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Exhibit 10.13

CONFIDENTIAL

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”), dated as of

January 1, 2026 (the “Effective Date”), is entered into by and between Jeffrey Schwaneke (the

“Executive”) and agilon health, inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company desires to continue to employ Executive as its Chief Financial

Officer, and Executive desires to continue to provide services to the Company in such capacity,

pursuant to the terms set forth in this Agreement; and

WHEREAS, Executive is currently a party to an Employment Agreement with the

Company dated as of June 3, 2024 (the “Prior Employment Agreement”), and this Agreement is an

amendment and restatement of the Prior Employment Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained

herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Nature of Employment

During the Term of Employment (as defined below), the Company shall employ

Executive, and Executive agrees to be employed, as the Chief Financial Officer of the Company

and in such position to perform the duties and responsibilities commensurate with such position

and as may be reasonably assigned to Executive from time to time by the Company. During the

Term of Employment (as defined below), Executive shall report to the Chief Executive Officer

of the Company (the “CEO”).

2.Extent of Employment

(a)During the Term of Employment, Executive shall perform his obligations

hereunder faithfully and to the best of his ability at the place of employment provided in Section

2(d), as directed pursuant to Section 1, and shall abide by the policies from time to time

established by the Company.

(b)During the Term of Employment, Executive shall devote all of his business time,

energy and skill as may be reasonably necessary for the performance of his duties,

responsibilities and obligations hereunder (except for vacation periods and reasonable periods

of illness or other incapacity).

(c)As of the date hereof, other than those previously disclosed, Executive does not

have any ownership interests (other than ownership of less than 1% of the outstanding stock of a

publicly-traded company) or professional relationships with (whether as an employee, director,

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CONFIDENTIAL

officer, consultant or advisor, and whether or not for compensation) or professional

commitments to any person or entity (other than the Company and its affiliates) and will not

have additional ownership interests, commitments or professional relationships without first

receiving prior approval from the Company’s board of directors.

(d)During the Term of Employment, the principal place of Executive’s employment

shall be in his home office, with travel as necessary or appropriate to all Company offices

where Company personnel are located.

(e)Executive previously executed the Company’s Confidential Information Policy

and Procedure (the “Confidentiality Policy”).  The Confidentiality Policy continues in effect.

3.Term of Employment; Termination

(a)The “Term of Employment” shall be from the Effective Date and continuing until

Executive’s employment is terminated by the Company pursuant to Section 3(b) or by

Executive pursuant to Section 3(c).

(b)Subject to the payments contemplated by Section 3(f), Executive’s employment

may be terminated at any time by the Company:

(i)upon the death of Executive;

(ii)in the event that, because of physical or mental disability, Executive is

unable to perform, and does not perform, in the opinion of the Company

and as certified in writing by a competent medical physician selected by

the mutual agreement of the Company and Executive or his legal

representative, his duties hereunder for a period of 180 days out of any

270-day period (“Disability”);

(iii)for Cause; or

(iv)for any other reason or no reason, it being understood that no reason shall

be required for termination of Executive’s employment.

Executive acknowledges that nothing contained herein or otherwise stated by or on behalf of the

Company modifies or amends the right of the Company to terminate Executive at any time,

with or without Cause. Termination shall become effective upon death or the delivery by the

Company to Executive of notice specifying such termination and the reasons therefor (i.e.,

Sections 3(b)(ii) – (iv)) subject to any requirement for advance notice and an opportunity to

cure provided in this Agreement, if and to the extent applicable.

(c)Subject to the payments contemplated by Section 3(f), Executive’s employment

may be terminated at any time by Executive:

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(i)upon the death of Executive;

(ii)in the event of Disability; or

(iii)for any other reason or no reason (a “Voluntary Termination”).

(d)As used in this Agreement, “Cause” shall mean any of the following:

(i)Executive’s conviction of (or entering a plea of guilty, nolo contendere,

or a similar plea to) a crime involving moral turpitude, embezzlement,

fraud, conversion of property or false statements or other similar acts or

any other felony;

(ii)Executive’s gross negligence or continued willful failure (other than by

reason of death or Disability) to perform his material employment-related

duties for the Company and its subsidiaries;

(iii)Executive’s violation of a material provision of any written Company

policy as in effect from time to time that has been communicated to

Executive, which violation (if reasonably capable of a cure) is not cured

within 30 days after the Company delivers written notice to Executive

that identifies and describes the alleged violation in reasonable detail (the

“Cure Period”);

(iv)Executive’s material breach of any written agreement with the Company

or any of its affiliates to which Executive is a party or by which

Executive is bound (including, but not limited to, this Agreement and the

Confidentiality Policy which breach (if reasonably capable of a cure) is

not cured within the Cure Period;

(v)Executive’s breach of Section 2(c) or the last sentence of Section 8; or

(vi)Executive engaging in conduct that causes material harm to the name,

reputation or business interests of the Company, or any of its respective

affiliates, including any affiliated independent physician association.

(e)For purposes of this provision:

(i)(A) no act or failure to act on the part of Executive shall be considered

“willful” unless it is done, or omitted to be done, by Executive in bad faith

or without reasonable belief that Executive's action or omission was in the

best interests of the Company and (B) any act, or failure to act, based upon

authority given pursuant to a resolution duly adopted by the board of

directors of the Company or upon the advice of counsel for the Company

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shall be conclusively presumed to be done, or omitted to be done, by

Executive in good faith and in the best interests of the Company.

(ii)A termination for Cause shall be deemed to include a determination by the

Company within 90 days following Executive’s Voluntary Termination

that circumstances existed prior to such termination for the Company to

have terminated Executive’s employment for Cause; provided that in such

event Executive shall first be provided with any applicable cure rights to

the extent available; and provided, further, that this sentence shall not

apply to any circumstances actually known to the CEO 60 or more days

prior to the date of such termination.

(f)Executive shall be entitled to certain payments upon termination of his

employment with the Company, as follows:

(i)In the event Executive’s employment is terminated for any reason,

Executive shall be entitled to receive his Base Salary through the effective

date of termination (to the extent not previously paid), any accrued

benefits unpaid as of the effective date of termination, any expense

reimbursements related to expenses reimbursable hereunder that are

incurred through the effective date of termination and not previously paid,

and other benefits required by law to be provided to him after termination

of employment (and, if applicable as provided in Section 4(b), any annual

bonus for fiscal year 2027 if such termination of employment occurs 18

months or more after the Effective Date and before the time such fiscal

year 2027 bonus was otherwise paid), in each case when paid according to

the Company’s applicable lawful policies and standard practices and the

lawful terms of this Agreement (the “Base Termination Compensation”).

(ii)In the event Executive’s employment is terminated by the Company for

any reason other than for Cause (and for the avoidance of doubt not

death or Disability), then Executive shall be entitled to (A) the Base

Termination Compensation, (B) if the effective date of such termination of

employment is before the date that is 18 months after the Effective Date,

severance pay equal to 12 months of Executive’s base salary and target

annual bonus, at the rate from the Company in effect at the effective time

of termination, to be paid in equal installments over 12 months on the

Company’s normal payroll dates following the date of termination, except

that the first installment of such payment shall be paid on the 60th day

following the termination date and shall include all installments that

would have been paid if the release of claims referred to in Section 3(h)

had been effective at the date of termination, and (C) any Covered Equity

Awards (as such term is defined below) shall be treated, for vesting and

exercise purposes, as though Executive had remained employed with the

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Company through the applicable vesting schedule (for clarity, with the

vesting of any PSUs remaining subject to the achievement of the

applicable performance goal(s) during the applicable performance

period(s)).  There will be no additional amounts owing by the Company

to Executive from and after a termination of Executive’s employment of

the nature contemplated by this clause of Section 3(f).  This clause (ii) of

Section 3(f) is subject to Sections 3(h) and 3(i) below.  For purposes of

this Agreement, “Covered Equity Awards” means those equity awards

granted by the Company to Executive pursuant to Sections 4(c) and 4(d)

of this Agreement; provided, however, that Covered Equity Awards shall

not include the PSU awards granted by the Company to Executive on or

about April 4,  2025 (the “transformational” awards).

(iii)If Executive’s employment is terminated for Cause, then Executive shall

be entitled to the Base Termination Compensation. There will be no

additional amounts owing by the Company to Executive from and after

such termination of the nature contemplated by this clause (iii) of Section

3(f).

(iv)If Executive’s employment is terminated due to a Voluntary Termination,

then Executive shall be entitled to the Base Termination Compensation. In

addition, if Executive’s employment is terminated due to a Voluntary

Termination more than eighteen (18) months after the Effective Date, any

Covered Equity Awards shall be treated, for vesting and exercise

purposes, as though Executive had remained employed with the Company

through the applicable vesting schedule (for clarity, with the vesting of

any PSUs remaining subject to the achievement of the applicable

performance goal(s) during the applicable performance period(s)).  There

will be no additional amounts owing by the Company to Executive from

and after such termination of the nature contemplated by this clause (iv) of

Section 3(f).

(v)If Executive’s employment is terminated due to Executive’s death or

Disability, then Executive shall be entitled to the Base Termination

Compensation. The effect of termination of Executive’s employment

under the circumstances identified in this Section 3(f)(v) will be governed

by the applicable equity agreement.  There will be no additional amounts

owing by the Company to Executive from and after such termination of

the nature contemplated by this clause (v) of Section 3(f).

(g)Termination of Executive’s employment will not terminate Sections 3(f) through

3(j) and 7 through 20, or any other provisions not associated specifically with the Term of

Employment.

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(h)Any provision herein to the contrary notwithstanding, if, following termination of

his employment, Executive materially breaches any restrictive covenant contained in the

Confidentiality Policy or, without the Company’s prior written consent, competes with the

business of the Company and its subsidiaries as then conducted, then from and after the date of

such breach, employment or engagement, as applicable, the Company shall have no further

payment, continued vesting or other benefit obligations under Section 3(f)(ii).

(i)In the event Executive’s employment is terminated and the Company is obligated

to make payments, or provide continued vesting or other benefits, pursuant to Section 3(f)(ii),

other than the Base Termination Compensation, it shall be a condition to such payments that,

(a) within 30 days following the date of termination, Executive enter into a general release of

claims with the Company, substantially in the form customarily used by the Company, and (b)

Executive not revoke such release (or any portion thereof) pursuant to any revocation rights

afforded by applicable law or the terms of such release.

(j)Executive hereby irrevocably resigns, effective upon termination of Executive’s

employment for any reason, from all positions with the Company and its affiliates, and, at the

Company’s request, Executive shall promptly deliver written evidence of such resignation.

4.Compensation

The Company shall pay compensation to Executive as follows:

(a)Base Salary. During the Term of Employment, the Company shall pay to

Executive as base compensation for his services hereunder, on the Company’s regular payroll

dates, a base salary at a rate of not less than $625,000 per annum (“Base Salary”). 

(b)Annual Bonus. For each fiscal year during the Term of Employment, Executive

will be eligible for an annual bonus with a target payment equal to 75% of Executive’s annual

rate of Base Salary, subject to pro-ration as provided below, based on Executive’s achievement

of pre-established performance goals and conditions determined by the Company on an annual

basis in accordance with the annual bonus plan then applicable to senior management of the

Company (the “Bonus Plan”). Under the Bonus Plan, the actual amount of any bonus paid for

any fiscal year shall be determined by the Company based on its assessment of the actual

performance against the goals and conditions established for the year. Any annual bonus

payable to Executive for a fiscal year shall be paid to Executive not later than five months

following the end of such fiscal year to which the performance relates. It shall be a condition to

the payment of any annual bonus that Executive remain employed through the last day of the

applicable fiscal year; provided that, if Executive remains employed with the Company through

the date that is 18 months after the Effective Date, Executive shall be entitled to an annual bonus

with respect to the Company’s fiscal year 2027, determined and paid as though Executive had

remained employed with the Company through the date that the Company pays annual bonuses

for fiscal year 2027 to its executives generally but subject to pro-ration as provided below, even

if Executive’s employment with the Company terminates before the date of such bonus payment. 

If Executive is entitled to an annual bonus for fiscal year 2027 but Executive’s employment with

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the Company terminates before the end of fiscal year 2027, Executive’s bonus amount for such

year shall be pro-rated based on the number of calendar days Executive was employed with the

Company during such fiscal year over the total number of calendar days in such fiscal year.

(c)Sign-On Equity Award.  On or promptly following the Effective Date, the

Company will grant Executive a one-time sign-on grant of 600,000 Company stock units with

time/service-based vesting conditions (“RSUs”), with such number of shares subject to

adjustment for stock splits, reverse stock splits, and similar events as provided in the applicable

award agreement (the “Sign-On Award”).  The RSUs subject to the Sign-On Award will be

scheduled to vest on a 3-year pro-rata basis, or 1/3rd each year. The Sign-On Award will be

granted under and subject to the Company’s 2021 Omnibus Equity Incentive Plan, and shall be

subject to such further terms and conditions as set forth in a written award agreement to be

entered into by the Company and Executive to evidence such award.  Such award agreement

shall be in substantially the same form as used by the Company at the time of grant for granting

RSUs to the Company’s executive officers generally, except as appropriate to give effect to the

vesting provisions applicable to Executive pursuant to this Agreement.

(d)Annual Equity Awards.  If Executive is employed by the Company when the

Company grants annual equity awards for fiscal year 2026 to its executive officers generally

(currently expected to occur in April 2026), the Company will also grant Executive annual equity

awards with a grant-date fair value of $3,750,000 in the aggregate, with the mix of awards, and

other terms and conditions of such awards, to be consistent with the Company’s annual equity

awards for fiscal year 2026 for its executive officers generally, and subject to rounding each

particular type of award to the nearest whole unit.  If Executive is employed by the Company

when the Company grants annual equity awards for fiscal year 2027 to its executive officers

generally, the Company will also grant Executive annual equity awards in the ordinary course,

with the mix of awards, and other terms and conditions of such awards, to be consistent with the

Company’s annual equity awards for fiscal year 2027 for its executive officers generally, and

subject to rounding each particular type of award to the nearest whole unit.  The grant-date fair

value of each equity award will be determined by the Company in accordance with its usual

equity award valuation methodologies.  Each RSU, RSU with additional performance-based

vesting requirements (“PSU”), stock option or other equity award granted by the Company to

Executive will be granted under and subject to the Company’s 2021 Omnibus Equity Incentive

Plan (as in effect from time to time, or similar successor equity incentive plan of the Company),

and shall be subject to such further terms and conditions as set forth in a written award

agreement to be entered into by the Company and Executive to evidence such award.  Each such

award agreement shall be in substantially the same form as used by the Company at the time of

grant for granting that particular type of award to the Company’s executive officers generally,

except as appropriate to give effect to the vesting provisions applicable to Executive pursuant to

this Agreement.

5.Reimbursement of Expenses

During the Term of Employment, the Company will promptly reimburse Executive (or

pay directly) for reasonable and documented travel, entertainment and other expenses reasonably

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incurred by Executive in connection with the performance of his duties hereunder and, in each

case, in accordance with the policies, rules, customs and usages promulgated by the Company

and in effect from time to time and applicable law. Any payments due under this Section 5 will

be payable in accordance with the Company’s usual payroll practices.

6.Benefits

During the Term of Employment, Executive shall be entitled to participate in and be

covered by any insurance plan (including but not limited to medical, dental, health, accident,

hospitalization and disability), 401(k), profit sharing or other employee benefit plan of

the Company, to the same extent and on substantially the same terms as such benefits are or may

be provided by the Company, at its sole discretion, from time to time to other members of the

senior management of the Company, and in all circumstances in accordance with the policies,

rules, customs and usages promulgated by the Company and in effect from time to time.

7.Notice

Any notice, request, demand or other communication required or permitted to be given

under this Agreement shall be given in writing and if delivered personally, or sent by certified

or registered mail, return receipt requested, as follows (or to such other addressee or address as

shall be set forth in a notice given in the same manner):

(a)If to Executive, to Executive at the address most recently contained in the

Company’s records (which Executive shall update as necessary):

2739 Turnberry Park Lane

                                    St. Louis, MO63131

(b)If to the Company:

agilon health, inc.

440 Polaris Parkway, Suite 550

Westerville, OH 43082

Attention: Chief Legal Officer

Any such notices shall be deemed to be given on the date personally delivered or such

return receipt is issued.

8.Executive’s Representation

Executive hereby represents and warrants to the Company that Executive has carefully

reviewed this Agreement and has consulted with such advisors as Executive considers

appropriate in connection with this Agreement, and is not subject to any covenants, agreements

or restrictions, including without limitation any covenants, agreements or restrictions arising out

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of Executive’s prior employment, which would be breached or violated by Executive’s

execution of this Agreement or by Executive’s performance of his duties hereunder. In addition,

Executive hereby represents, warrants and covenants to the Company that, as of the date hereof

he does not have and during the Term of Employment (without the Company’s prior approval)

will not have any professional relationships with (whether as an employee, director, officer,

consultant or advisor, and whether or not for compensation) or commitments to any individual

or entity (other than the Company) that operates or conducts (or, to Executive’s knowledge,

intends to operate or conduct) any business of the types in which the Company, or any of its

subsidiaries or affiliated independent physician associations is engaged.

9.Other Matters

Executive agrees and acknowledges that the obligations owed to Executive under this

Agreement are solely the obligations of the Company, and that none of the stockholders,

directors, officers, affiliates, representatives, agents or lenders of or to Company or any of its

affiliates will have any obligations or liabilities in respect of this Agreement and the subject

matter hereof, to the extent allowed by law.

10.Partial Invalidity; Severability

In case any one or more of the provisions or parts of a provision contained in this

Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in

any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other

provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement

shall be reformed and construed in any such jurisdiction as if such invalid or illegal or

unenforceable provision or part of a provision had never been contained herein and such

provision or part shall be reformed so that it would be valid, legal and enforceable to the

maximum extent permitted in such jurisdiction.

11.Waiver of Breach; Specific Performance

The waiver by the Company or Executive of a breach of any provision of this

Agreement by the other party shall not operate or be construed as a waiver of any other breach

of any other party. Each of the parties to this Agreement will be entitled to enforce its respective

rights under this Agreement and to exercise all other rights existing in its favor. In the event

either party takes legal action to enforce any of the terms or provisions of this Agreement, the

nonprevailing party shall pay the successful party’s costs and expenses, including but not

limited to, attorneys’ fees, incurred in such action.

12.Assignment

Neither Executive, on the one hand, nor the Company, on the other hand, may assign,

transfer, pledge, hypothecate, encumber or otherwise dispose of this Agreement or any of his or

its respective rights or obligations hereunder, without the prior written consent of the other,

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provided that the Company may assign its rights and obligations under this Agreement to any

successor to all or substantially all of the business or assets of the Company or to a wholly

owned subsidiary of the Company (or of a parent of the Company) that employs members of

agilon health’s senior management.

13.Amendment; Entire Agreement

This Agreement may not be changed orally but only by an agreement in writing agreed

to by the party against whom enforcement of any waiver, change, modification, extension or

discharge is sought. This Agreement (together with the Confidentiality Policy) embodies the

entire agreement and understanding of the parties hereto in respect of the subject matter of this

Agreement, and supersedes and replaces all prior agreements, understandings and commitments

with respect to such subject matter (including, without limitation, the Prior Employment

Agreement, except as provided in the last sentence of this Section 13).  Executive shall have no

further rights under the Prior Employment Agreement, except as provided in the last sentence of

this Section 13.  As to any equity award granted by the Company to Executive prior to the

Effective Date that was outstanding immediately prior to the Effective Date, such award shall

continue to be governed by the terms and conditions applicable to such award as in effect

immediately prior to the Effective Date (including the applicable award agreement as then in

effect as well as the Prior Employment Agreement), and not this Agreement.

14.Governing Law; Choice of Forum

THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND

ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF

DELAWARE. IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY

LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR

RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS

DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS

AGREEMENT HEREBY (1) AGREE UNDER ALL CIRCUMSTANCES ABSOLUTELY

AND IRREVOCABLY TO INSTITUTE ANY LITIGATION, PROCEEDING OR OTHER

LEGAL ACTION IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN

THE SOUTHERN DISTRICT OF OHIO, WHETHER A STATE OR FEDERAL COURT; (2)

AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR

ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO THE PERSONAL

JURISDICTION OF ANY SUCH COURT DESCRIBED IN CLAUSE (1) OF THIS SECTION

AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES

AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD

THAT NOTHING IN THIS SECTION SHALL BE DEEMED TO PREVENT ANY PARTY

FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN THE

SOUTHERN DISTRICT OF OHIO); (3) IRREVOCABLY CONSENT TO THE SERVICE OF

ANY AND ALL PROCESS IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF

OR RELATING TO THIS AGREEMENT TO SUCH PARTY AT SUCH PARTY’S

ADDRESS SPECIFIED IN SECTION 7; (4) AGREE TO WAIVE TO THE FULLEST

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EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW OR

HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING

OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING

OR ACTION WAS BROUGHT IN ANY INCONVENIENT FORUM; AND (5) AGREE,

AFTER CONSULTATION WITH COUNSEL, TO WAIVE ANY RIGHTS TO A JURY

TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT.

THE CHOICE OF FORUM SET FORTH IN THIS SECTION 14 SHALL NOT BE DEEMED

TO PRECLUDE THE ENFORCEMENT OF ANY ACTION UNDER THIS AGREEMENT IN

ANY OTHER JURISDICTION.

15.Further Action

Executive and the Company agree to perform any further acts and to execute and deliver

any documents which may be reasonable to carry out the provisions hereof.

16.Payments by Subsidiaries

Executive acknowledges that one or more payments hereunder may be paid by one or

more of the Company’s subsidiaries, and Executive agrees that any such payment made by such

subsidiary shall satisfy the obligations of the Company hereunder with respect to (but only to

the extent of) such payment.

17.Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be

deemed an original as against any party whose signature appears thereon, and all of which

together shall constitute one and the same instrument.  This Agreement shall become binding

when one or more counterparts hereof, individually or taken together, shall bear the signatures

of all of the parties reflected hereon as the signatories.  Photographic and PDF copies of such

signed counterparts may be used in lieu of the originals for any purpose.

18.Legal Counsel; Mutual Drafting

Each party recognizes that this is a legally binding contract and acknowledges and agrees

that they have had the opportunity to consult with legal counsel of their choice.  Each party has

cooperated in the drafting, negotiation and preparation of this Agreement.  Hence, in any

construction to be made of this Agreement, the same shall not be construed against either party

on the basis of that party being the drafter of such language.  Executive agrees and acknowledges

that he or she has read and understands this Agreement, is entering into it freely and voluntarily,

and has been advised to seek counsel prior to entering into this Agreement and has had ample

opportunity to do so.

19.Tax Matters

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Executive acknowledges that the payments and benefits provided under the terms of this

Agreement shall constitute taxable income to the extent provided in the applicable provisions

of the United States Internal Revenue Code of 1986, as amended, and any successor thereto and

applicable regulations thereunder (the “Code”) and other applicable tax laws. Moreover,

Executive understands and acknowledges that the Company have not provided any advice

regarding his tax liability resulting from this Agreement and that they have been advised to

consult with his personal tax advisor or legal counsel as to the taxability of the payments and

benefits provided under this Agreement. Executive shall be solely responsible for taxes imposed

on him by reason of any payments or benefits provided under this Agreement and all such

payments and benefits shall be subject to applicable federal, state, local and foreign withholding

requirements. All payments to be made or benefits to be provided to Executive pursuant to this

Agreement shall be made net of all applicable income and employment taxes required to be

withheld from such payments pursuant to any applicable law or regulation.

20.Applicability of Section 409A of the Code

To the extent that any reimbursement, fringe benefit or other, similar plan or

arrangement in which Executive participates during the term of Executive’s employment under

this Agreement or thereafter provides for a “deferral of compensation” within the meaning of

Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject

to liquidation or exchange for another benefit, (ii) the amount eligible for reimbursement or

payment under such plan or arrangement in one calendar year may not affect the amount

eligible for reimbursement or payment in any other calendar year (except that a plan providing

medical or health benefits may impose a generally applicable limit on the amount that may be

reimbursed or paid), (iii) subject to any shorter time periods provided in any expense

reimbursement policy of the Company, any reimbursement or payment of an expense under

such plan or arrangement must be made on or before the last day of the calendar year following

the calendar year in which the expense was incurred and (iv) the reimbursements shall be made

pursuant to objectively determinable and nondiscretionary Company policies and procedures

regarding such reimbursement of expenses. In addition, with respect to any payments or

benefits subject to Section 409A of the Code, reference to Executive’s “termination of

employment” (and corollary terms) with the Company shall be construed to refer to Executive’s

“separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly

applied by the Company) with the Company. Whenever a provision under this Agreement

specifies a payment period with reference to a number of days, the actual date of payment

within the specified period shall be within the sole discretion of the Company. Executive’s right

to receive any installment payments hereunder shall, for purposes of Section 409A, be treated as

a right to receive a series of separate and distinct payments. If the timing of Executive’s

execution of a general release of claims pursuant to Section 3(h) could impact the calendar year

in which any payment under this Agreement that is subject to Section 409A of the Code will be

made, such payment will be made in the later calendar year.

Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified

employee” within the meaning of Section 409A of the Code at the time of Executive’s

separation from service (other than due to death), then any payment under this Agreement that

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is subject to Section 409A of the Code and that is payable by reason of Executive’s separation

from service within the first six months following Executive’s separation from service will

become payable on the first payroll date that occurs on or after the date six months and one day

following the date of Executive’s separation from service. All subsequent related payments, if

any, will be payable in accordance with the payment schedule applicable to each payment or

benefit. Notwithstanding anything herein to the contrary, if Executive dies following

Executive’s separation from service, but prior to the six-month anniversary of the separation

from service, then any payments delayed in accordance with this paragraph will be payable in a

lump sum as soon as administratively practicable after the date of Executive’s death and all

other related payments will be payable in accordance with the payment schedule applicable to

each payment or benefit.

The foregoing provisions are intended to comply with the requirements of Section 409A

of the Code so that none of the severance payments and benefits to be provided hereunder will

be subject to the additional tax imposed under Section 409A of the Code, and, if any ambiguity

is found herein with respect to such payments or benefits, any such ambiguities will be

interpreted to so comply. If any payment or benefits subject to Section 409A of the Code could

be construed not to comply with Section 409A of the Code, the Company and Executive agree

to work together in good faith to consider amendments to this Agreement and to take such

reasonable actions which are necessary, appropriate or desirable to avoid imposition of any

additional tax or income recognition prior to actual payment to Executive under Section 409A

of the Code.

Notwithstanding any contrary provision of this Agreement, the Company shall be

responsible for and shall indemnify Executive for and Executive you harmless from any

increased tax, penalty, interest, or other liabilities, losses or costs relating to or arising from the

failure of any nonqualified deferred compensation plan of the Company to comply with the

documentary and operational requirements of Section 409A of the US Internal Revenue Code of

1986, as amended, and regulations promulgated thereunder.

[Signature Page Follows]

14

CONFIDENTIAL

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written

above.

EXECUTIVE

/s/ Jeffrey Schwaneke               

Jeffrey Schwaneke

AGILON HEALTH, INC.

/s/ Denise Zamore                       

Name: Denise Zamore