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.

Amendment to Employment Agreement for Kathy Weiler

On August 16, 2024, American Well Corporation (the "Company") entered into an amendment (the "Weiler Amendment") to the existing Employment Agreement, dated as of April 17, 2023, with Kathy Weiler (Chief Commercial & Growth Officer) (the "Weiler Employment Agreement"). The Weiler Amendment provides that, as long as Ms. Weiler does not accept a new position with the Company at any time prior to her termination date, if Ms. Weiler's employment is terminated by Ms. Weiler without Good Reason (as defined in the Weiler Employment Agreement)) on or any time after June 1, 2025, Ms. Weiler will be entitled to receive the following: Accrued Compensation (as defined in the Employment Agreement) through the date of termination of her employment; any earned but unpaid annual bonus amounts; a pro rata annual bonus for the year in which Ms. Weiler's employment terminates (based on actual performance); one year of her base salary, to be paid in equal installments over a one-year period; each unvested equity award held by Ms. Weiler at the time of termination will vest as to the portion that would have vested had Ms. Weiler remained employed by the Company through the first anniversary of her termination date (and will otherwise be governed by the terms of the applicable plan and/or award agreement); and COBRA benefits for a one-year period following the date of termination. To the extent applicable, such payments are subject to reduction so that they will not be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code. The Company agreed to reimburse Ms. Weiler for her legal fees up to $15,000 in the aggregate in connection with the preparation of the Weiler Amendment.

The foregoing summary description of the Weiler Amendment is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Weiler Amendment, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.