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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of April 24, 2026, is entered

into by and between Tim O’Rourke (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 enter into this Agreement to set forth the terms

and conditions of the Executive’s employment with the Company following the

Commencement Date as its President and Chief Executive Officer, and the Executive desires

to enter into this Agreement and to accept employment in such capacity, subject to the terms

and provisions of this 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. 

(a)Subject to Section 3, during the Term of Employment, the Company

shall employ the Executive as the President and Chief Executive

Officer of the Company and in such positions to perform the duties

and responsibilities commensurate with such positions and as may be

reasonably assigned to the Executive from time to time by the Board

of Directors of the Company (the “Board”) which are consistent with

the position of a President and Chief Executive Officer of a publicly

traded company. During the Term of Employment (as defined below),

the Executive shall report to the Board.

(b)Effective as of the Commencement Date, the Company shall appoint

the Executive to the Board as a Class III member.  Thereafter, during

the Term of Employment, the Company shall take all actions

reasonably within the Company's power to nominate the Executive to

the Board and to recommend that its stockholders vote in favor of the

Executive’s election to the Board.

2.Extent of Employment

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

obligations hereunder faithfully and to the best of their 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 adopted

and established by the Company and communicated to the Executive

in writing.

(b)Subject to this exceptions set forth in this paragraph (b), during the Term

of Employment, the Executive shall devote all of their business time,

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

their duties, responsibilities and obligations hereunder (except for vacation

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periods and reasonable periods of illness or other incapacity, service on

outside boards of directors or advisory boards of non-competing

companies with the prior written approval of the Board, charitable and

civic activities, personal investment activities that do not require active

management, and any other activities disclosed to and approved by the

Board, in each case to the extent that such activities do not materially

interfere with the Executive’s performance of their duties hereunder).  The

Board does hereby consent to the Executive’s continued service (x) as a

non-employee member of the board of directors of Jefferson and (y) as a

Advisor to the board of directors of Tango.

(c)As of the date hereof, the 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, 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 other

than as referenced in Section 2(b)) that provides goods or services to

or within the healthcare sector.

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

employment shall be in the Chicago, Illinois metropolitan area, with

regular and frequent travel to all Company offices as is reasonably

necessary for the performance of the Executive's duties.  The

Company acknowledges that, during the Term of Employment, the

Executive intends to retain his residence in the Chicago, Illinois

metropolitan area.

3.Term of Employment; Termination

(a)The “Term of Employment” shall commence on or around May 7,

2026 (the “Commencement Date”), or on a date mutually agreed upon,

and shall continue until the Executive’s employment is terminated by

the Company pursuant to Section 3(b) or by the Executive pursuant to

Section 3(c).

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

employment may be terminated at any time by the Company:

(i)upon the death of the Executive;

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

Executive is unable to perform, and does not perform, as

certified in writing by a competent medical physician selected

by the mutual agreement of the Company and the Executive or

their legal representative, their essential functions hereunder

for a period of 180 days out of any 365-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 the

Executive’s employment.

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The 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 the

Executive at any time, with or without Cause. Termination shall become effective upon

death or the delivery by the Company to the Executive of written 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), the

Executive’s employment may be terminated at any time by the

Executive:

(i)upon the death of the Executive;

(ii)in the event of Disability;

(iii)for Good Reason; or

(iv)for any other reason or no reason (a “Voluntary

Termination”).

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

following:

(i)the Executive’s conviction of (including a plea of guilty or

no contest to) (x) a felony or (y) any crime (whether or not

a felony) involving embezzlement, fraud or theft, or (z) any

other crime (whether or not a felony) involving moral

turpitude that (in the case of clause (z) only) results in

material harm (including reputational harm) to the

Company;

(ii)the Executive’s continued gross negligence or continued

willful failure (other than by reason of death or Disability)

to perform their material employment-related duties for the

Company and its subsidiaries, which failure is not cured

within thirty (30) days after the Company delivers written

notice to the Executive identifying and describing such

failure in reasonable detail (the “Cure Period”) to the extent

curable;

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

material written Company policy as in effect from time to

time that has been communicated in writing to the

Executive; provided, that the Executive shall be afforded

the Cure Period to the extent curable;

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

with the Company or any of its affiliates to which the

Executive is a party or by which the Executive is bound

(including, but not limited to, this Agreement and any

equity agreement with the Company) which breach is not

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cured within the Cure Period; provided, that the Executive

shall be afforded the Cure Period to the extent such breach

of the restrictive covenants are curable; or

(v)the Executive (x) being in breach of Section 2(c) or Section

8 as of the date hereof or (y) having materially breached the

second-to-last sentence of Section 8 following the date

hereof, in either case which breach is not cured within the

Cure Period to the extent curable; or

(vi)the Executive engaging in willful conduct that causes

demonstrable and material harm to the name, reputation or

material business interests of the Company, or any of its

affiliates, including any affiliated independent physician

association, which breach is not cured within the Cure

Period to the extent curable.

For purposes of this provision, (A) no act or failure to act on the part of the Executive

shall be considered “willful” unless it is done, or omitted to be done, by the Executive in

bad faith or without reasonable belief that the 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 shall be conclusively presumed to be

done, or omitted to be done, by the Executive in good faith and in the best interests of the

Company.

A termination for Cause shall be deemed to include a determination by the Company

within 90 days following the Executive’s Voluntary Termination that circumstances

existed prior to such termination for the Company to have terminated the Executive’s

employment for Cause; provided that in such event the Executive shall first be provided

with any applicable cure rights to the extent available and curable; provided further that

(x) any such determination shall be limited to circumstances that the Board had no

knowledge of as of the date of termination and that occurred within the twelve (12)

months immediately prior to the date of the Executive’s Voluntary Termination and (y)

no such lookback shall apply at any time following a Change in Control (as that term is

defined in the Equity Documentation as defined below).

(e)As used in this Agreement, “Good Reason” shall mean any of the

following, without the Executive’s written consent:

(i)a diminution of the Executive’s Base Salary from the amount set

forth in Section 4(a);

(ii)a diminution of the Executive’s target annual bonus opportunity

from the Executive’s annual bonus opportunity, at target

performance levels, during the immediately preceding annual

bonus measurement period (it being understood that the actual

amount of the annual bonus and performance criteria shall be

subject to Section 4(b));

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(iii)a diminution in the Executive’s authority, duties or responsibilities

as President and Chief Executive Officer;

(iv)a change in the Executive’s primary reporting relationship such that

the Executive no longer reports directly to the Board of the

Company;

(v)the Company requiring the Executive to relocate Executive’s

principal place of employment to a location outside of the Chicago,

Illinois metropolitan area; or

(vi)a material breach by the Company of any written agreement

between the Executive, on the one hand, and any of the Company

or its subsidiaries, on the other hand (including, but not limited to,

this Agreement).

Prior to any termination for Good Reason, the Executive must provide written notice to

the Board within 60 days following the date on which they discover an alleged Good

Reason event setting forth in reasonable detail the conduct alleged to be a basis for a

termination for Good Reason. The Executive shall not have the right to terminate their

employment for Good Reason (i) if, within the 30-day period following delivery of the

Executive’s written notice, the Company, as applicable, shall have cured the conduct

alleged to be a basis for termination for Good Reason and (ii) absent such cure, unless the

Executive actually terminates employment within 45 days following the end of the

Company’s cure period.

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

their employment, as follows:

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

reason, the Executive shall be entitled to receive their Base Salary

through the effective date of termination, any earned but unpaid

annual bonus for the fiscal year prior to the year of termination,

any accrued but unpaid vacation consistent with Company policy,

any 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 other benefits required by law to be provided

after termination of employment, 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 the 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), or by the Executive for

Good Reason, then the Executive shall be entitled to:

(iii)(A) the Base Termination Compensation;

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(iv)(B) severance pay equal to the sum of eighteen (18) months

of the Executive’s then current base salary and one (1) times the

Executive’s target annual bonus, at the rate in effect at the effective

time of termination (the “Severance Payment”), to be paid in equal

installments over eighteen (18) months on the Company’s normal

payroll dates following the date of termination, except that the first

installment of the Severance 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;

provided, that if such termination occurs following a Change in 

Control, the Severance Payment shall be paid in a lump sum, rather

than installments, to the extent that such lump sum does not result

in additional taxes under Section 409A of the Code;

(v)(C) the continuation of participation in the Company’s

medical, dental and vision insurance coverage for a period of

eighteen (18) months following the date of termination at active

employee rates (the “Benefit Continuation”); and

(vi)(D) with respect to the initial award of restricted stock units

(RSUs) and performance share units (PRSUs) granted to the

Executive hereunder, and notwithstanding any provision to the

contrary in the Equity Documentation, (1) immediate vesting on an

accelerated basis and settlement of any RSUs that would become

vested in the twelve months following the date of termination; (2)

immediate vesting on an accelerated basis and settlement of any

PRSUs as to which stock price targets have been met as of or prior

to the date of termination; and (3) retention of any remaining

unvested PRSUs from the date of termination until the six-month

anniversary of the date of termination and vesting and settlement

of any such PRSUs as to which stock price targets are met during

such six-month period following the date of termination. For the

avoidance of doubt, the treatment of RSUs and PRSUs upon

termination in this Section shall override any treatment to the

contrary in the Equity Documentation.

(vii)In addition, upon a termination to which this clause (ii)

applies following a Change in Control of the Company, the

Executive shall be entitled to be paid a pro rata annual bonus for

the fiscal year in which the termination occurs calculated at target

performance levels and pro rated based on the number of days the

Executive was employed during such fiscal year, payable at the

same time as bonuses are paid to other senior executives of the

Company.

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(viii)The Benefit Continuation shall be provided through (x) the

Executive’s enrollment in the Company’s COBRA continuation

coverage and (y) the reimbursement of (or the Company otherwise

bearing) the premium cost under COBRA in excess of the active-

employee rate. Any payment of the Executive’s Base Salary after

termination of her employment shall be made in accordance with

the Company’s regular payroll practices. Except as otherwise

expressly provided in this Agreement, any vested equity interests

of the Company held by the Executive as described in Section 4(d)

and provided in the RSU Agreement, the PRSU Agreement and the

Company’s 2021 Omnibus Equity Incentive Plan (the “Equity

Documentation”), there will be no additional amounts owing by

the Company to the Executive from and after a termination of the

Executive’s employment of the nature contemplated by this clause

(ii) of Section 3(f). Because of the current uncertainty surrounding

health care coverage, in the event that the Benefit Continuation

would subject the Executive or the Company to a material cost, tax

or penalty, the parties agree to cooperate to provide the Executive

with such benefits in a manner that does not trigger such tax, cost

or penalty, to the maximum extent possible.

(ix)If the Executive’s employment is terminated for Cause, then the

Executive shall be entitled to the Base Termination Compensation.

(x)If the Executive’s employment is terminated due to a Voluntary

Termination, then the Executive shall be entitled to the Base

Termination Compensation. Other than solely in connection with

any vested employee equity interests held by the Executive at the

time of their termination of employment as provided in the Equity

Documentation, there will be no additional amounts owing by the

Company to the Executive from and after such termination of the

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

(xi)If the Executive’s employment is terminated due to the Executive’s

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

Termination Compensation and a pro-rata annual bonus for the

fiscal year in which the termination occurs, calculated at target

performance levels and pro-rated based on the number of days the

Executive was employed during such fiscal year, payable at the

same time to Executive (or, in the case of death, to the Executive’s

estate or designated beneficiary) as annual bonuses are paid to

other senior executives, and, if terminated due to Disability, the

continuation of Executive’s medical, dental and vision insurance

coverage for a period of twelve (12) months at active employee

rates. Other than solely in connection with any vested employee

equity interests of the Company held by the Executive at the time

of their termination of employment as provided in the Equity

Documentation, there will be no additional amounts owing by the

Company to the Executive from and after such termination of the

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

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(g)Termination of the Executive’s employment will not terminate Sections

3(f) through 3(j) and 7 through 19, or any other provisions not associated

specifically with the Term of Employment.

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

termination of employment, the Executive materially breaches any

restrictive covenant contained in the Equity Documentation that is valid

and enforceable under applicable law, provided, that (A) the Company has

delivered written notice to the Executive identifying and describing such

alleged breach in reasonable detail and (B) with respect to any breach

capable of being cured, the Executive has failed to cure such breach within

thirty (30) days following delivery of such notice then from and after the

date of such breach, the Company shall have no further payment or benefit

obligations under Section 3(f)(ii).

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

is obligated to make payments pursuant to Section 3(f)(ii), other than the

Base Termination Compensation, it shall be a condition to such payments

that, within 30 days following the date of termination, the Executive enter

provides the Company with a release of claims in the form of Exhibit A,

either on a standalone basis or as part of a mutually agreeable separation

agreement.

(j)Upon termination of the Executive’s employment for any reason, the

Executive shall be deemed to have resigned from all positions with the

Company and its affiliates, including the Company, and, at the Company’s

request, the Executive shall promptly deliver written evidence of such

resignation.

4.Compensation.  The Company shall pay compensation to the Executive as

follows:

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

the Executive as base compensation for their services hereunder, on the

Company’s regular payroll dates, a base salary at a rate of not less than

$850,000 per annum (“Base Salary”), which amount shall be reviewed for

possible increase (but not decrease) at least annually (any increased

amount thereafter being the Executive’s Base Salary for all purposes).

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

including the fiscal year of the Commencement Date, the Executive shall

have a target annual bonus opportunity equal to not less than 100% of the

Executive’s Base Salary.  The amount of the Executive actual bonus

earned and paid will be based on the Executive’s achievement of pre-

established performance goals and conditions determined in good faith by

the Company in consultation with the Executive 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 such goals and conditions established for the year.

Any annual bonus payable to the Executive for a fiscal year shall be paid

to the Executive not later than two and a half months following the end of

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

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the payment of any annual bonus that the Executive remain employed

through the last day of the applicable fiscal year.

(b)Signing Bonus.  Within 30 days following the Commencement Date, the

Executive shall be paid a signing bonus of $500,000.  If, prior to the first

anniversary of the Commencement Date, the Executive terminates their

employment without Good Reason or the Company terminates the

Executive’s employment for Cause, the Executive shall repay the signing

bonus; provided that, if the Executive is unable to recoup the taxes

allocable to the signing bonus, the repayment shall be reduced by the

amount of taxes not capable of recoupment.

(c)Initial Equity Awards. As of the Commencement Date, the Company shall

grant the Executive (x) 120,000 service vesting restricted stock units to be

evidenced by the award agreement attached hereto as Exhibit B (the

“RSUs”, and such award agreement, the “RSU Agreement”), and (y)

200,000 performance vesting restricted stock units to be evidenced by the

award agreement attached hereto as Exhibit C (the “PRSUs”, and such

award agreement, the “PRSU Agreement”).

5.Reimbursement of Expenses.  During the Term of Employment, the Company

will promptly reimburse the Executive (or pay directly) for reasonable and

documented travel, entertainment and other expenses reasonably incurred by the

Executive in connection with the performance of their 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, the 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, 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 the Executive, to the Executive at the address most recently contained

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

(b)If to the Company:

agilon health, inc.

440 Polaris Pkwy

Suite #550

Westerville, OH 43082

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Attention: Secretary of the Company

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

return receipt is issued.

8.Executive’s Representation. The Executive hereby represents and warrants to the

Company that the Executive has carefully reviewed this Agreement and has

consulted with such advisors as the 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 of the Executive’s prior employment, which would be breached or

violated by Executive’s execution of this Agreement or by the Executive’s

performance of their duties hereunder. In addition, the Executive hereby

represents, warrants and covenants to the Company that, as of the date hereof 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 the Executive’s knowledge, intends to

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

subsidiaries or, to the Executive’s knowledge, affiliated independent physician

associations is engaged. Notwithstanding the foregoing, nothing herein shall

prohibit the Executive to conduct the activities provided in Section 2(b) of this

Agreement. This Section 8 shall not apply to relationships such as mentoring

individuals, casual industry connections, participation in industry groups and

similar networking activities that do not involve remuneration.

9.Indemnification & Insurance. The Company shall indemnify and hold harmless

the Executive to the fullest extent permitted by applicable law against all costs,

charges and expenses (including reasonable attorneys’ fees) incurred or sustained

by the Executive in connection with any action, suit or proceeding to which the

Executive may be made a party or have any other role by reason of the Executive

being or having been an officer, director or employee of the Company or any of

its affiliates (excluding a dispute between the Executive and the Company

regarding the subject matter of this Agreement). During the Term of Employment

and for a period of no less than six (6) years following the Executive’s

termination of employment for any reason, the Company shall maintain directors’

and officers’ liability insurance covering the Executive on terms no less favorable

than those provided to other senior officers and directors of the Company.

10.Legal Fee Reimbursement. The Company shall reimburse the Executive for

reasonable attorneys’ fees and costs incurred by the Executive in connection with

the negotiation, preparation, and execution of this Agreement and any related

agreements, to be paid promptly following the Commencement Date upon

submission of reasonable documentation up to a maximum reimbursement of

$50,000.

11.Other Matters. The Executive agrees and acknowledges that the obligations owed

to the 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.

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12.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.

13.Waiver of Breach; Specific Performance. The waiver by the Company or the

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 non-prevailing party shall pay the successful

party’s costs and expenses, including, but not limited to, attorneys’ fees incurred

in such action.

14.Assignment. Neither the 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 their or its respective rights or obligations

hereunder, without the prior written consent of the other, provided that the

Company may assign its rights and obligations under this Agreement to another

wholly-owned subsidiary of the Company that employs members of Company’s

senior management.

15.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 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. Notwithstanding the foregoing, the terms of this Agreement do

not supersede, replace, or affect the terms of any prior agreements between

Executive and the Company regarding equity awards granted to the Executive by

the Company.

16.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 IN 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

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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 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 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

16 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF

ANY ACTION UNDER THIS AGREEMENT IN ANY OTHER

JURISDICTION.

17.Further Action. The 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.

18.Counterparts. This Agreement may be executed in counterparts, including

facsimiles thereof, each of which shall be deemed an original, but all of which

together shall constitute one and the same agreement.

19.Payments by Subsidiaries. The Executive acknowledges that one or more

payments hereunder may be paid by one or more of the Company’s subsidiaries,

and the 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.

20.Tax Matters. The 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, the Executive

understands and acknowledges that the Company have not provided any advice

regarding their tax liability resulting from this Agreement and that they have been

advised to consult with their personal tax advisor or legal counsel as to the

taxability of the payments and benefits provided under this Agreement. The

Executive shall be solely responsible for taxes imposed on them 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 the 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.

13

21.Applicability of Section 409A of the Code. To the extent that any

reimbursement, fringe benefit or other, similar plan or arrangement in which the

Executive participates during the term of the 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 the Executive’s

“termination of employment” (and corollary terms) with the Company shall be

construed to refer to the 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.

The 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 the Executive’s execution of a general release

of claims pursuant to Section 3(i) 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 the Executive is a “specified

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

Executive’s separation from service (other than due to death), then any payment

under this Agreement that is subject to Section 409A of the Code and that is

payable by reason of the Executive’s separation from service within the first six

months following the 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 the 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 the Executive dies following the 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

the 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 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

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409A of the Code could be construed not to comply with Section 409A of

the Code, the Company and the 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 the Executive under Section 409A of the Code.

[Signature Page Follows]

15

IN WITNESS WHEREOF, this Agreement has been entered into by the parties hereto as

of the date first written above.

EXECUTIVE

/s/ TIM O’ROURKE

Name:  Tim O’Rourke

AGILON HEALTH, INC.

/s/ DENISE ZAMORE

Name:  Denise Zamore

Title: Chief Legal Officer and

Corporate Secretary

16

Exhibit A

Release of Claims

Release of Claims by the Executive.  In consideration of the payments and benefits to which the

Executive is entitled hereunder, as of the date of termination, the Executive hereby waives and

releases and forever discharges the Company and all of its subsidiaries, divisions, limited

partnerships, affiliated corporations, successors and assigns; and the past and present directors,

managers, officers, stockholders, partners, agents, employees, insurers, attorneys, and servants of

all of the foregoing, each in his, her or its capacity as such, and each of them separately and

collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints,

liens, demands, causes of action, obligations, damages and liabilities, known or unknown,

suspected or unsuspected, whether or not mature or ripe, that the Executive ever had and now has

against any Releasee, including without limitation arising out of or in any way related to

Executive’s employment with or separation from the Company, to any services performed for the

Company, to any status, term or condition in such employment, or to any physical or mental

harm or distress from such employment or non-employment or claim to any hire, rehire or future

employment of any kind by the Company, all to the extent allowed by applicable law. This

release of claims includes, but is not limited to, claims based on express or implied contract,

compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for

discrimination, harassment and retaliation, violation of public policy, tort or common law,

whistleblower or retaliation claims; and claims for additional compensation or damages or

attorneys' fees or claims under federal, state, and local laws, regulations and ordinances,

including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of

1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the

Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act

(“WARN”), or equivalent state WARN Act, the Employee Retirement Income Security Act, and

the Sarbanes-Oxley Act of 2002. The Executive understands that this release of claims includes a

release of all known and unknown claims through the date on which this release of claims

becomes irrevocable.

The Executive expressly waives any and all rights under Section 1542 of the Civil Code of the

State of California and any like provision or principle of common law in any foreign jurisdiction.

Section 1542 provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to

exist in his or her favor at the time of executing the release, which if known by him or her

must have materially affected his or her settlement with the debtor.”

Notwithstanding the provisions of Section 1542, for the purpose of implementing a full and

complete release and discharge, the Executive expressly acknowledges that this Agreement is

intended to include in its effect, without limitation, claims and causes of action which he does

not know of or suspect to exist in the Executive’s favor at the time of execution of this

Agreement and that this Agreement contemplates extinguishment of all such claims and causes

of action. With full awareness and understanding of the above provisions, the Executive hereby

waives any rights the Executive may have under Section 1542, as well as under any other statutes

17

or common law principles of similar effect and expressly releases the Company and the other

Releasees from claims which the Executive does not presently know or suspect to exist at this

time.

Limitation of Release.  Notwithstanding the foregoing, this release of claims will not prohibit

the Executive from filing a charge of discrimination with the National Labor Relations Board,

the Equal Employment Opportunity Commission or an equivalent state civil rights agency, but

the Executive agrees and understands that he is waiving his right to monetary compensation

thereby if any such agency elects to pursue a claim on his behalf. Further, nothing in this release

of claims shall be construed to waive any right that is not subject to waiver by private agreement

under federal, state or local employment or other laws, such as claims for workers' compensation

or unemployment benefits or any claims that may arise after the date on which this release of

claims becomes irrevocable. In addition, nothing in this release of claims will be construed to

affect any of the following claims, all rights in respect of which are reserved:

(a)Rights under the Employment Agreement, dated as of April 24, 2026, to which

the Executive and the Company are parties;

(b)Rights of the Executive in respect to equity interests held by the Executive as of

the Separation Date;

(c)Vested benefits under the general employee benefit plans of the Company (other

than severance pay or termination benefits under any generally applicable

severance policy);

(d)Any claim for unemployment compensation or workers' compensation

administered by a state government to which the Executive is presently or may

become entitled; and

(e)The Executive’s rights of indemnification as a director or officer of the Company

or as a covered insured under any director or officer indemnification insurance

policy.

Acceptance and Revocability.  The Executive acknowledges that the Executive has been given

a period of at least twenty-one (21) days within which to consider the release of claims set forth

in this Agreement. The Executive may accept this release of claims at any time within this period

of time by signing the release of claims and returning it to the Company. This release of claims

shall not become effective or enforceable until seven (7) calendar days after the Executive signs

it. The Executive may revoke the Executive’s acceptance of this release of claims at any time

within that seven (7) calendar day period by sending written notice to the Company. Such notice

must be received by the Company within the seven (7) calendar day period in order to be

effective and, if so received, would void this Agreement and all of the Executive’s and the

Company’s rights and obligations hereunder, including the release of claims, for all purposes.

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Exhibit B

Form of RSU Agreement

(f)[separately attached]

19

Exhibit C

Form of PRSU Agreement

(g)[separately attached]