Document

This Omada Health, Inc. Executive Bonus Plan (the “Plan”) is intended to provide an incentive for achievement of annual corporate and/or individual goals and to motivate eligible executives of Omada Health, Inc. (the “Company”) and its subsidiaries toward high achievement and solid business results, to tie their goals and interests to those of the Company and its stockholders, and to enable the Company to attract and retain employees. The Plan is for the benefit of Eligible Employees (as defined below) and shall be implemented in consecutive annual performance periods (each a “Performance Period”) commencing on January 1, 2026 (the “Effective Date”).

The Compensation Committee of the Board of Directors of the Company (the “Committee”) shall determine which executive officers of the Company and its subsidiaries shall be eligible to participate in the Plan for a given Performance Period (the “Eligible Employees”). Participation in the Plan is in the sole discretion of the Committee. Accordingly, an Eligible Employee who is a participant in the Plan is in no way guaranteed or assured of being selected for participation in any subsequent Performance Period.

(a)An Eligible Employee may receive a bonus payment under the Plan based upon attainment of corporate performance objectives established for the Performance Period by the Administrator and/or Eligible Employee attainment of individual performance objectives (if any) established for the Performance Period by the Committee (the “Performance Goals”). The Administrator shall determine a level of attainment for each Performance Goal, may specify “threshold,” “target” and “stretch” levels of achievement, may specify that a Performance Goal is merely subject to achievement or not or may specify that a Performance Goal shall be subjectively determined by the Administrator and, if applicable, shall specify the applicable percentage achievement corresponding to each level of attainment, including, if applicable, any intermediate levels of attainment (the “Achievement Level Factor”). The weighting of each Performance Goal shall also be specified by the Administrator, and the aggregate weightings may exceed 100%.

(b)The amount of bonus that can be earned by any Eligible Employee during the Performance Period shall be based on the Eligible Employee’s target bonus percentage (“Target Bonus Percentage”), which shall be established by the Administrator and expressed as a percentage of the Eligible Employee’s base salary. Unless determined otherwise by the Administrator, in its sole discretion, the maximum amount payable to any Eligible Employee shall be one-hundred fifty percent (150%) of such Eligible Employee’s Target Bonus Percentage in any given Performance Period.

(c)Each Eligible Employee’s bonus will be determined based on the Company’s and/or the Eligible Employee’s achievement of the Performance Goals, which shall be weighted as determined by the Administrator in its sole discretion (the “Performance Mix”).

(d)As soon as administratively practicable following the end of the applicable Performance Period, the Administrator shall determine the achievement level of each Performance Goal for each Eligible Employee for the full Performance Period. The corporate and individual performance component for each Eligible Employee (the “Performance Component”) shall be the sum of the amount for each Performance Goal calculated by multiplying (1) the Achievement Level Factor for the applicable Performance Goal times (2) the weighting for such Performance Goal times (3) the Target Bonus Percentage for the Eligible Employee times (4) the Eligible Employee’s annual base salary and (5) any proration applied based on an Eligible Employee’s new hire date or any other change in position, as determined by the Administrator.

(e)An Eligible Employee’s actual bonus payment (“Bonus Payment”) for a given Performance Period will be weighted according to the Eligible Employee’s Performance Mix and calculated based on the Performance Component and, in the discretion of the Administrator, adjusted based on its and/or the Committee's assessment of individual performance (the “Discretionary Component”) determined by the Administrator and/or the Committee through consideration of such Eligible Employee’s individual performance and contribution during the Performance Period relative to others in their organization. For the avoidance of doubt, the achievement of the Discretionary Component can be less than, equal to or greater than 100% and can act to reduce (including to zero) or increase the Bonus Payment for an Eligible Employee, as determined in the Administrator’s discretion. The Administrator will also have the authority to consider such Eligible Employee’s performance and contribution relative to all Company employees at the same level in determining an individual’s actual final Bonus Payment. Unless otherwise determined by the Administrator, Eligible Employees who are on a performance improvement plan at the time bonuses are determined hereunder shall not be entitled to a Bonus Payment.

(f)Subject to Section 2 hereof, the Administrator may, in its sole discretion and at any time, (i) pay bonuses (including, without limitation, discretionary bonuses) to Eligible Employees under the Plan based upon such other terms and conditions as the Administrator may in its discretion determine, (ii) increase, reduce, or eliminate any bonus otherwise payable under the Plan, and/or (iii) establish or modify Performance Periods. The Administrator may determine the amount of any reduction on the basis of such factors as it deems relevant and shall not be required to establish any allocation or weighting with respect to the factors it considers.

(g)Subject to applicable law, the payment of a bonus to an Eligible Employee with respect to the Performance Period shall be conditioned upon the Eligible Employee’s employment by the Company on the date such payment is made; provided, however, that the Administrator may make exceptions to this requirement, in its sole discretion, including, without limitation, in the case of an Eligible Employee’s termination of employment, retirement, death, or disability. Payment of bonuses to Eligible Employees shall be made as soon as practicable, as determined by the Administrator after the end of the Performance Period.

Nothing in the Plan shall interfere with or limit in any way the right of the Company or any of its affiliates to terminate any Eligible Employee’s employment or service at any time, with or without cause. Except as may otherwise be provided by applicable law or a binding written agreement entered into between the Company and any Eligible Employee, an Eligible Employee’s employment with the Company and its affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a performance period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as an Eligible Employee.

The rights of Eligible Employees under the Plan shall be unfunded and unsecured. Amounts payable under the Plan are not and will not be transferred into a trust or otherwise set aside. Neither the Company nor any subsidiary shall be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any bonus under the Plan.

No rights of any Eligible Employee to payments of any amounts under the Plan shall be sold, exchanged, transferred, assigned, pledged, hypothecated, or otherwise disposed of other than by will or by laws of descent and distribution, and any such purported sale, exchange, transfer, assignment, pledge, hypothecation, or disposition shall be void.

It is intended that the payments under this Plan comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of Treasury regulations and other interpretive guidance issued thereunder (“Section 409A”), including without limitation any such regulations or other guidance that may be issued after the Effective Date. Accordingly, to the maximum extent permitted, this Plan shall be interpreted to be in compliance with Section 409A, and any payment hereunder shall be made in compliance with or pursuant to an exemption from Section 409A.