またはそれ以外の取引のコンテキストで会社の他の上級幹部が有する賞と実質的に同様に扱われないことを妨げるものではありません。具体的な株式補助金のリストに同意しています

口座分離日以降の分割（該当する場合はパフォーマンス条件付き）は以下の通りです。スケジュールI。この段落に定められている以外は、全て未分割の株式付与は分離日をもって喪失されます。本契約に反するものを問わず、現在分割済みであるか今後この段落で明確にされる分割対象となる株式付与は、該当する授与契約の条件と、該当する株式インセンティブ計画または計画によって定められた規定に従いますが、この段落によって修正された内容を考慮する必要がある場合を除きます。

5. 喪失。本契約の第7条、第9条、第10条、第11条及び当該第12条の規定に重大な違反が発生した場合、いつでも、第2(b)、第3 成立適用上の全セクターアンダーの残高金額は受取資格を喪失するものとする（「喪失ペナルティ」喪失ペナルティ）だが、ただし、喪失ペナルティは第7条、第9条、第10条、第11条及び当該第12条におけるいかなる重大な違反に対しても排他的な救済措置ではない。

6. Additional Benefits; Release; Reaffirmation Page. You acknowledge and agree that certain payments and benefits described herein are in excess of the total payments and benefits that you would otherwise be eligible to receive upon your termination of employment, absent this Agreement. In order to induce the Company to enter into this Agreement to provide you these additional benefits, you will (a) sign the General Release as set forth as Appendix A hereto, within 21 days of receipt, (b) not revoke such General Release within the seven-day period as set forth in the General Release and (c) on the Separation Date, or within 21 days thereafter, sign the Reaffirmation Page as set forth as Appendix B hereto and not timely revoke the Reaffirmation Page within the seven-day period as set forth in the General Release. In addition to your execution and non-revocation of the General Release and Reaffirmation Page, as applicable, your continuing entitlement to the payments and benefits described in this Agreement is subject to your continuing compliance in all material respects with the provisions of Sections 7, 9, 10, 11 and 12 of this Agreement as set forth in Section 5 above. You hereby acknowledge that, except as otherwise specifically provided in this Agreement, you will not be entitled to any cash or non-cash consideration or other benefits of any kind from the Company, including any payments or benefits to which you may have been entitled under any of the Company’s equity compensation plans and related award agreements or any other agreement with the Company or any severance plan, policy or agreement of the Company. The Company also agrees that it shall timely execute and deliver the Release and the Reaffirmation Page within the same deadlines applicable to you.

a. Notwithstanding anything to the contrary contained herein or in any other confidentiality provision or agreement to which you may become subject to as a result of your employment with the Company, nothing in this Agreement or otherwise limits your ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (each, a “Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against you for any of the foregoing activities, and nothing in this Agreement requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other Government Agency. Nothing in this agreement precludes you from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or local fair employment practice agency; provided, however, once this Agreement becomes effective, you will not be entitled to receive a monetary award or any other form of personal relief from the Company in connection with any such charge or complaint that you file or is filed on your behalf. Notwithstanding anything to the contrary herein, the Company nonetheless asserts and does not waive its attorney-client privilege over any information appropriately protected by the privilege.

b. Pursuant to the Defend Trade Secrets Act of 2016, you will not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and may use the trade secret information in the court proceeding, if you (x) file any document containing the trade secret under seal and (y) do not disclose the trade secret, except pursuant to court order. Further, in the event that disclosure of Confidential Information was not done in good faith pursuant to the above, you

9. Mutual Non-Disparagement. You and the Company acknowledge and agree that the non-disparagement provision set forth in Section 11 of your Employment Agreement shall remain in full force and effect pursuant to the applicable terms of such provision following the Separation Date. Likewise, the Company shall not at any time, and shall instruct all employees at the salary grade level 13 and above to not, in any way, undertake to disparage, demean, or cast in a false, misleading or negative light, you, or in any other way publish negative statements about you or exhibit an attitude of hostility toward you. This provision shall not preclude either party (or the applicable employee) from (i) providing truthful testimony in response to legal process and (ii) correcting false or misleading statements made about you by the Company or any of its officers or directors on one hand, or correcting false or misleading statements made by you about the Company or any of its subsidiaries and their respective directors, officers and executives on the other.

10. Non-Competition. Provided that the Company complies with its obligations in this Agreement, you agree that during the period between the date of this Agreement and nine (9) months following the Separation Date (the “Restricted Period”), you will not, without the prior written consent of the Board, directly or indirectly, and whether as a principal, investor, employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on, own, manage, operate, participate in or be employed or engaged by, a Competing Business (as defined below) in any jurisdiction in which the Company is then engaged, or at any time during such period becomes or became engaged; provided, however, that nothing herein will limit your right to (a) be employed or engaged by a separate division or operating unit (a “Division”) of a multi-divisional business or enterprise that had at least $100 million in revenue for the last completed fiscal year (such business or enterprise, a “Permitted Enterprise”) if (x) the Division in which you are employed or engaged does not design, develop, distribute, support, market, consult on, license, or sell products or services in the Competing Business, (y) you do not provide services, directly or indirectly, to any other division or operating unit of such Permitted Enterprise that designs, develops, distributes, supports, markets, consults on, licenses, or sells products or services in the Competing Business (such division or operating unit, a “Competitive Division”) and (z) the Competitive Divisions of the Permitted Enterprise, in the aggregate, accounted for less than 20% of the Permitted Enterprise’s consolidated revenues for the last completed fiscal year, and each subsequent quarterly period, prior to your employment or engagement by the Division; (b) have beneficial ownership in, or become employed or engaged by, a private debt, venture capital or private equity investment fund that invests in any portfolio company that engages in a Competing Business so long as you do not have the ability to control or exercise any managerial influence over such portfolio company that engages in a Competing Business; (c) own not more than 1% of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange

Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (d) look for employment or other engagement or (e) enter into any employment or similar agreement; provided that your employment or other engagement in a Competing Business does not commence during the Restricted Period. For purposes of this Agreement, “Competing Business” means any business that is operating in digital health that provides any of the following products or services: (i) virtual urgent or primary care; (ii) virtual behavioral health; (iii) platforms or networked devices for hospital and health systems to provide virtual care; or (iv) chronic condition management. Notwithstanding the foregoing, nothing herein shall prohibit you from acting as a board member or non-employee paid advisor, during the Restricted Period, to a digital health company that had no greater than $250 million in revenue for the last completed fiscal year, provided that you comply with your obligations under Sections 7, 11 and 12 hereunder, which for the avoidance of doubt shall include the covenants set forth in Sections 9 and 10 of the Employment Agreement and the Confidentiality Agreement, provided, further that you may acquire equity in any such company that you act as a board member or non-employee paid advisor to, pursuant to this sentence.

11. Non-Solicit. You agree that during the between the date of this Agreement and nine (9) months following the Separation Date (the “Non-Solicit Period”), you will not directly or indirectly solicit, induce, or encourage any management-level employee of the Company to terminate his or her employment, consulting or other provision of services to the Company. For purposes of this Agreement, “management-level employee” means any employee designated as Vice President and above.

13. Termination. Upon the termination of your employment for any reason, the Company shall pay to you (i) all earned but unpaid base salary through such date of termination; (ii) all accrued but unused vacation as of such date of termination; (iii) reimbursement for all business expenses that you incurred during your employment with the Company in accordance with the Company’s expense reimbursement policy; and (iv) any vested employee benefits in accordance with the terms and conditions with the applicable Company benefit plan or arrangement.

b. No rights or obligations of the Company under this Agreement may be assigned or transferred by it except that such rights and obligations will be automatically assigned or transferred pursuant to a merger, amalgamation, consolidation or other combination in which the Company is not the continuing or resulting entity, or a sale or liquidation of all or substantially all of the Company’s business and assets; provided that the assignee or transferee is the successor to all or substantially all of the business and assets of the Company and expressly assumes the obligations hereunder.

d. You will be entitled, to the extent permitted under applicable law and applicable plans or programs of the Company, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof to the Company. In the event of your death or a judicial determination of your incompetence, references in this Agreement to you will be deemed, where appropriate, to refer to your beneficiary, estate, executor or other legal representative. For the avoidance of doubt, your heirs will receive the payments and benefits set forth in Section 2(b), 3 and 4 in the event of your death.

19. Entire Agreement. This Agreement (along with your equity award agreements (as amended herein) and the Indemnification Agreement) sets forth the entire agreement and understanding relating to your employment relationship with the Company; this Agreement supersedes all prior discussions, negotiations, term sheets, illustrative calculations, proposed arrangements and agreements concerning your employment with the Company and your separation therefrom and may not be amended except by mutual written agreement, executed by you and the Company, that specifically identifies the provisions being amended.

a. The Company represents and warrants that (i) it is fully authorized by action of its Board (and of any other person or body whose action is required) to enter into this Agreement and to perform its obligations under it, (ii) to the best of its knowledge and belief, the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document to which it is a party or by which it is bound and (iii) upon the execution and delivery of this Agreement by you and the Company, this Agreement will be its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. In the event that the foregoing representation is in any respect false, the Company will promptly and fully indemnify you against any liability, loss, expense or obligation that you incur as a result.

individually represented by independent legal counsel of your own selection in reviewing, negotiating and executing the terms of this Agreement, including the General Release and Reaffirmation Page and (B) engaged such independent legal counsel in accordance with California Labor Code Section 925 with the specific intent with full knowledge and understanding and in reliance on your own judgment and any advice provided by such independent legal counsel to designate the substantive laws of the State of New York as the choice of law to be applied to this Agreement, including the restrictive covenants set forth in Sections 7, 9, 10, 11 and 12, the General Release and the Reaffirmation Page, and to designate the State of New York for venue and jurisdiction, and (iii) upon the execution and delivery of this Agreement by you and the Company, this Agreement will be your valid and binding obligation, enforceable against you in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or laws or principles of equity. In the event that the foregoing representation is false in any respect, you will promptly and fully indemnify the Company against any liability, loss, expense or obligation that the Company incurs as a result.

e. Payments under this Agreement will be subject to applicable withholding taxes, deductions and required employee tax contributions. This Agreement is intended to either comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions. This Agreement shall be construed and interpreted in accordance with such intent. In addition, each payment shall be considered a separate payment for purposes of Section 409A of the Code and any termination of employment under this Agreement shall mean a

separation from service as defined in Section 409A of the Code and Treas. Reg. §1.409A-1(h)(1)(ii) (or other similar or successor provision). To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treas. Reg. §1.409A-3(i)(1)(iv) (or any similar or successor provisions). The parties agree to make such other amendments to this Agreement as are necessary to comply with the requirements of Section 409A of the Code if Section 409A of the Code is applicable to this Agreement.

If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service”, and (B) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this subsection (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. In no event shall the timing of your execution of a release of claims, directly or indirectly, result in you designating the calendar year of payment, and if a payment that is subject to execution of a release of claims could be made in more than one taxable year, payment shall be made in the later taxable year.

I, Michael Waters, in consideration of and subject to the performance by Teladoc Health, Inc. (the “Company”), of its obligations under the Letter Agreement, by and between me and the Company, dated as of September 27, 2024 (as amended from time to time, the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and the Company’s direct or indirect owners (collectively, the “Released Parties”) to the extent provided below, subject to Section 7 of the Agreement. I understand that, in consideration thereof, the Company does hereby release and forever discharge, as of the date hereof, me from any and all claims arising out of, or in connection with, my employment with, or separation from, the Company; provided, however, that nothing in the foregoing shall release me from any claim arising from my violation of the Agreement.

1. I understand that any payments or benefits paid to me under the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. Such payment or benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company. I also acknowledge and represent that, subject to the Company’s compliance with the provisions of Sections 2, 3, 4, 13 and 14 of the Agreement, I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company.

2. Except as provided in paragraphs 4 and 12 below and except for the provisions of the Agreement which expressly survive during and following the termination of my employment with the Company, I knowingly and voluntarily (for myself, my spouse, and my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counterclaims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns may have, which arise out of or are connected with my employment with, or my separation or termination from the Company (including any allegation, claim or violation arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act) (the “ADEA”); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local

counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress or defamation; or any claim for costs, fees or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”); provided, however, that nothing in this General Release releases or waives (i) any right or claim I may have to indemnification, advancement of expenses or insurance coverage under the Indemnification Agreement, the bylaws, articles of incorporation, other corporate governance documents or insurance policies of the Company, or applicable law; (ii) any right or claim I may have to vested employee benefits under the terms and conditions of any Company plan; (iii) any claim or rights arising under the Agreement; or (iv) any claims that arise after the date I sign this General Release.

5. I agree that I am waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever, including reinstatement, back pay, front pay, attorneys’ fees (except as set forth in the Agreement) and any form of injunctive relief. Notwithstanding the foregoing, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding.

6. In signing this General Release, I acknowledge and intend that it will be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release will be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, this General Release will serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this

7. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of this General Release and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it. Nevertheless, I hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts.

9. I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I challenge the validity of this General Release other than the validity of the ADEA release. I also agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by me pursuant to the Agreement. For the avoidance of doubt, nothing in this paragraph 9 will prohibit me from enforcing my rights under the Agreement.

10. I agree to reasonably cooperate (with due regard to my personal and professional commitments) with the Company upon the written request of the Board of Directors and/or Chief Executive Officer of the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party, in each case in accordance with the Agreement, and the Company will reimburse me for any reasonable expenses approved by the Company incurred as a result of such internal investigation, proceeding or dispute, and will comply with the terms of the Indemnification Agreement.

I, Michael Waters, have confirmed my understanding and agreement to the commitments set forth in the Letter Agreement, by and between me and Teladoc Health, Inc. (the “Company”), dated as of September 27, 2024 (as amended from time to time, the “Agreement”) as of the date of my execution. This page represents my reaffirmation of the commitments set forth in the Agreement and the General Release attached thereto as Appendix A (the “General Release”) as of the date hereof, and I hereby agree that the general release of claims pursuant to General Release will be extended to cover any act, omission or occurrence occurring up to and including the date hereof.

The Company hereby confirms its understanding and agreement to the commitments set forth in the Agreement as of the date of execution by the Company below. This page represents the Company’s reaffirmation of its commitments set forth in the Agreement and the General Release as of the date hereof, and the Company hereby agrees that the general release of claims pursuant to the General Release will be extended to cover any act, omission or occurrence occurring up to and including the date hereof.

Equity Grant

Grant

Date

Vesting Schedule

Number of Shares Eligible for Vesting in 9 months

Vesting and Settlement Date

2022 Initial Hire RSUs

08/01/2022

Vested 1/3 in August 2023, then quarterly through August 2025

33,960

Promptly Following Separation Date

2023 RSUs

03/03/2023

Vested 1/3 in March 2024, then quarterly through March 2026

18,602

Promptly Following Separation Date

2023 PSUs

(2023 AEBITDA)

03/03/2023

Vesting 1/3 in March 2024 (based on 2023 performance), then quarterly through March 2026

6,339

Promptly Following Separation Date

2023 PSUs

(2024 Revenue)*

03/03/2023

Vesting 2/3 in March 2025 (subject to 2024 performance), then quarterly through March 2026

24,801 (at target; actual between 0% and 200% of target depending on performance)

After performance is determined (March 2025)

2024 RSUs

03/19/2024

Vesting 1/3 in March 2025, then quarterly through March 2027

43,748

Promptly Following Separation Date

2024 PSUs
(2024 AEBITDA)*

03/19/2024

Vesting 1/3 in March 2025 (subject to 2024 performance), then quarterly through March 2027

17,498 (at target; actual between 0% and 200% of target depending on performance)

After performance is determined (March 2025)

2024 PSUs
(2024 FCF)*

03/19/2024

Vesting 1/3 in March 2025 (subject to 2024 performance), then quarterly through March 2027

4,374 (at target; actual between 0% and 200% of target depending on performance)

After performance is determined (March 2025)