Teladoc Health Inc

(a) On April 26, 2024, the Company entered into a Retention Bonus Agreement with Adam Vandervoort, Chief Legal Officer and Secretary, pursuant to which Mr. Vandervoort will receive $94,000. The retention bonus is subject to Mr. Vandervoort’s continued employment with the Company through April 26, 2025 (the “Retention Period”).

If Mr. Vandervoort’s employment with the Company is terminated during the Retention Period (i) by the Company for “Cause” (as defined in his Executive Severance Agreement) or (ii) by Mr. Vandervoort in connection with an event or condition that does not constitute “Good Reason” (as defined in his Executive Severance Agreement), Mr. Vandervoort will be required to repay the full amount of the retention bonus to the Company. The foregoing description of the Retention Bonus Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Retention Bonus Agreement, a copy of which is filed as Exhibit 10.3 to this Form 10-Q.

Also on April 26, 2024, the Company entered into an amendment to its Executive Severance Agreement with Mr. Vandervoort. The amendment becomes effective upon the earlier of (i) the date of public announcement by the Company of the selection of a permanent chief executive officer succeeding Jason Gorevic or (ii) January 1, 2025; and enhances the severance arrangements such that in the event that Mr. Vandervoort is terminated by the Company without cause or he resigns for good reason, subject to his timely executing a release of claims in favor of the Company, he is entitled to receive:

•continued base salary for 12 months;

•any earned but unpaid bonus for the year prior to the year of termination;

•premiums for continued medical, dental or vision coverage pursuant to COBRA, if elected, for up to 12 months; and

•accelerated vesting of his time-based equity awards that were scheduled to vest in the following 12 months and continued eligibility to vest in awards subject to performance-based vesting conditions if and to the extent such performance conditions are satisfied during that 12-month period.

The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendment, a copy of which is filed as Exhibit 10.4 to this Form 10-Q.

(c)Rule 10b5-1 Trading Plans. During the three months ended March 31, 2024, the following officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K of the Securities Act of 1933), which was intended to satisfy the affirmative defense of Rule10b5-1(c):

On March 1, 2024, Vidya Raman-Tangella, our Chief Medical Officer, adopted a Rule 10b5-1 trading plan. Dr. Raman-Tangella's trading plan provides for the sale of up to 45,675 shares of our common stock through June 2025.