LifeStance Health Group Inc.

07/03/2024 | Press release | Distributed by Public on 07/03/2024 14:32

Management Change/Compensation Form 8 K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of June 30, 2024 (the "Separation Date"), Danish Qureshi's employment as President and Chief Operating Officer of LifeStance Health Group, Inc. ("LifeStance" or the "Company") terminated. In connection with his termination of employment, Mr. Qureshi entered into a separation agreement with the Company (the "Separation Agreement").

Pursuant to the Separation Agreement, upon his termination of employment on the Separation Date, subject to his execution of a general release of claims in favor of the Company and its affiliates and his continued compliance with his restrictive covenant obligations, Mr. Qureshi will receive the following payments and benefits: (i) continued payment of his base salary for a period of eighteen (18) months following the Separation Date; (ii) Mr. Qureshi's outstanding performance-based restricted stock award, time- and performance-based restricted stock unit awards granted in 2022, 2023, and 2024, and stock options granted on September 7, 2022 will remain outstanding and eligible to vest pursuant to their terms for eighteen (18) months following the Separation Date notwithstanding Mr. Qureshi's termination of employment; (iii) Mr. Qureshi's outstanding time-based restricted stock unit award granted in 2021 will remain outstanding and eligible to vest on June 9, 2024 notwithstanding Mr. Qureshi's termination of employment; and (iv) all of Mr. Qureshi's outstanding equity awards that do not vest in accordance with clauses (ii) - (iii) of this sentence will remain outstanding for a period of twenty-four (24) months following the Separation Date and will be eligible for the treatment set forth in the Company's Severance and Change in Control Policy or the applicable award agreement upon a change in control of the Company occurring within such twenty-four (24)-month period (or a letter of intent that results in a change in control is executed during such period). In addition, Mr. Qureshi's stock options that are vested as of the Separation Date or that become vested following the Separation Date in accordance with the Separation Agreement will remain exercisable for twenty-seven (27) months following the Separation Date (or until the stock option's expiration date, if earlier). Pursuant to the Separation Agreement, Mr. Qureshi agreed that until the first anniversary of the Separation Date, Company equity owned by Mr. Qureshi will remain subject to certain transfer restrictions.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Qfor the quarter ended June 30, 2024.