Teladoc Health, Inc. (Form: 10-Q, Received: 10/30/2019 16:19:49)

000000000000000000000000723568497051624911P1Y00trueP5Y6Mtrue330000000001477449--12-312019Q3false0001477449tdoc:EmployeeStockPurchasePlan2015Member2018-01-012018-12-310001477449us-gaap:RetainedEarningsMember2019-09-300001477449us-gaap:AdditionalPaidInCapitalMember2019-09-300001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-09-300001477449us-gaap:RetainedEarningsMember2019-06-300001477449us-gaap:AdditionalPaidInCapitalMember2019-06-300001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-06-3000014774492019-06-300001477449us-gaap:RetainedEarningsMember2019-03-310001477449us-gaap:AdditionalPaidInCapitalMember2019-03-310001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-03-3100014774492019-03-310001477449us-gaap:RetainedEarningsMember2018-12-310001477449us-gaap:AdditionalPaidInCapitalMember2018-12-310001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310001477449us-gaap:RetainedEarningsMember2018-09-300001477449us-gaap:AdditionalPaidInCapitalMember2018-09-300001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-09-300001477449us-gaap:RetainedEarningsMember2018-06-300001477449us-gaap:AdditionalPaidInCapitalMember2018-06-300001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-06-3000014774492018-06-300001477449us-gaap:RetainedEarningsMember2018-03-310001477449us-gaap:AdditionalPaidInCapitalMember2018-03-310001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-03-3100014774492018-03-310001477449us-gaap:RetainedEarningsMember2017-12-310001477449us-gaap:AdditionalPaidInCapitalMember2017-12-310001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-310001477449us-gaap:CommonStockMember2019-09-300001477449us-gaap:CommonStockMember2019-06-300001477449us-gaap:CommonStockMember2019-03-310001477449us-gaap:CommonStockMember2018-12-310001477449us-gaap:CommonStockMember2018-09-300001477449us-gaap:CommonStockMember2018-06-300001477449us-gaap:CommonStockMember2018-03-310001477449us-gaap:CommonStockMember2017-12-310001477449tdoc:SecondaryPublicOfferingAndOverAllotmentOptionMember2018-07-260001477449tdoc:IncentiveAwardPlan2015Member2018-01-012018-12-310001477449tdoc:IncentiveAwardPlan2015Member2018-12-310001477449tdoc:IncentiveAwardPlan2015Member2019-09-300001477449srt:MaximumMembertdoc:EmployeeAndNonEmployeeStockOptionMember2019-01-012019-09-300001477449us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2019-01-012019-09-300001477449tdoc:EmployeeAndNonEmployeeStockOptionMemberus-gaap:ShareBasedPaymentArrangementEmployeeMember2019-01-012019-09-300001477449srt:MinimumMemberus-gaap:RestrictedStockUnitsRSUMember2019-01-012019-09-300001477449srt:MaximumMemberus-gaap:RestrictedStockUnitsRSUMember2019-01-012019-09-300001477449tdoc:VisitFeeOnlyRevenueMembercountry:US2019-07-012019-09-300001477449tdoc:SubscriptionAccessFeesMemberus-gaap:NonUsMember2019-07-012019-09-300001477449tdoc:SubscriptionAccessFeesMembercountry:US2019-07-012019-09-300001477449tdoc:PaidVisitsRevenueMemberus-gaap:NonUsMember2019-07-012019-09-300001477449tdoc:PaidVisitsRevenueMembercountry:US2019-07-012019-09-300001477449us-gaap:NonUsMember2019-07-012019-09-300001477449tdoc:VisitFeeOnlyRevenueMembercountry:US2019-01-012019-09-300001477449tdoc:SubscriptionAccessFeesMemberus-gaap:NonUsMember2019-01-012019-09-300001477449tdoc:SubscriptionAccessFeesMembercountry:US2019-01-012019-09-300001477449tdoc:PaidVisitsRevenueMemberus-gaap:NonUsMember2019-01-012019-09-300001477449tdoc:PaidVisitsRevenueMembercountry:US2019-01-012019-09-300001477449us-gaap:NonUsMember2019-01-012019-09-300001477449tdoc:VisitFeeOnlyRevenueMembercountry:US2018-07-012018-09-300001477449tdoc:SubscriptionAccessFeesMemberus-gaap:NonUsMember2018-07-012018-09-300001477449tdoc:SubscriptionAccessFeesMembercountry:US2018-07-012018-09-300001477449tdoc:PaidVisitsRevenueMemberus-gaap:NonUsMember2018-07-012018-09-300001477449tdoc:PaidVisitsRevenueMembercountry:US2018-07-012018-09-300001477449us-gaap:NonUsMember2018-07-012018-09-300001477449tdoc:VisitFeeOnlyRevenueMembercountry:US2018-01-012018-09-300001477449tdoc:SubscriptionAccessFeesMemberus-gaap:NonUsMember2018-01-012018-09-300001477449tdoc:SubscriptionAccessFeesMembercountry:US2018-01-012018-09-300001477449tdoc:PaidVisitsRevenueMemberus-gaap:NonUsMember2018-01-012018-09-300001477449tdoc:PaidVisitsRevenueMembercountry:US2018-01-012018-09-300001477449us-gaap:NonUsMember2018-01-012018-09-300001477449tdoc:SecondaryPublicOfferingAndOverAllotmentOptionMember2018-07-262018-07-260001477449srt:RestatementAdjustmentMemberus-gaap:AccountingStandardsUpdate201602Member2019-01-010001477449us-gaap:NonUsMember2019-09-300001477449us-gaap:NonUsMember2018-12-310001477449tdoc:SeniorSecuredRevolvingCreditFacilityJuly2017Member2019-09-300001477449tdoc:SeniorSecuredRevolvingCreditFacilityJuly2017Member2018-12-310001477449tdoc:SeniorSecuredRevolvingCreditFacilityJuly2017Member2017-07-140001477449srt:MinimumMember2019-09-300001477449srt:MaximumMember2019-09-300001477449us-gaap:AccountingStandardsUpdate201602Member2019-01-012019-01-0100014774492018-01-012018-12-310001477449srt:MinimumMemberus-gaap:TrademarksMember2019-01-012019-09-300001477449srt:MinimumMemberus-gaap:NoncompeteAgreementsMember2019-01-012019-09-300001477449srt:MinimumMemberus-gaap:CustomerRelationshipsMember2019-01-012019-09-300001477449srt:MinimumMembertdoc:SoftwareDevelopmentAndOtherMember2019-01-012019-09-300001477449srt:MaximumMemberus-gaap:TrademarksMember2019-01-012019-09-300001477449srt:MaximumMemberus-gaap:NoncompeteAgreementsMember2019-01-012019-09-300001477449srt:MaximumMemberus-gaap:CustomerRelationshipsMember2019-01-012019-09-300001477449srt:MaximumMembertdoc:SoftwareDevelopmentAndOtherMember2019-01-012019-09-300001477449us-gaap:PatentsMember2019-01-012019-09-300001477449srt:MinimumMemberus-gaap:TrademarksMember2018-01-012018-12-310001477449srt:MinimumMemberus-gaap:NoncompeteAgreementsMember2018-01-012018-12-310001477449srt:MinimumMemberus-gaap:CustomerRelationshipsMember2018-01-012018-12-310001477449srt:MinimumMembertdoc:SoftwareDevelopmentAndOtherMember2018-01-012018-12-310001477449srt:MaximumMemberus-gaap:TrademarksMember2018-01-012018-12-310001477449srt:MaximumMemberus-gaap:NoncompeteAgreementsMember2018-01-012018-12-310001477449srt:MaximumMemberus-gaap:CustomerRelationshipsMember2018-01-012018-12-310001477449srt:MaximumMembertdoc:SoftwareDevelopmentAndOtherMember2018-01-012018-12-310001477449us-gaap:PatentsMember2018-01-012018-12-310001477449srt:WeightedAverageMemberus-gaap:TrademarksMember2019-01-012019-09-300001477449srt:WeightedAverageMemberus-gaap:PatentsMember2019-01-012019-09-300001477449srt:WeightedAverageMemberus-gaap:NoncompeteAgreementsMember2019-01-012019-09-300001477449srt:WeightedAverageMemberus-gaap:CustomerRelationshipsMember2019-01-012019-09-300001477449srt:WeightedAverageMembertdoc:SoftwareDevelopmentAndOtherMember2019-01-012019-09-300001477449srt:WeightedAverageMember2019-01-012019-09-300001477449srt:WeightedAverageMemberus-gaap:TrademarksMember2018-01-012018-12-310001477449srt:WeightedAverageMemberus-gaap:PatentsMember2018-01-012018-12-310001477449srt:WeightedAverageMemberus-gaap:NoncompeteAgreementsMember2018-01-012018-12-310001477449srt:WeightedAverageMemberus-gaap:CustomerRelationshipsMember2018-01-012018-12-310001477449srt:WeightedAverageMembertdoc:SoftwareDevelopmentAndOtherMember2018-01-012018-12-310001477449srt:WeightedAverageMember2018-01-012018-12-310001477449us-gaap:TrademarksMember2019-09-300001477449us-gaap:PatentsMember2019-09-300001477449us-gaap:NoncompeteAgreementsMember2019-09-300001477449us-gaap:CustomerRelationshipsMember2019-09-300001477449tdoc:SoftwareDevelopmentAndOtherMember2019-09-300001477449us-gaap:TrademarksMember2018-12-310001477449us-gaap:PatentsMember2018-12-310001477449us-gaap:NoncompeteAgreementsMember2018-12-310001477449us-gaap:CustomerRelationshipsMember2018-12-310001477449tdoc:SoftwareDevelopmentAndOtherMember2018-12-310001477449tdoc:ContingentLiabilityMember2019-09-300001477449tdoc:ContingentLiabilityMember2019-04-300001477449tdoc:ContingentLiabilityMember2019-05-012019-09-300001477449tdoc:EmployeeAndNonEmployeeStockOptionMember2019-09-300001477449tdoc:ConvertibleSeniorNotesDue2025Member2018-09-300001477449tdoc:ConvertibleSeniorNotesDue2022Member2018-09-300001477449tdoc:ConvertibleSeniorNotesDue2025Memberus-gaap:FairValueInputsLevel2Member2019-09-300001477449tdoc:ConvertibleSeniorNotesDue2022Memberus-gaap:FairValueInputsLevel2Member2019-09-300001477449tdoc:ConvertibleSeniorNotesDue2025Memberus-gaap:DebtInstrumentRedemptionPeriodFiveMember2018-05-082018-05-080001477449tdoc:ConvertibleSeniorNotesDue2022Memberus-gaap:DebtInstrumentRedemptionPeriodThreeMember2017-06-272017-06-270001477449tdoc:ConvertibleSeniorNotesDue2025Member2019-09-300001477449tdoc:ConvertibleSeniorNotesDue2022Member2019-09-300001477449tdoc:ConvertibleSeniorNotesDue2025Member2018-12-310001477449tdoc:ConvertibleSeniorNotesDue2022Member2018-12-310001477449tdoc:SubscriptionAccessFeesMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2019-07-012019-09-300001477449tdoc:SubscriptionAccessFeesMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2019-01-012019-09-300001477449tdoc:SubscriptionAccessFeesMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2018-07-012018-09-300001477449tdoc:SubscriptionAccessFeesMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:ProductConcentrationRiskMember2018-01-012018-09-3000014774492018-05-3100014774492018-05-3000014774492018-09-3000014774492017-12-310001477449tdoc:AdvanceMedicalMemberus-gaap:TrademarksMember2018-05-310001477449tdoc:AdvanceMedicalMemberus-gaap:SoftwareDevelopmentMember2018-05-310001477449tdoc:AdvanceMedicalMemberus-gaap:NoncompeteAgreementsMember2018-05-310001477449tdoc:AdvanceMedicalMemberus-gaap:CustomerRelationshipsMember2018-05-310001477449tdoc:AdvanceMedicalMemberus-gaap:AboveMarketLeasesMember2018-05-310001477449tdoc:MedecinDirectMember2019-04-302019-04-300001477449tdoc:AdvanceMedicalMember2018-05-310001477449us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2018-12-310001477449us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2018-12-310001477449us-gaap:FairValueMeasurementsRecurringMember2018-12-310001477449tdoc:ConvertibleSeniorNotesDue2025Member2019-07-012019-09-300001477449tdoc:ConvertibleSeniorNotesDue2022Member2019-07-012019-09-300001477449tdoc:ConvertibleSeniorNotesDue2025Member2018-07-012018-09-300001477449tdoc:ConvertibleSeniorNotesDue2022Member2018-07-012018-09-300001477449tdoc:ConvertibleSeniorNotesDue2025Member2018-01-012018-09-300001477449tdoc:ConvertibleSeniorNotesDue2022Member2018-01-012018-09-300001477449us-gaap:GeneralAndAdministrativeExpenseMember2019-07-012019-09-300001477449tdoc:TechnologyAndDevelopmentMember2019-07-012019-09-300001477449tdoc:SalesExpenseMember2019-07-012019-09-300001477449tdoc:EmployeeStockPurchasePlan2015Member2019-07-012019-09-300001477449tdoc:AdministrativeAndMarketingMember2019-07-012019-09-300001477449us-gaap:GeneralAndAdministrativeExpenseMember2019-01-012019-09-300001477449tdoc:TechnologyAndDevelopmentMember2019-01-012019-09-300001477449tdoc:SalesExpenseMember2019-01-012019-09-300001477449tdoc:EmployeeStockPurchasePlan2015Member2019-01-012019-09-300001477449tdoc:AdministrativeAndMarketingMember2019-01-012019-09-300001477449us-gaap:GeneralAndAdministrativeExpenseMember2018-07-012018-09-300001477449tdoc:TechnologyAndDevelopmentMember2018-07-012018-09-300001477449tdoc:SalesExpenseMember2018-07-012018-09-300001477449tdoc:EmployeeStockPurchasePlan2015Member2018-07-012018-09-300001477449tdoc:AdministrativeAndMarketingMember2018-07-012018-09-300001477449us-gaap:GeneralAndAdministrativeExpenseMember2018-01-012018-09-300001477449tdoc:TechnologyAndDevelopmentMember2018-01-012018-09-300001477449tdoc:SalesExpenseMember2018-01-012018-09-300001477449tdoc:EmployeeStockPurchasePlan2015Member2018-01-012018-09-300001477449tdoc:AdministrativeAndMarketingMember2018-01-012018-09-300001477449us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2019-09-300001477449us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2018-12-310001477449us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2019-07-012019-09-300001477449us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2019-01-012019-09-300001477449us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2018-07-012018-09-300001477449us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2018-01-012018-09-300001477449us-gaap:RetainedEarningsMember2019-07-012019-09-300001477449us-gaap:AdditionalPaidInCapitalMember2019-07-012019-09-300001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-07-012019-09-300001477449us-gaap:RetainedEarningsMember2019-04-012019-06-300001477449us-gaap:AdditionalPaidInCapitalMember2019-04-012019-06-300001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-04-012019-06-3000014774492019-04-012019-06-300001477449us-gaap:RetainedEarningsMember2019-01-012019-03-310001477449us-gaap:AdditionalPaidInCapitalMember2019-01-012019-03-310001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-03-3100014774492019-01-012019-03-310001477449us-gaap:RetainedEarningsMember2018-07-012018-09-300001477449us-gaap:AdditionalPaidInCapitalMember2018-07-012018-09-300001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-07-012018-09-300001477449us-gaap:RetainedEarningsMember2018-04-012018-06-300001477449us-gaap:AdditionalPaidInCapitalMember2018-04-012018-06-300001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-04-012018-06-3000014774492018-04-012018-06-300001477449us-gaap:RetainedEarningsMember2018-01-012018-03-310001477449us-gaap:AdditionalPaidInCapitalMember2018-01-012018-03-310001477449us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-03-3100014774492018-01-012018-03-310001477449us-gaap:CommonStockMember2019-07-012019-09-300001477449us-gaap:CommonStockMember2019-04-012019-06-300001477449us-gaap:CommonStockMember2019-01-012019-03-310001477449us-gaap:CommonStockMember2018-07-012018-09-300001477449us-gaap:CommonStockMember2018-04-012018-06-300001477449us-gaap:CommonStockMember2018-01-012018-03-310001477449tdoc:EmployeeAndNonEmployeeStockOptionMember2019-07-012019-09-300001477449tdoc:EmployeeAndNonEmployeeStockOptionMember2019-01-012019-09-300001477449tdoc:EmployeeAndNonEmployeeStockOptionMember2018-07-012018-09-300001477449tdoc:EmployeeAndNonEmployeeStockOptionMember2018-01-012018-09-300001477449tdoc:IncentiveAwardPlan2015Member2019-01-012019-09-300001477449us-gaap:RestrictedStockUnitsRSUMember2018-12-310001477449us-gaap:RestrictedStockUnitsRSUMember2019-07-012019-09-300001477449us-gaap:RestrictedStockUnitsRSUMember2018-07-012018-09-300001477449us-gaap:RestrictedStockUnitsRSUMember2018-01-012018-09-300001477449us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-09-300001477449us-gaap:RestrictedStockUnitsRSUMember2019-09-300001477449tdoc:EmployeeStockPurchasePlan2015Member2015-07-012015-07-310001477449tdoc:ConvertibleSeniorNotesDue2025Memberus-gaap:DebtInstrumentRedemptionPeriodFourMember2018-05-080001477449tdoc:ConvertibleSeniorNotesDue2025Member2018-05-080001477449tdoc:ConvertibleSeniorNotesDue2022Memberus-gaap:DebtInstrumentRedemptionPeriodOneMember2017-06-270001477449tdoc:ConvertibleSeniorNotesDue2022Member2017-06-270001477449tdoc:ConvertibleSeniorNotesDue2025Memberus-gaap:DebtInstrumentRedemptionPeriodFourMember2018-05-082018-05-080001477449tdoc:ConvertibleSeniorNotesDue2022Memberus-gaap:DebtInstrumentRedemptionPeriodOneMember2017-06-272017-06-270001477449tdoc:ConvertibleSeniorNotesDue2025Member2018-05-082018-05-080001477449tdoc:ConvertibleSeniorNotesDue2022Member2017-06-272017-06-270001477449tdoc:ConvertibleSeniorNotesDue2025Member2019-01-012019-09-300001477449tdoc:ConvertibleSeniorNotesDue2022Member2019-01-012019-09-3000014774492019-07-012019-09-3000014774492018-07-012018-09-300001477449us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2019-09-300001477449us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2019-09-300001477449us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2019-09-300001477449us-gaap:FairValueMeasurementsRecurringMember2019-09-300001477449tdoc:EmployeeStockPurchasePlan2015Member2019-09-300001477449tdoc:AdvanceMedicalMember2018-05-312018-05-3100014774492019-09-3000014774492018-12-3100014774492018-01-012018-09-3000014774492019-10-2400014774492019-01-012019-09-30xbrli:sharesiso4217:USDtdoc:itemtdoc:Dxbrli:pureiso4217:USDxbrli:sharestdoc:segment

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-37477

TELADOC HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware		04-3705970
(State of incorporation)		(I.R.S. Employer Identification No.)

2 Manhattanville Road, Suite 203
Purchase, New York		10577
(Address of principal executive office)		(Zip code)

(203) 635-2002

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	TDOC	The New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	⌧	Accelerated filer	◻	Non-accelerated filer	◻	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ⌧

As of October 24, 2019, the Registrant had 72,382,343 shares of Common Stock outstanding.

Table of Contents

TELADOC HEALTH, INC.

QUARTERLY REPORT ON FORM 10-Q

For the period ended September 30, 2019

TABLE OF CONTENTS

		Page Number

PART I	Financial Information	2
Item 1.	Financial Statements	2
	Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018	2
	Consolidated Statements of Operations (unaudited) for the quarters and nine months ended September 30, 2019 and 2018	3
	Consolidated Statements of Comprehensive Loss (unaudited) for the quarters and nine months ended September 30, 2019 and 2018	4
	Consolidated Statements of Stockholders’ Equity (unaudited) for the quarters and nine months ended September 30, 2019 and 2018	5
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2019 and 2018	6
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II	Other Information	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
Exhibit Index		38
Signatures		40

Table of Contents

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

TELADOC HEALTH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data, unaudited)


	September 30,		December 31,
	2019		2018

Assets
Current assets:
Cash and cash equivalents	$	475,242	$	423,989
Short-term investments		15,633		54,545
Accounts receivable, net of allowance of $3,287 and $3,382, respectively		53,669		43,571
Prepaid expenses and other current assets		13,416		10,631
Total current assets		557,960		532,736
Property and equipment, net		10,021		10,148
Goodwill		737,647		737,197
Intangible assets, net		228,838		247,394
Operating lease - right-of-use assets		27,596		—
Other assets		6,367		1,401
Total assets	$	1,568,429	$	1,528,876
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	6,068	$	7,769
Accrued expenses and other current liabilities		53,822		26,801
Accrued compensation		25,312		27,869
Total current liabilities		85,202		62,439
Other liabilities		7,156		6,191
Operating lease liabilities, net of current portion		25,853		—
Deferred taxes		22,720		32,444
Convertible senior notes, net		433,760		414,683
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 150,000,000 shares authorized as of September 30, 2019 and December 31, 2018; 72,356,849 shares and 70,516,249 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		72		70
Additional paid-in capital		1,510,205		1,434,780
Accumulated deficit		(488,481)		(408,661)
Accumulated other comprehensive loss		(28,058)		(13,070)
Total stockholders’ equity		993,738		1,013,119
Total liabilities and stockholders’ equity	$	1,568,429	$	1,528,876

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

TELADOC HEALTH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data, unaudited)


	Quarter Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Revenue	$	137,969	$	110,962	$	396,818	$	295,166
Expenses:
Cost of revenue		42,799		34,167		129,110		88,707
Operating expenses:
Advertising and marketing		31,321		21,668		84,341		61,554
Sales		16,120		16,303		48,164		44,645
Technology and development		15,746		13,577		48,398		40,829
Legal and regulatory		1,634		807		5,239		2,491
Acquisition and integration related costs		1,995		1,588		4,143		8,957
Gain on sale		—		(1,430)		—		(5,500)
General and administrative		38,681		30,314		113,212		80,455
Depreciation and amortization		9,617		9,746		29,065		26,045
Total expenses		157,913		126,740		461,672		348,183
Loss from operations		(19,944)		(15,778)		(64,854)		(53,017)
Interest expense, net		7,700		7,666		21,432		19,449
Net loss before taxes		(27,644)		(23,444)		(86,286)		(72,466)
Income tax benefit		(7,298)		(180)		(6,466)		(261)
Net loss	$	(20,346)	$	(23,264)	$	(79,820)	$	(72,205)

Net loss per share, basic and diluted	$	(0.28)	$	(0.34)	$	(1.11)	$	(1.12)

Weighted-average shares used to compute basic and diluted net loss per share		72,151,094		68,247,655		71,601,790		64,363,943

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

TELADOC HEALTH, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, unaudited)


	Quarter Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Net loss	$	(20,346)	$	(23,264)	$	(79,820)	$	(72,205)
Other comprehensive loss, net of tax:
Net change in unrealized (loss) gains on available-for-sale securities		(23)		11		37		52
Cumulative translation adjustment		(15,493)		(1,840)		(15,025)		(8,498)
Other comprehensive loss, net of tax		(15,516)		(1,829)		(14,988)		(8,446)
Comprehensive loss	$	(35,862)	$	(25,093)	$	(94,808)	$	(80,651)

See accompanying notes to unaudited consolidated financial statements

Table of Contents

TELADOC HEALTH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data, unaudited)


								Accumulated
				Additional				Other		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Capital		Deficit		(Loss) Income		Equity
Balance as of December 31, 2018	70,516,249	$	70	$	1,434,780	$	(408,661)	$	(13,070)	$	1,013,119
Exercise of stock options	564,102		1		8,853		—		—		8,854
Issuance of restricted stock units	383,060		—		—		—		—		—
Stock-based compensation	—		—		13,523		—		—		13,523
Other comprehensive loss, net of tax	—		—		—		—		(3,788)		(3,788)
Net loss	—		—		—		(30,150)		—		(30,150)
Balance as of March 31, 2019	71,463,411		71		1,457,156		(438,811)		(16,858)		1,001,558
Exercise of stock options	350,219		1		6,846		—		—		6,847
Issuance of restricted stock units	85,035		—		—		—		—		—
Issuance of stock under employee stock purchase plan	35,716		—		1,875		—		—		1,875
Stock-based compensation	—		—		17,368		—		—		17,368
Other comprehensive loss, net of tax	—		—		—		—		4,316		4,316
Net loss	—		—		—		(29,324)		—		(29,324)
Balance as of June 30, 2019	71,934,381		72		1,483,245		(468,135)		(12,542)		1,002,640
Exercise of stock options	356,691		—		9,119		—		—		9,119
Issuance of restricted stock units	65,622		—		—		—		—		—
Issuance of common stock for Convertible Notes	155		—		8		—		—		8
Stock-based compensation	—		—		17,833		—		—		17,833
Other comprehensive loss, net of tax	—		—		—		—		(15,516)		(15,516)
Net loss	—		—		—		(20,346)		—		(20,346)
Balance as of September 30, 2019	72,356,849	$	72	$	1,510,205	$	(488,481)	$	(28,058)	$	993,738

Balance as of December 31, 2017	61,534,101	$	61	$	866,330	$	(311,577)	$	4,089	$	558,903
Exercise of stock options	651,010		1		8,642		—		—		8,643
Issuance of restricted stock units	95,094		—		—		—		—		—
Stock-based compensation	—		—		7,832		—		—		7,832
Other comprehensive loss, net of tax	—		—		—		—		(648)		(648)
Net loss	—		—		—		(23,862)		—		(23,862)
Balance as of March 31, 2018	62,280,205		62		882,804		(335,439)		3,441		550,868
Exercise of stock options	527,799		—		7,122		—		—		7,122
Equity component of Convertible Senior Notes, net of issuance costs	—		—		91,392		—		—		91,392
Issuance of restricted stock units	69,938		—		—		—		—		—
Issuance of stock under employee stock purchase plan	56,453		—		1,423		—		—		1,423
Issuance of stock in acquisition	1,344,387		2		68,562		—		—		68,564
Stock-based compensation	—		—		11,059		—		—		11,059
Other comprehensive loss, net of tax	—		—		—		—		(5,969)		(5,969)
Net loss	—		—		—		(25,079)		—		(25,079)
Balance as of June 30, 2018	64,278,782		64		1,062,362		(360,518)		(2,528)		699,380
Exercise of stock options	643,310		1		10,432		—		—		10,433
Follow-On Offerings	5,000,000		5		330,851		—		—		330,856
Issuance of restricted stock units	112,759		—		—		—		—		—
Stock-based compensation	—		—		12,195		—		—		12,195
Other comprehensive loss, net of tax	—		—		—		—		(1,829)		(1,829)
Net loss	—		—		—		(23,264)		—		(23,264)
Balance as of September 30, 2018	70,034,851	$	70	$	1,415,840	$	(383,782)	$	(4,357)	$	1,027,771

Table of Contents

See accompanying notes to unaudited consolidated financial statements.

TELADOC HEALTH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	Nine Months Ended September 30,
	2019		2018
Cash flows provided by (used in) operating activities:
Net loss	$	(79,820)	$	(72,205)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		33,860		26,045
Allowance for doubtful accounts		1,717		1,535
Stock-based compensation		48,245		31,086
Deferred income taxes		(10,288)		(1,907)
Accretion of interest		19,422		13,593
Gain on sale		—		(5,500)
Changes in operating assets and liabilities:
Accounts receivable		(12,386)		(7,535)
Prepaid expenses and other current assets		(2,219)		(1,656)
Other assets		73		(327)
Accounts payable		(1,976)		(357)
Accrued expenses and other current liabilities		21,012		7,561
Accrued compensation		(1,813)		1,991
Operating lease liabilities		(1,481)		—
Other liabilities		(2,599)		340
Net cash provided by (used in) operating activities		11,747		(7,336)
Cash flows provided by (used in) investing activities:
Purchase of property and equipment		(2,847)		(2,732)
Purchase of internal-use software		(4,658)		(2,758)
Purchase of marketable securities		—		(12,141)
Proceeds from marketable securities		39,165		79,470
Sale of assets		10		5,500
Investment in securities		(5,000)		—
Acquisition of business, net of cash acquired		(11,204)		(282,487)
Net cash provided by (used in) investing activities		15,466		(215,148)
Cash flows provided by financing activities:
Net proceeds from the exercise of stock options		24,820		26,198
Proceeds from issuance of convertible notes		—		279,147
Proceeds from issuance of common stock		—		330,856
Proceeds from employee stock purchase plan		1,875		1,423
Cash (paid) received for withholding taxes on stock-based compensation, net		(1,642)		539
Net cash provided by financing activities		25,053		638,163
Net increase in cash and cash equivalents		52,266		415,679
Foreign exchange difference		(1,013)		(942)
Cash and cash equivalents at beginning of the period		423,989		42,817
Cash and cash equivalents at end of the period	$	475,242	$	457,554

Income taxes paid	$	846	$	238

Interest paid	$	6,112	$	4,125

Table of Contents

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

Note 1. Organization and Description of Business

Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health” or the “Company”. The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in providing virtual healthcare services with a focus on high quality, lower costs, and improved outcomes around the world.

On July 26, 2018, Teladoc Health completed a follow-on public offering (the “July Offering”) in which the Company issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share. The Company received net proceeds of $330.9 million after deducting offering expenses of $0.5 million.

On May 31, 2018, the Company completed the acquisition of Advance Medical-Health Care Management Services, S.A. (“Advance Medical”), a leading global virtual healthcare provider. See Note 4 “Business Acquisition” for additional information.

On May 8, 2018, the Company issued, at par value, $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear cash interest at a rate of 1.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The 2025 Notes will mature on May 15, 2025. The net proceeds to the Company from the offering were $279.1 million after deducting offering costs of approximately $8.4 million.

Note 2. Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the financial position, results of operations and cash flows of the Company at the dates and for the periods indicated. The interim results for the quarter and nine months ended September 30, 2019 are not necessarily indicative of results for the full 2019 calendar year or any other future interim periods. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the year ended December 31, 2018.

The unaudited consolidated financial statements include the results of Teladoc Health, its wholly owned subsidiaries, as well as two professional associations, fourteen professional corporations and a service corporation (the “Association”).

Teladoc Physicians, P.A. is party to several services agreements by and among it and the professional corporations pursuant to which each professional corporation provides services to Teladoc Physicians, P.A. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.

The Company holds a variable interest in the Association which contracts with physicians and other health professionals in order to provide services to Teladoc Health. The Association is considered a variable interest entity (“VIE”) since it does not have sufficient equity to finance its activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE, must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control all activities of the Association and funds and absorbs all losses of the VIE.

Total revenue and net (loss) income for the VIE were $17.2 million and $0.2 million, respectively, for the quarter ended September 30, 2019 and $11.6 million and $(4.5) million, respectively, for the quarter ended September 30, 2018. Total revenue and net (loss) income for the VIE were $55.7 million and $(0.1) million, respectively, for the

Table of Contents

nine months ended September 30, 2019 and $40.6 million and $(2.5) million, respectively, for the nine months ended September 30, 2018. The VIE’s total assets were $13.5 million and $9.8 million at September 30, 2019 and December 31, 2018, respectively. Total liabilities for the VIE were $48.1 million and $44.3 million at September 30, 2019 and December 31, 2018, respectively. The VIE’s total stockholders’ deficit was $34.6 million and $34.5 million at September 30, 2019 and December 31, 2018, respectively.

The functional currency for each of the Company’s foreign subsidiaries is the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the weighted average exchange rate during the period. Cumulative translation gains or losses are included in stockholders’ equity as a component of accumulated other comprehensive income (loss).

The Company operates in a single reportable segment – health services. Revenue earned by foreign operations outside of the United States were $27.4 million and $24.5 million for the quarters ended September 30, 2019 and 2018, respectively. Revenue earned by foreign operations outside of the United States were $78.7 million and $50.4 million for the nine months ended September 30, 2019 and 2018, respectively. Long-lived assets from foreign operations totaled $1.7 million and $1.5 million as of September 30, 2019 and December 31, 2018, respectively.

All intercompany transactions and balances have been eliminated.

Recently Issued Accounting Pronouncements

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718, Compensation - Stock Compensation, which currently only includes share-based payments to employees, to include share-based payments issued to nonemployees for goods or services and the accounting is substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. This standard is effective for public companies for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted as long as ASU No. 2014-09 has been adopted by the Company. The Company has elected to early adopt this standard as of July 1, 2018 and the adoption of ASU No. 2018-07 had no impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The Company adopted this standard on January 1, 2019 utilizing the modified retrospective approach and reflecting a cumulative effect adjustment at that time. Under this adoption method, prior periods are presented in accordance with the previous guidance in ASC 840, Leases.

In adopting the new standard, the Company elected to utilize the available package of practical expedients permitted under the transition guidance within the new standard, which does not require the reassessment of the following: i) whether existing or expired arrangements are or contain a lease, ii) the lease classification of existing or expired leases, and iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. Additionally, the Company made an accounting policy election to keep leases with a term of 12 months or less off of its balance sheet. As part of its adoption, the Company underwent a process of assessing the lease population and determining the impact of the adoption of this standard which resulted in the recognition of operating lease liabilities of and right-of-use assets of approximately $33 million on the Company’s balance sheet relating to its leases on the consolidated financial statements. The Company determined the most significant impact was the recognition of right of use assets and lease liabilities for operating leases on the consolidated balance sheets and there was no impact on the consolidated statements of operations or consolidated statements of cash flows. See Note 7 “Leases”, for further information.

In January 2017, the FASB issued ASU 2017-04, Goodwill Simplifications (Topic 350). ASU 2017-04 simplifies the test for goodwill impairment. The new guidance eliminates Step 2 from the goodwill impairment test as currently prescribed in the U.S. generally accepted accounting principle. This ASU is the result of the FASB project focused on simplifications to accounting for goodwill. The new guidance will be effective for the Company starting in the first quarter of fiscal 2020. Early adoption is permitted in any annual or interim period. The Company is currently in

Table of Contents

the process of evaluating the impact of the adoption of this standard on the consolidated financial statements.

Summary of Significant Accounting Policies

Effective January 1, 2019, the Company adopted ASC 842, using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, Leases.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as incentives received and initial direct costs. The interest rate implicit in lease contracts is typically not readily determinable. Therefore, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In accordance with the guidance in ASC 842, components of a lease, beginning on or after the ASC 842 effective date, should be broken into three categories: lease components, non-lease components, and operating expenses (e.g. property taxes, insurance, etc.) Then the consideration in the contract must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company elected to not apply the practical expedient combining lease and non-lease components.

There have been no other changes to the significant accounting policies described in the 2018 Form 10-K that have had a material impact on the consolidated financial statements and related notes.

Note 3. Revenue

The Company generates virtual healthcare service revenue from contracts with clients who purchase access to the Company’s professional provider network or medical experts for their employees, dependents and other beneficiaries. The Company’s client contracts include a per-member-per-month subscription access fee as well as certain contracts that generate additional revenue on a per-telehealth visit basis for general medical, other specialty visits and expert medical service on a per case basis. The Company also has certain contracts that generate revenue based solely on a per telehealth visit basis for general medical and other specialty visits. For the Company’s direct-to-consumer behavioral health product, members purchase access to the Company’s professional provider network for a subscription access fee. Accordingly, the Company generates subscription access revenue from subscription access fees and visit fee revenue for general medical, expert medical service and other specialty visits.

The Company’s agreements generally have a term of one year. The majority of clients renew their contracts following their first year of services. Revenues are recognized when the Company satisfies its performance obligation to stand ready to provide telehealth services which occurs when the Company’s clients and members have access to and obtain control of the telehealth service. The Company generally bills for the telehealth services on a monthly basis with payment terms generally being 30 days. There are not significant differences between the timing of revenue recognition and billing. Consequently, the Company has determined that client contracts do not include a financing component. Revenue is recognized in an amount that reflects the consideration that is expected in exchange for the service and includes a variable transaction price as the number of members may vary from period to period. Based on historical experience, the Company estimates this amount.

Subscription access revenue accounted for approximately 86% and 87% of our total revenue for the quarters ended September 30, 2019 and 2018, respectively. Subscription access revenue accounted for approximately 85% and 84% of our total revenue for the nine months ended September 30, 2019 and 2018, respectively.

Table of Contents

The following table presents the Company’s revenues disaggregated by revenue source (in thousands):


	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Subscription Access Fees:
U.S.	$	92,095	$	72,521	$	258,604	$	198,607
International		27,030		24,040		77,716		49,480
Visit Fee Revenue:
U.S. Paid Visits		14,142		11,330		47,473		37,334
U.S. Visit Fee Only		4,307		2,509		11,974		8,758
International Paid Visits		395		562		1,051		987
Total Revenues	$	137,969	$	110,962	$	396,818	$	295,166

As of September 30, 2019, accounts receivable, net of allowance for doubtful accounts, were $53.7 million. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on historical experience, specific account information and other currently available evidence.

For certain services, payment is required for future months before the service is delivered to the client or member. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. The net increase of $6.7 million and $4.0 million in the deferred revenue balance for the nine months ended September 30, 2019 and 2018, respectively, are primarily driven by Advance Medical and cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenue recognized that were included in the deferred revenue balance at the beginning of the period. The Company anticipates that it will satisfy most of its performance obligations associated with the deferred revenue within the prospective fiscal year.

The Company’s contracts do not generally contain refund provisions for fees earned related to services performed. However, the Company’s direct-to-consumer behavioral health service provides for member refunds. Based on historical experience, the Company estimates the expected amount of refunds to be issued which are recorded as a reduction of revenue. The Company issued refunds of approximately $0.9 million and $0.6 million for the quarter ended September 30, 2019 and 2018, respectively. The Company issued refunds of approximately $2.1 million and $2.2 million for the nine months ended September 30, 2019 and 2018, respectively.

Additionally, certain of the Company’s contracts include client performance guarantees that are based upon minimum Member utilization and guarantees by the Company for specific service level performance of the Company’s services. If client performance guarantees are not being realized, the Company records, as a reduction to revenue, an estimate of the amount that will be due at the end of the respective client’s contractual period. For the quarter and nine months ended September 30, 2019 and 2018, revenue recognized from performance obligations related to prior periods for the aforementioned changes in transaction price or client performance guarantees, were not material.

The Company has elected the optional exemption to not disclose the remaining performance obligations of its contracts since substantially all of its contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations.

Note 4. Business Acquisitions

On April 30, 2019, the Company completed the acquisition of the Paris-based telemedicine provider MedecinDirect in which MedecinDirect became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $11.2 million with additional potential earnout consideration. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from the acquisition is not tax deductible.

On May 31, 2018, the Company completed the acquisition of Advance Medical through a merger in which Advance Medical became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was

Table of Contents

$351.7 million, which was comprised of 1,344,387 shares of Teladoc Health’s common stock valued at $68.6 million on May 31, 2018, and $283.1 million of net cash. Advance Medical is a leading global virtual healthcare provider offering a portfolio of virtual healthcare and expert medical service solutions. The acquisition was considered a stock acquisition for tax purposes and accordingly, the goodwill resulting from this acquisition is not tax deductible. The total acquisition related costs were $5.8 million and included transaction costs for investment bankers and other professional fees.

The acquisition described above was accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired, and the liabilities assumed be recognized at their fair values as of the acquisition date. The results of the acquisition were included within the consolidated financial statements commencing on the aforementioned acquisition date.

The following table summarizes the fair value estimates of the assets acquired and liabilities assumed at the acquisition date. The Company, with the assistance of a third-party valuation expert, estimated the fair value of the acquired tangible and intangible assets.

Identifiable assets acquired and liabilities assumed (in thousands):


	Advance Medical
Purchase price, net of cash acquired	$	351,694
Less:
Accounts receivable		8,553
Property and equipment, net		1,326
Other assets		3,675
Client relationships		100,760
Non-compete agreements		1,540
Internal-use software		770
Trademarks		16,190
Favorable leases		203
Accounts payable		(361)
Deferred taxes		(22,714)
Other liabilities		(8,368)
Goodwill	$	250,120

The amount allocated to goodwill reflects the benefits Teladoc Health expects to realize from the growth of the acquisition operations. Advance Medical’s operating results has been included in the accompanying unaudited consolidated financial statements of the Company since its acquisition on May 31, 2018.

Table of Contents

Note 5. Intangible Assets, Net

Intangible assets, net consist of the following (in thousands):


								Weighted
								Average
	Useful			Accumulated		Net Carrying		Remaining
	Life	Gross Value		Amortization		Value		Useful Life
September 30, 2019
Client relationships	2 to 20 years	$	233,993	$	(53,826)	$	180,167	13.2
Non-compete agreements	1.5 to 5 years		4,919		(4,119)		800	1.7
Trademarks	3 to 15 years		42,019		(6,365)		35,654	13.1
Patents	3 years		200		(189)		11	0.1
Internal-use software and other	3 to 5 years		32,182		(19,976)		12,206	2.2
Intangible assets, net		$	313,313	$	(84,475)	$	228,838	12.6
December 31, 2018
Client relationships	2 to 20 years	$	233,007	$	(35,453)	$	197,554	13.7
Non-compete agreements	1.5 to 5 years		4,992		(3,741)		1,251	2.4
Trademarks	3 to 15 years		41,815		(4,137)		37,678	13.9
Patents	3 years		200		(139)		61	0.9
Internal-use software	3 to 5 years		25,644		(14,794)		10,850	2.0
Intangible assets, net		$	305,658	$	(58,264)	$	247,394	13.2

Amortization expense for intangible assets was $8.7 million and $8.9 million for the quarters ended September 30, 2019 and 2018, respectively. Amortization expense for intangible assets was $26.4 million and $22.9 million for the nine months ended September 30, 2019 and 2018, respectively.

Note 6. Goodwill

Goodwill consists of the following (in thousands):


	As of September 30,			As of December 31,
	2019		2018
Beginning balance	$	737,197	$	498,520
Additions associated with acquisitions		10,604		250,120
Cumulative translation adjustment		(10,154)		(11,443)
Goodwill	$	737,647	$	737,197

Note 7. Leases

The Company has operating leases for facilities, hosting co-location facilities and certain equipment under non-cancelable leases in the United States and various international locations. The leases have remaining lease terms of 1 to 11 years, with options to extend the lease term from 1 to 6 years. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the facts and circumstances present. For new and amended leases beginning in 2019 and after, the Company will separately allocate the lease (e.g., fixed lease payments for right-to-use land, building, etc.) and non-lease components (e.g., common area maintenance) for its leases. The components of operating lease expense reflected in the consolidated statements of operations were as follows (in thousands):


	Quarters Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Lease cost
Operating lease cost	$	2,206	$	6,073
Variable lease cost		230		698
Total lease cost	$	2,436	$	6,771

In determining the present value of the lease payments, the Company has elected to utilize its incremental borrowing rate based on the original lease term and not the remaining lease term. Additionally, the Company’s policy for

Table of Contents

leases with an initial term of 12 months or less are to not record on the consolidated balance sheets and the Company did not have any such leases. Supplemental information related to operating leases was as follows (in thousands):


	Nine Months Ended
Consolidated Statements of Cash Flows	September 30, 2019
Operating cash flows used for operating leases	$	5,981
Operating lease liabilities arising from obtaining right-of-use assets	$	4,817

Other Information
Weighted-average remaining lease term		6.25 yrs
Weighted-average discount rate		6.50%

The Company leases office space under non-cancelable operating leases in the United States and various international locations. As of September 30, 2019, the future minimum lease payments under non-cancelable operating leases are as follows (in thousands):


	As of
Operating Leases:	September 30, 2019
2019	$	6,943
2020		5,961
2021		5,768
2022		5,685
2023 and thereafter		13,579
Sub-total		37,936
Less: imputed interest		6,911
Minimum lease payments	$	31,025

Note 8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	As of September 30,		As of December 31,
	2019		2018
Professional fees	$	1,900	$	1,264
Consulting fees/provider fees		6,650		6,569
Client performance guarantees		2,929		2,910
Legal fees		1,250		1,073
Interest payable		3,889		883
Income tax payable		4,513		2,610
Insurance		2,583		167
Lease abandonment obligation - current		101		53
Marketing		3,736		644
Operating lease liabilities - current		5,172		—
Earnout		663		—
Deferred revenue		14,358		7,650
Other		6,078		2,978
Total	$	53,822	$	26,801

Note 9. Fair Value Measurements

The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active

markets.

Table of Contents

Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs that are supported by little or no market activity.

The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets.

The Company measures its short-term investments at fair value on a recurring basis and classifies such as Level 2. They are valued using observable inputs that reflect quoted prices directly or indirectly in active markets. The short-term investments amortized cost approximates fair value.

The Company measured its contingent consideration at fair value on a recurring basis and classified such as Level 3. The Company estimates the fair value of contingent consideration as the present value of the expected contingent payments, determined using the weighted probability of the possible payments.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis using the above input categories (in thousands):


	September 30, 2019
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	475,242	$	—	$	—	$	475,242
Short-term investments	$	5,012	$	10,621	$	—	$	15,633
Contingent liability	$	—	$	—	$	3,967	$	3,967


	December 31, 2018
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	419,464	$	4,525	$	—	$	423,989
Short-term investments	$	—	$	54,545	$	—	$	54,545

There were no transfers between fair value measurement levels during the quarter and nine months ended September 30, 2019 and 2018.

The change in fair value of the Company’s contingent liability is recorded in general and administrative expenses in the consolidated statements of operations. The following table reconciles the beginning and ending balance of the Company’s Level 3 contingent liability:


Fair value at date of acquisition	$	3,586
Payments		—
Change in fair value		525
Currency translation adjustment		(144)
Fair value at September 30, 2019	$	3,967

Note 10. Revolving Credit Facility

The Company entered into a $10.0 million Senior Secured Revolving Credit Facility (the “New Revolving Credit Facility”) in 2017. The New Revolving Credit Facility is available for working capital and other general corporate purposes. The Company has maintained the New Revolving Credit Facility and, there was no amount outstanding as of September 30, 2019 and December 31, 2018. The Company utilized $1.4 million of letters of credit for facility security deposits at September 30, 2019.

The Company was in compliance with all debt covenants at September 30, 2019 and December 31, 2018.

Table of Contents

Note 11. Convertible Senior Notes

Convertible Senior Notes Due 2025

On May 8, 2018, the Company issued, at par value, $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025. The 2025 Notes bear cash interest at a rate of 1.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The 2025 Notes will mature on May 15, 2025. The net proceeds to the Company from the offering were $279.1 million after deducting offering costs of approximately $8.4 million.

The 2025 Notes are senior unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 Notes; equal in right of payment to the Company’s liabilities that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries.

Holders may convert all or any portion of their 2025 Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding November 15, 2024 only under the following circumstances:

●

during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the shares of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

●

during the five business day period after any ten consecutive trading day period in which the trading price was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

●

upon the occurrence of specified corporate events described under the 2025 Notes Indenture; or

●

if the Company calls the 2025 Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date.

On or after November 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2025 Notes, regardless of the foregoing circumstances.

The conversion rate for the 2025 Notes was initially, and remains, 18.6621 shares of the Company’s common stock per $1,000 principal amount of the 2025 Notes, which is equivalent to an initial conversion price of approximately $53.58 per share of the Company’s common stock. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 trading day observation period.

The Company may redeem for cash all or any portion of the 2025 Notes, at its option, on or after May 22, 2022 if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2025 Note for redemption on or after May 22, 2022 will constitute a make-whole fundamental change with respect to that 2025 Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the 2025 Notes Indenture.

In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par

Table of Contents

value of the 2025 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense from the issuance date to November 15, 2024 (the first date on which the Company may be required to repurchase the 2025 Notes at the option of the holder). The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2025 Notes was $91.4 million, net of issuance costs which was recorded in additional paid-in capital on the accompanying consolidated balance sheet.

In accounting for the transaction costs related to the issuance of the 2025 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2025 Notes based on their relative values. Transaction costs attributable to the liability component are being amortized to interest expense over the seven-year term of the 2025 Notes, and transaction costs attributable to the equity component are netted with the equity component in stockholders’ equity.

The 2025 Notes consist of the following (in thousands):


	As of September 30,		As of December 31,
Liability component	2019		2018
Principal	$	287,500	$	287,500
Less: Debt discount, net (1)		(84,237)		(92,913)
Net carrying amount	$	203,263	$	194,587

(1)

Included in the accompanying consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the 2025 Notes using the effective interest rate method.

The fair value of the 2025 Notes was approximately $427.1 million as of September 30, 2019. The Company estimates the fair value of its 2025 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2025 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 measurements within the fair value hierarchy. See Note 9, “Fair Value Measurements,” for definitions of hierarchy levels. As of September 30, 2019, the remaining contractual life of the 2025 Notes is approximately 5.6 years.

The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands):


	Quarters Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Contractual interest expense	$	988		$	996		$	2,965		$	1,581
Amortization of debt discount		2,949			2,593			8,677			4,086
Total	$	3,937		$	3,589		$	11,642		$	5,667
Effective interest rate of the liability component		7.9	%		7.9	%		7.9	%		7.9	%

Convertible Senior Notes Due 2022

On June 27, 2017, the Company issued, at par value, $275 million aggregate principal amount of 3% convertible senior notes due 2022. The 2022 Notes bear cash interest at a rate of 3% per year, payable semi-annually in arrears on June 15 and December 15 of each year. The 2022 Notes will mature on December 15, 2022. The net proceeds to the Company from the offering were $263.7 million after deducting offering costs of approximately $11.3 million.

The 2022 Notes are senior unsecured obligations of the Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to the Company’s liabilities that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries.

Holders may convert all or any portion of their 2022 Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding June 15, 2022 only

Table of Contents

under the following circumstances:

●

upon the occurrence of specified corporate events described under the 2022 Notes Indenture; or

●

if the Company calls the 2022 Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date.

On or after June 15, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2022 Notes, regardless of the foregoing circumstances.

The conversion rate for the 2022 Notes was initially, and remains, 22.7247 shares of the Company’s common stock per $1,000 principal amount of the 2022 Notes, which is equivalent to an initial conversion price of approximately $44.00 per share of the Company’s common stock. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 trading day observation period.

The Company may redeem for cash all or any portion of the 2022 Notes, at its option, on or after December 22, 2020 if the last reported sale price of its common stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any 2022 Note for redemption on or after December 22, 2020 will constitute a make-whole fundamental change with respect to that 2022 Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the 2022 Notes Indenture.

In accounting for the issuance of the 2022 Notes, the Company separated the 2022 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2022 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense from the issuance date to June 15, 2022 (the first date on which the Company may be required to repurchase the 2022 Notes at the option of the holder). The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2022 Notes was $62.4 million, net of issuance costs which was recorded in additional paid-in capital on the accompanying condensed consolidated balance sheet.

In accounting for the transaction costs related to the issuance of the 2022 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2022 Notes based on their relative values. Transaction costs attributable to the liability component are being amortized to interest expense over the five and a half year term of the 2022 Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity.

Table of Contents

The 2022 Notes consist of the following (in thousands):


	As of September 30,		As of December 31,
Liability component	2019		2018
Principal	$	274,995	$	275,000
Less: Debt discount, net (2)		(44,498)		(54,904)
Net carrying amount	$	230,497	$	220,096

(2)

Included in the accompanying consolidated balance sheets within convertible senior notes and amortized to interest expense over the expected life of the 2022 Notes using the effective interest rate method.

The fair value of the 2022 Notes was approximately $468.7 million as of September 30, 2019. The Company estimates the fair value of its 2022 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2022 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 measurements within the fair value hierarchy. See Note 9, “Fair Value Measurements,” for definitions of hierarchy levels. As of September 30, 2019, the remaining contractual life of the 2022 Notes is approximately 3.2 years.

The following table sets forth total interest expense recognized related to the 2022 Notes (in thousands):


	Quarters Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Contractual interest expense	$	2,062		$	2,079		$	6,187		$	6,170
Amortization of debt discount		3,620			3,285			10,406			9,442
Total	$	5,682		$	5,364		$	16,593		$	15,612
Effective interest rate of the liability component		10.0	%		10.0	%		10.0	%		10.0	%

Note 12. Legal Matters

From time to time, Teladoc Health is involved in various litigation matters arising out of the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seek input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages or remedies ultimately resulting from such matters could reasonably have a material effect on our business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. Teladoc Health’s management does not presently expect any litigation matter to have a material adverse impact on our business, financial condition, results of operations or cash flows.

On December 12, 2018, a purported securities class action complaint (Reiner v. Teladoc Health, Inc., et.al.) was filed in the United States District Court for the Southern District of New York (the “SDNY”) against the Company and certain of the Company’s officers and a former officer. The complaint is brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period March 3, 2016 through December 5, 2018. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false or misleading statements and omissions with respect to, among other things, the alleged misconduct of one of the Company’s previous Executive Officers. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. The Company believes that the claims against the Company and its officers are without merit, and the Company and its named officers intend to defend the Company vigorously, including filing a motion to dismiss the complaint.

Table of Contents

substantially similar to those in the purported securities class action complaint described above. The Company believes that the claims set forth in this stockholder derivative lawsuit are without merit.

On May 14, 2018, a purported class action complaint (Thomas v. Best Doctors, Inc.) was filed in the United States District Court for the District of Massachusetts against the Company’s wholly owned subsidiary, Best Doctors, Inc. The complaint alleges that on or about May 16, 2017, Best Doctors violated the U.S. Telephone Consumer Protection Act (TCPA) by sending unsolicited facsimiles to plaintiff and certain other recipients without the recipients’ prior express invitation or permission. The lawsuit seeks statutory damages for each violation, subject to trebling under the TCPA, and injunctive relief. The Company will vigorously defend the lawsuit and any potential loss is currently deemed to be immaterial.

Note 13. Common Stock and Stockholders’ Equity

Capitalization

Effective May 31, 2018, the authorized number of shares of the Company’s common stock was increased from 100,000,000 to 150,000,000 shares.

Stock Plan and Stock Options

The Company’s 2015 Incentive Award Plan (the “Plan”) provides for the issuance of incentive and non-statutory options and other equity-based awards to its employees and non-employees. Options issued under the Plan are exercisable for periods not to exceed ten years, and vest and contain such other terms and conditions as specified in the applicable award document. Options to buy common stock are issued under the Plan, with exercise prices equal to the closing price of shares of the Company’s common stock on the New York Stock Exchange on the date of award. The Company had 4,707,092 shares available for grant at September 30, 2019.

Activity under the Plan is as follows (in thousands, except share and per share amounts and years):


				Weighted-
		Weighted-		Average
	Number of	Average		Remaining	Aggregate
	Shares	Exercise		Contractual	Intrinsic
	Outstanding	Price		Life in Years	Value
Balance at December 31, 2018	6,947,797	$	23.15	7.86	$	186,770
Stock option grants	160,658	$	62.55	—	$	—
Stock options exercised	(1,271,012)	$	19.53	—	$	—
Stock options forfeited	(229,188)	$	39.66	—	$	—
Balance at September 30, 2019	5,608,255	$	24.59	7.28	$	237,859
Vested or expected to vest at September 30, 2019	5,608,255	$	24.59	7.28	$	237,859
Exercisable at September 30, 2019	3,160,119	$	19.47	6.86	$	152,573

The total grant-date fair value of stock options granted during the quarters ended September 30, 2019 and 2018 was $2.1 million and $2.3 million, respectively. The total grant-date fair value of stock options granted during the nine months ended September 30, 2019 and 2018 was $4.7 million and $24.6 million, respectively.

Stock-Based Compensation

All stock-based awards to employees are measured based on the grant-date fair value of the awards and are generally recognized on a straight line basis in the Company’s consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period for each stock option and a three-year vesting period for each RSU). The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model.

Table of Contents

The assumptions used in the Black-Scholes option-pricing model are determined as follows:

Volatility. Since the Company does not have a trading history prior to July 2015 for its common stock, the expected volatility was derived from the historical stock volatilities of several unrelated public companies within its industry that it considers to be comparable to its business combined with the Company’s stock volatility over a period equivalent to the expected term of the stock option grants.

Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with terms similar to the expected term on the options.

Expected Term. The expected term represents the period that the stock-based awards are expected to be outstanding. When establishing the expected term assumption, the Company utilizes historical data.

Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and therefore, it used an expected dividend yield of zero.

Forfeiture rate. The Company recognizes forfeitures as they occur.

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions and fair value per share:


	Nine Months Ended September 30,
	2019		2018
Volatility		46.8% – 47.6%		43.5% – 46.1%
Expected life (in years)		5.3		6.0
Risk-free interest rate		1.35% - 2.55%		2.45% - 2.88%
Dividend yield		–		–
Weighted-average fair value of underlying stock options	$	29.21	$	19.54

For the quarter ended September 30, 2019 and 2018, the Company recorded compensation expense related to stock options granted of $4.6 million and $6.4 million, respectively. For the nine months ended September 30, 2019 and 2018, the Company recorded compensation expense related to stock options granted of $15.3 million and $17.7 million, respectively.

As of September 30, 2019, the Company had $31.7 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 2.1 years.

Restricted Stock Units

In May 2017, the Company commenced issuing Restricted Stock Units (“RSU’s”) pursuant to the Plan to certain employees and Board members under the 2017 Employment Inducement Incentive Award Plan.

The fair value of the RSU’s is determined on the date of grant. The Company will record compensation expense in the consolidated statement of operations on a straight-line basis over the vesting period for RSU’s and on an accelerated tranche by tranche basis for Performance based awards. The vesting period for employees and members of the Board of Directors ranges from one to four years.

Table of Contents

Activity under the RSU’s is as follows:


		Weighted-Average
		Grant Date
	Shares	Fair Value Per Share
Balance at December 31, 2018	1,409,448	$	40.51
Granted	1,340,962	$	65.58
Vested and issued	(533,717)	$	39.69
Forfeited	(169,845)	$	52.44
Balance at September 30, 2019	2,046,848	$	55.88
Vested and unissued at September 30, 2019	13,755	$	50.90
Non-vested at September 30, 2019	2,033,093	$	55.88

The total grant-date fair value of RSU’s granted during the quarter ended September 30, 2019 and 2018 were $3.3 million and $2.7 million, respectively. The total grant-date fair value of RSU’s granted during the nine months ended September 30, 2019 and 2018 were $86.7 million and 52.8 million, respectively.

For the quarter ended September 30, 2019 and 2018, the Company recorded stock-based compensation expense related to the RSU’s of $12.5 million and $5.6 million, respectively. For the nine months ended September 30, 2019 and 2018, the Company recorded stock-based compensation expense related to the RSU’s of $32.2 million and $12.7 million, respectively.

As of September 30, 2019, the Company had $87.4 million in unrecognized compensation cost related to non-vested RSU’s, which is expected to be recognized over a weighted-average period of approximately 2.1 years.

Employee Stock Purchase Plan

In July 2015, the Company adopted the 2015 Employee Stock Purchase Plan, or ESPP, in connection with its initial public offering. A total of 738,875 shares of common stock were reserved for issuance under this plan as of September 30, 2019. The Company’s ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. Under the ESPP, the Company may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of its common stock will be purchased for employees participating in the offering. An offering may be terminated under certain circumstances. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or on the date of purchase.

During the nine months ended September 30, 2019, the Company issued 35,716 shares under the ESPP. During 2018, the Company issued 85,218 shares under the ESPP. As of September 30, 2019, 490,431 shares remained available for issuance.

For the quarter ended September 30, 2019 and 2018, the Company recorded stock-based compensation expense related to the ESPP of $0.2 million and $0.2 million, respectively. For the nine months ended September 30, 2019 and 2018, the Company recorded stock-based compensation expense related to the ESPP of $0.7 million and $0.7 million, respectively.

As of September 30, 2019, the Company had $0.1 million in unrecognized compensation cost related to the ESPP, which is expected to be recognized over a weighted-average period of approximately 0.1 years.

Total compensation costs charged as an expense for stock-based awards, including stock options, RSU’s and ESPP, recognized in the components of operating expenses are as follows (in thousands):


	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Administrative and marketing	$	1,384	$	579	$	3,522	$	1,551
Sales		2,732		2,065		7,390		5,641
Technology and development		1,594		1,588		5,633		4,466
General and administrative		11,644		7,963		31,700		19,428
Total stock-based compensation expense	$	17,354	$	12,195	$	48,245	$	31,086

Table of Contents

Note 14. Income Taxes

As a result of the Company’s history of net operating losses (“NOL”), the Company has provided for a full valuation allowance against its deferred tax assets for assets that are not more-likely-than-not to be realized. For the quarter ended September 30, 2019, the Company recognized an income tax benefit of $8.1 million, primarily due to the anticipated intercompany transfer of a U.S. subsidiary from a foreign owned subsidiary to the U.S. parent. This transaction resulted in the partial release of the valuation allowance due to a reassessment of the realizability of deferred tax assets. This benefit was partially offset by tax expense related to certain United States income, as well as amortization of tax-deductible goodwill, net of the realization of its indefinite lived NOL. For the quarter ended September 30, 2018, the income tax benefit was recognized for the indefinite lived NOL that is forecasted for the 2018 calendar year which can be netted up to 80% of the deferred tax liability associated with the goodwill, offset by timing differences with respect to the treatment of the amortization of tax-deductible goodwill, as well as foreign related income. The income tax benefit for the nine months ended September 30, 2019 is primarily due to the partial release of the valuation allowance due to a reassessment of the realizability of deferred tax assets as discussed above. This benefit is partially offset by expense resulting from increases in income from Advance Medical entities, as compared to the nine months ended September 30, 2018, for which there are limited net operating losses to offset the increased income. A majority of the Company’s operations, and resulting deferred tax assets, were generated in the United States.

Beginning with the quarter ended March 31, 2018, the Company is calculating tax expense based on the U.S. statutory rate of 21%. The US Federal tax law includes a Base Erosion Anti-Abuse Tax, commonly referred to as BEAT, which imposes a minimum tax on certain deductible payments or accruals made to foreign affiliates in tax years beginning after December 31, 2017. The Company has determined that it is currently not subject to BEAT. US Federal tax law imposes a minimum tax on global intangible low-taxed income, commonly referred to as GILTI. The Company does not expect to recognize any tax expense related to GILTI as it has net operating losses available and a full valuation allowance. In addition, US Tax law imposes an interest expense limitation which disallows a portion of the interest deduction based on EBITDA. While the disallowed interest deduction is deferred, there is no impact to tax expense due to the current year taxable loss and related valuation allowance.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All statements other than statements of historical fact are, or may be, forward-looking statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimate, assumptions and projections about our industry, business and future financial results. We use words such as “anticipates”, “believes”, “suggests”, “targets”, “projects”, “plans”, “expects”, “future”, “intends”, “estimates”, “predicts”, “potential”, “may”, “will”, “should”, “could”, “would”, “likely”, “foresee”, “forecast”, “continue” and other similar words or phrases, as well as statements in the future tense to identify these forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of important factors, including those set forth below.

●

ongoing legal challenges to or new state actions against our business model;

●

our dependence on our relationships with affiliated professional entities;

●

evolving government regulations and our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business;

●

our ability to operate in the heavily regulated healthcare industry;

●

our history of net losses and accumulated deficit;

●

failures of our cyber-security measures that expose the confidential information of our Clients and Members;

●

risk of the loss of any of our significant Clients;

●

risks associated with a decrease in the number of individuals offered benefits by our Clients or the number of products and services to which they subscribe;

●

our ability to establish and maintain strategic relationships with third parties;

●

risks specifically related to our ability to operate in competitive international markets and comply with complex non-U.S. legal requirements;

●

our ability to recruit and retain a network of qualified Providers;

●

risk that the insurance we maintain may not fully cover all potential exposures;

●

rapid technological change in the telehealth market;

●

our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto and its impact on our financial condition and results of operations;

●

our level of indebtedness and our ability to fund debt obligations and comply with covenants in our debt instruments;

●

any statements of belief and any statements of assumptions underlying any of the foregoing;

●

other factors disclosed in this Form 10-Q; and

●

other factors beyond our control.

Table of Contents

The foregoing list of factors is not exhaustive and does not necessarily include all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. The information in this Quarterly Report should be read carefully in conjunction with other uncertainties and potential events described in our Form 10-K in the Annual Report for the year ended December 31, 2018 filed with the Securities and Exchange Commission (the “SEC”) and our other filings with the SEC. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this Quarterly Report. Except as required by law or regulation, we do not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances.

Overview

Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. from Teladoc, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health” or the “Company”. The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in providing virtual healthcare services with a focus on high quality, lower costs, and improved outcomes around the world.

Teladoc Health solutions are transforming the access, cost and quality dynamics of healthcare delivery for all of our market participants. Members rely on Teladoc Health to remotely access affordable, on-demand healthcare whenever and wherever they choose. Employers, health plans and health systems, or our Clients, as well as our direct-to-consumer members purchase our solutions to reduce their healthcare spending and offer convenient, affordable, high-quality healthcare to their employees or beneficiaries. Our network of physicians and other healthcare professionals, or our Providers have the ability to generate meaningful income and deliver their services more efficiently with no administrative burden.

Revenue

We have a demonstrated track record of driving growth both organically and through acquisitions. We increased revenue 24% to $138.0 million for the quarter ended September 30, 2019, including $0.9 million from our MedecinDirect acquisition. We increased revenue 34% to $396.8 million for the nine months ended September 30, 2019, including $37.2 million from our Advance Medical and MedecinDirect acquisition.

For the quarter ended September 30, 2019, 86% and 14% of our revenue was derived from subscription access fees and visit fees, respectively and for the nine months ended September 30, 2019, 85% and 15% of our revenue was derived from subscription access fees and visit fees, respectively. For the quarter ended September 30, 2018, 87% and 13% of our revenue were derived from subscription access fees and visit fees, respectively and for the nine months ended September 30, 2018, 84% and 16% of our revenue were derived from subscription access fees and visit fees, respectively. We believe our continued strong subscription fee revenue is mainly representative of the value proposition we provide the broader U.S. healthcare system.

Membership and Visits

We completed approximately 2,899,000 telehealth visits in the first nine months of 2019 and approximately 2,640,000 telehealth visits for the full year of 2018. Paid Membership increased by approximately 12.2 million Members to 35.0 million from December 31, 2018 through September 30, 2019.

Financing Activities

In July 2018, we successfully closed on a follow-on offering (the “July Offering”) in which the Company issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share. The Company received net proceeds of $330.9 million after deducting offering expenses of $0.5 million.

In May 2018, the Company issued, at par value, $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear cash interest at a rate of 1.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The 2025 Notes will mature on

Table of Contents

May 15, 2025. The net proceeds to the Company from the offering were $279.1 million after deducting offering costs of approximately $8.4 million.

Acquisition History

We have scaled and intend to continue to scale our platform through the pursuit of selective acquisitions. We have completed multiple acquisitions since our inception, which we believe have expanded our distribution capabilities and broadened our service offering.

On April 30, 2019, the Company completed the acquisition of the Paris-based telemedicine provider MedecinDirect in which MedecinDirect became a wholly-owned subsidiary of the Company. The aggregate merger consideration paid was $11.2 million with additional potential earnout consideration. On June 19, 2019, the Company made a $5.0 million minority investment in Vida Health which is accounted for under the cost method for investments.

On May 31, 2018, we completed our acquisition of Advance Medical for aggregate consideration of $351.7 million, which was comprised of 1,344,387 shares of our common stock valued at $68.6 million on May 31, 2018, and $283.1 million of net cash. Advance Medical is a leading global virtual healthcare provider offering a portfolio of virtual healthcare and expert medical service solutions.

Key Factors Affecting Our Performance

Number of Members. Our revenue growth rate and long-term profitability are affected by our ability to increase our number of Members because we derive a substantial portion of our revenue from subscription access fees via Client contracts that provide Members access to our professional provider network in exchange for a contractual based monthly fee. Membership increased by approximately 12.2 million Members from December 31, 2018 through September 30, 2019.

Number of Visits. We also recognize revenue in connection with the completion of a general medical visit, expert medical service and other specialty visits for certain of our contracts. Accordingly, our visit revenue, or visit fees, generally increase as the number of visits increase. Visit fee revenue is driven primarily by the number of Clients, the number of Members in a Client’s population, Member utilization of our provider network services and the contractually negotiated prices of our services. We believe that increasing our current Member utilization rate and increasing penetration further into existing and new health plan Clients is a key objective in order for our Clients to realize tangible healthcare savings with our service. Visits increased by 45% or 287,000 to approximately 928,000 for the quarter ended September 30, 2019 compared to the same period in 2018. Visits increased by 63% or 1,119,000 to approximately 2,899,000 for the nine months ended September 30, 2019 compared to the same period in 2018, including 474,000 visits from Advance Medical.

Seasonality. We typically experience the strongest increases in consecutive quarterly revenue during the fourth and first quarters of each year, which coincides with traditional annual benefit enrollment seasons. In particular, as a result of many Clients’ introduction of new services at the very end of the current year, or the start of each year, the majority of our new Client contracts have an effective date of January 1. Therefore, while Membership increases, utilization is dampened until service delivery ramps up over the course of the year. Additionally, our business has become more diversified across services, channels and geographies. As a result, we have seen a diversification of client start dates, resulting from our health plan expansions, cross sales of new services, international growth, and mid-market employer growth, all of which are not constrained by a calendar year start.

Additionally, as a result of national seasonal cold and flu trends, we experience our highest level of visit fees during the first and fourth quarters of each year when compared to other quarters of the year. Conversely, the second quarter of the year has historically been the period of lowest utilization of our provider network services relative to the other quarters of the year. See “Risk Factors—Risks Related to Our Business—Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock.” included in our Form 10-K for the year ended December 31, 2018 filed with the SEC.

Table of Contents

Critical Accounting Policies and Estimates

Our discussion and analysis of our results of operations, liquidity and capital resources are based on our condensed consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, accounts receivable, accounting for business combinations, goodwill, intangible assets, long-lived assets, capitalized development costs, earnout, income taxes, lease liabilities, loss contingencies and the value of securities underlying stock-based compensation. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a significant adverse effect on our results of operations and financial position. For a discussion of our critical accounting policies and estimates see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report. Except as noted in “Note 2 – Basis of Presentation and Principles of Consolidation” and “Note 7 – Leases” of the Notes to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies during 2019.

Table of Contents

Consolidated Results of Operations

The following table sets forth our consolidated statement of operations data for the quarters and nine months ended September 30, 2019 and 2018 and the dollar and percentage change between the respective periods:


	Quarter Ended September 30,								Nine Months Ended September 30,
	2019		2018						2019		2018
	$		$		Variance		%		$		$		Variance		%(a)
Revenue	$	137,969	$	110,962	$	27,007	24	%	$	396,818	$	295,166	$	101,652	34	%
Expenses:
Cost of revenue		42,799		34,167		8,632	25	%		129,110		88,707		40,403	46	%
Operating expenses:
Advertising and marketing		31,321		21,668		9,653	45	%		84,341		61,554		22,787	37	%
Sales		16,120		16,303		(183)	-1	%		48,164		44,645		3,519	8	%
Technology and development		15,746		13,577		2,169	16	%		48,398		40,829		7,569	19	%
Legal and regulatory		1,634		807		827	102	%		5,239		2,491		2,748	110	%
Acquisition and integration related costs		1,995		1,588		407	26	%		4,143		8,957		(4,814)	-54	%
Gain on sale		—		(1,430)		1,430	-100	%		—		(5,500)		5,500	-100	%
General and administrative		38,681		30,314		8,367	28	%		113,212		80,455		32,757	41	%
Depreciation and amortization		9,617		9,746		(129)	-1	%		29,065		26,045		3,020	12	%
Total expenses		157,913		126,740		31,173	25	%		461,672		348,183		113,489	33	%
Loss from operations		(19,944)		(15,778)		(4,166)	26	%		(64,854)		(53,017)		(11,837)	22	%
Interest expense, net		7,700		7,666		34	0	%		21,432		19,449		1,983	10	%
Net loss before taxes		(27,644)		(23,444)		(4,200)	18	%		(86,286)		(72,466)		(13,820)	19	%
Income tax benefit		(7,298)		(180)		(7,118)	N/M	%		(6,466)		(261)		(6,205)	N/M	%
Net loss	$	(20,346)	$	(23,264)	$	2,918	-13	%	$	(79,820)	$	(72,205)	$	(7,615)	11	%

N/M – Not meaningful

Table of Contents

EBITDA and Adjusted EBITDA

The following table reconciles net loss to EBITDA and Adjusted EBITDA for the quarters and nine months ended September 30, 2019 and 2018:


	Quarter Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Net loss	$	(20,346)	$	(23,264)	$	(79,820)	$	(72,205)
Add:
Interest expense, net		7,700		7,666		21,432		19,449
Income tax benefit		(7,298)		(180)		(6,466)		(261)
Depreciation expense		982		854		2,701		3,118
Amortization expense		8,635		8,892		26,364		22,927
EBITDA(1)		(10,327)		(6,032)		(35,789)		(26,972)
Stock-based compensation		17,354		12,195		48,245		31,086
Gain on sale		—		(1,430)		—		(5,500)
Acquisition and integration related costs		1,995		1,588		4,143		8,957
Adjusted EBITDA(1)	$	9,022	$	6,321	$	16,599	$	7,571

(1)	Non-GAAP Financial Measures:

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, we use EBITDA and Adjusted EBITDA, which are non-U.S. GAAP financial measures to clarify and enhance an understanding of past performance. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We use certain financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize Adjusted EBITDA as the primary measure of our performance.

EBITDA consists of net loss before interest, foreign exchange gain or loss, taxes, depreciation and amortization. We believe that making such adjustment provides investors meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.

Adjusted EBITDA consists of net loss before interest, taxes, depreciation, amortization, stock-based compensation, gain on sale and acquisition and integration related costs. We believe that making such adjustment provides investors meaningful information to understand our results of operations and the ability to analyze financial and business trends on a period-to-period basis.

We believe both financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the term EBITDA and Adjusted EBITDA may vary from that of others in our industry. Neither EBITDA nor Adjusted EBITDA should be considered as an alternative to net loss before taxes, net loss, loss per share or any other performance measures derived in accordance with U.S. GAAP as measures of performance.

EBITDA and Adjusted EBITDA have important limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

●

EBITDA and Adjusted EBITDA do not reflect the significant interest expense on our debt;

●

EBITDA and Adjusted EBITDA eliminate the impact of income taxes on our results of operations;

●

Adjusted EBITDA does not reflect the significant acquisition and integration related costs related to mergers and acquisitions;

Table of Contents

●

Adjusted EBITDA does not reflect the significant gain on sale of certain non-core business contracts;

●

Adjusted EBITDA does not reflect the significant non-cash stock compensation expense which should be viewed as a component of recurring operating costs; and

●

other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting the usefulness of EBITDA and Adjusted EBITDA as comparative measures.

In addition, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and both EBITDA and Adjusted EBITDA do not reflect any expenditures for such replacements.

We compensate for these limitations by using EBITDA and Adjusted EBITDA along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. Such U.S. GAAP measurements include net loss, net loss per share and other performance measures.

In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

Consolidated Results of Operations Discussion

We completed our acquisition of MedecinDirect on April 30, 2019 and Advance Medical on May 31, 2018. The results of operations of the aforementioned acquisitions have been included in our unaudited consolidated financial statements included in this Quarterly Report from the date of each acquisition.

Revenue. Total revenue was $138.0 million for the quarter ended September 30, 2019, compared to $111.0 million during the quarter ended September 30, 2018, an increase of $27.0 million, or 24%, with organic growth reflecting a 24% increase. Total revenue was $396.8 million for the nine months ended September 30, 2019, compared to $295.2 million during the nine months ended September 30, 2018, an increase of $101.6 million, or 34%, with organic growth reflecting a 23% increase. The primary increase in revenue for the nine months ended 2019 was substantially driven by the acquisition of Advance Medical and MedecinDirect contributing $37.2 million for the nine months ended September 30, 2019, and an increase in new Clients and the number of new Members generating additional subscription access fees. Subscription access fee revenue increased to $119.1 million or 23% for the quarter ended September 30, 2019. Subscription access fee revenue increased to $336.3 million or 36% for the nine months ended September 30, 2019. The increase in subscription access fees was due to the addition of new Clients and direct-to-consumer members, as the number of paid Members increased by 28% from September 30, 2018 to September 30, 2019 as well as the aforementioned Advance Medical acquisition. Revenue from U.S. subscription access fees was $92.1 million for the quarter ended September 30, 2019 compared to $72.5 million for the quarter ended September 30, 2018 and was $258.6 million for the nine months ended September 30, 2019 compared to $198.6 million for the nine months ended September 30, 2018. We generated $27.0 million of international subscription access fees for the quarter ended September 30, 2019 and $24.1 million for the quarter ended September 30, 2018 and $77.7 million of international subscription access fees for the nine months ended September 30, 2019 and $49.5 million for the nine months ended September 30, 2018.

We completed approximately 928,000 visits, representing $18.8 million of visit fees for the quarter ended September 30, 2019, compared to approximately 641,000 visits, representing $14.4 million of visit fees during the quarter ended September 30, 2018, an increase of $4.4 million, or 31%. We completed approximately 2,899,000 visits, representing $60.5 million of visit fees for the nine months ended September 30, 2019, compared to approximately 1,780,000 visits, representing $47.1 million of visit fees during the nine months ended September 30, 2018, an increase of $13.4 million, or 29%.

Cost of Revenue. Cost of revenue was $42.8 million for the quarter ended September 30, 2019 compared to $34.2 million for the quarter ended September 30, 2018, an increase of $8.6 million, or 25%. The increase was primarily due to increased general medical visits resulting in increased provider fees, and physician network operation center costs. Cost of revenue was $129.1 million for the nine months ended September 30, 2019 compared to $88.7 million for the nine months ended September 30, 2018, an increase of $40.4 million, or 46%. The increase for the nine months periods was primarily due to $18.7 million in costs associated with Advance Medical services for the nine months ended

Table of Contents

September 30, 2019 and increased general medical visits resulting in increased provider fees, and physician network operation center costs.

Advertising and Marketing Expenses. Advertising and marketing expenses were $31.3 million for the quarter ended September 30, 2019 compared to $21.7 million for the quarter ended September 30, 2018, an increase of $9.6 million, or 45%. This increase primarily consisted of increased digital advertising, member engagement and acquisition initiatives, sponsorship of professional organizations and trade shows of $8.0 million and increases in employee-related expenses and others of $1.6 million. Advertising and marketing expenses were $84.3 million for the nine months ended September 30, 2019 compared to $61.6 million for the nine months ended September 30, 2018, an increase of $22.7 million, or 37%. Including the impact from Advance Medical, this increase primarily consisted of increased digital advertising, member engagement and acquisition initiatives, sponsorship of professional organizations and trade shows of $18.0 million and increases in employee-related expenses and others of $4.7 million.

Sales Expenses. Sales expenses were $16.1 million for the quarter ended September 30, 2019 compared to $16.3 million for the quarter ended September 30, 2018, a decrease of $0.2 million, or 1%. This decrease primarily consisted of increased staffing and sales commissions of $0.2 million and a decrease to other sales expenses of $0.4 million. Sales expenses were $48.1 million for the nine months ended September 30, 2019 compared to $44.6 million for the nine months ended September 30, 2018, an increase of $3.5 million, or 8%. Including the impact from Advance Medical, this increase primarily consisted of increased staffing and sales commissions of $3.2 million and an increase to other sales expenses of $0.3 million.

Technology and Development Expenses. Technology and development expenses were $15.7 million for the quarter ended September 30, 2019 compared to $13.6 million for the quarter ended September 30, 2018, an increase of $2.1 million, or 16%. This increase resulted primarily from hiring additional personnel totaling $1.5 million and other expenses of $0.6 million. Technology and development expenses were $48.4 million for the nine months ended September 30, 2019 compared to $40.8 million for the nine months ended September 30, 2018, an increase of $7.6 million, or 19%. This increase resulted primarily from hiring additional personnel totaling $5.8 million and other expenses of $1.7 million.

Legal and Regulatory Expenses. Legal and regulatory expenses were $1.6 million for the quarter ended September 30, 2019 compared to $0.8 million for the quarter ended September 30, 2018, an increase of $0.8 million, or 102%. Legal and regulatory expenses were $5.2 million for the nine months ended September 30, 2019 compared to $2.5 million for the nine months ended September 30, 2018, an increase of $2.7 million, or 110%. The increase in 2019 in both periods resulted primarily from increased expenses to support litigation activities.

Acquisition and Integration Related Costs. Acquisition and integration related costs, incurred primarily in connection with the Advance Medical and Best Doctors integrations, were $2.0 million for the quarter ended September 30, 2019 compared to $1.6 million for the quarter ended September 30, 2018, an increase of $0.4 million, which primarily represents the costs associated with the acquisition and integration of Advance Medical. Acquisition and integration related costs, incurred primarily in connection with the Advance Medical and Best Doctors integrations, were $4.1 million for the nine months ended September 30, 2019 compared to $9.0 million for the nine months ended September 30, 2018, a decrease of $4.9 million, which primarily represents the costs associated with the abandonment of the corporate office lease of Best Doctors and costs associated with the acquisition of Advance Medical.

General and Administrative Expenses. General and administrative expenses were $38.9 million for the quarter ended September 30, 2019 compared to $30.3 million for the quarter ended September 30, 2018, an increase of $8.6 million, or 28%. This increase was driven primarily by an increase in employee-related expenses of approximately $9.7 million resulting from growth in total employee headcount to 2,386 at September 30, 2019 as compared to 2,032 employees at September 30, 2018 primarily from the impact of the Advance Medical acquisitions. Other expenses, which include office-related charges, professional fees and bank charges, decreased by $1.1 million for the quarter ended September 30, 2019 as compared to September 30, 2018. General and administrative expenses were $113.4 million for the nine months ended September 30, 2019 compared to $80.5 million for the nine months ended September 30, 2018, an increase of $32.9 million, or 41%. This increase was driven primarily by an increase in employee-related expenses of approximately $27.1 million resulting from growth in total employee headcount to 2,386 at September 30, 2019 as compared to 2,032 employees at September 30, 2018 primarily from the impact of the Advance Medical acquisitions. Other expenses, which include office-related charges, professional fees and bank charges, increased by $5.8 million for the nine months ended June 30, 2019 as compared to September 30, 2018, to support the growth of our business.

Table of Contents

Depreciation and Amortization. Depreciation and amortization was $9.6 million for the quarter ended September 30, 2019 compared to $9.7 million for the quarter ended September 30, 2018, a decrease of $0.1 million, or 1%. Depreciation and amortization was $29.0 million for the nine months ended September 30, 2019 compared to $26.0 million for the nine months ended September 30, 2018, an increase of $3.0 million, or 12%. The increase was primarily due to the impact from acquisitions. Additional amortization expenses primarily related to an increase in acquisition-related intangible assets that increased from $306.6 million at September 30, 2018 to $313.3 million at September 30, 2019 and an increase of depreciation expense on an increased base of depreciable fixed assets that increased from $21.8 million at September 30, 2018 to $24.9 million at September 30, 2019.

Interest Expense, Net. Interest expense, net consists of interest costs and amortization of debt discount associated with our Convertible Senior Notes, interest income from short-term investments in marketable securities as well as foreign exchange gain or loss. Interest expense, net was $7.7 million for the quarter ended September 30, compared to $7.7 million for the quarter ended September 30, 2018. Interest expense, net was $21.4 million for the nine months ended September 30, 2019 compared to $19.4 million for the nine months ended September 30, 2018. The increase in net interest expense in 2019 reflects costs associated with the Convertible Senior Notes issued in May 2018.

Income tax benefit. Income tax benefit was $7.3 million for the quarter ended September 30, 2019 compared to $0.2 million for the quarter ended September 20, 2018 and $6.5 million for the nine months ended September 30, 2019 compared to $0.3 million for the nine months ended September 30, 2018. The quarter and nine months ended September 30, 2019 reflects a $8.1 million income tax benefit associated with the anticipated intercompany transfer of a U.S. subsidiary from a foreign owned subsidiary to the U.S. parent.

Liquidity and Capital Resources

The following table presents a summary of our cash flow activity for the periods set forth below:


	Nine Months Ended
	September 30,
	2019		2018
Consolidated Statements of Cash Flows Data
Net cash provided by (used in) operating activities	$	11,747	$	(7,336)
Net cash provided by (used in) investing activities		15,466		(215,148)
Net cash provided by financing activities		25,053		638,163
Total	$	52,266	$	415,679

Historically, we have financed our operations primarily through public and private sales of equity securities, debt issuance and bank borrowings. For the nine months ended September 30, 2019, we have generated positive cash flows from operations.

On April 30, 2019, we completed the acquisition of MedecinDirect. The purchase price was $11.2 million cash with additional potential earnout consideration. We also made a $5.0 million minority investment in Vida Health on June 19, 2019.

On July 26, 2018, we completed the July Offering in which we issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share. We received net proceeds of $330.9 million after deducting offering expenses of $0.5 million.

On May 31, 2018 we completed the acquisition of Advance Medical. The purchase price was $351.7 million consisting of $283.1 million of net cash, and 1.3 million shares of Teladoc Health’s common stock valued at approximately $68.6 million.

On May 8, 2018, we issued, at par value, $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear cash interest at a rate of 1.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The 2025 Notes will mature on May 15, 2025. The net proceeds to the Company from the offering were $279.1 million after deducting the initial purchasers’ discounts, commissions and offering expenses.

Table of Contents

Our principal sources of liquidity are cash and cash equivalents totaling $475.2 million as of September 30, 2019, which were held for working capital purposes. Our cash and cash equivalents are comprised of money market funds and marketable securities. Additionally, we have short term marketable securities of $15.6 million as of September 30, 2019.

Cash Provided by (Used in) Operating Activities

For the nine months ended September 30, 2019, cash provided by operating activities was $11.7 million. The positive cash flows resulted primarily from our net loss of $79.8 million, changes in deferred income tax of $10.3 million and adjusted for the effect of net changes in working capital and other balance sheet accounts resulting in cash outflows of approximately $1.4 million. These are fully offset by depreciation and amortization of $33.8 million, allowance for doubtful accounts of $1.7 million, stock-based compensation of $48.3 million and accretion of interest of $19.4 million.

For the nine months ended September 30, 2018, cash used in operating activities was $7.3 million. The negative cash flows resulted primarily from our net loss of $72.2 million, adjusted for gain on sale of assets of $5.5 million, deferred income tax of $1.9 million, partially offset by depreciation and amortization of $26.0 million, allowance for doubtful accounts of $1.6 million, stock-based compensation of $31.1 million and accretion of interest of $13.6 million.

The increase in cash provided by operating activities for the nine months ended September 30, 2019 compared to the prior year period was primarily the result of our ability to continue to increase our revenue dollars while gaining operating leverage on our cash related operating expenses.

Cash Provided by (Used in) Investing Activities

Cash provided by investing activities was $15.5 million for the nine months ended September 30, 2019. Cash provided by investing activities consisted of maturities of short-term marketable securities of $39.2 million, net of sales, offset by the purchases of property and equipment totaling $2.8 million, investments in internally developed capitalized software of $4.7 million, investment in securities of $5.0 million and acquisition of businesses of $11.2 million.

Cash used in investing activities was $215.1 million for the nine months ended September 30, 2018. Cash used in investing activities consisted of the acquisition of Advance Medical of $282.5 million, purchases of property and equipment totaling $2.7 million and investments in internally developed capitalized software of $2.7 million, offset by maturities of short-term marketable securities of $67.3 million, net of sales, and sales of assets of $5.5 million.

Cash Provided by Financing Activities

Cash provided by financing activities for the nine months ended September 30, 2019 was $25.1 million. Cash provided by financing activities consisted of $24.8 million of proceeds from the exercise of employee stock options, $1.9 million of proceeds from employee stock purchase plan, offset by payment of $1.6 million for tax withholding for options exercised.

Cash provided by financing activities for the nine months ended September 30, 2018 was $638.2 million. Cash provided by financing activities consisted of $279.1 million of net cash proceeds from the issuance of the 2025 Notes, $330.9 million of net cash proceeds from the July Offering, $26.2 million of proceeds from the exercise of employee stock options, $0.6 million of cash proceeds for tax withholding for options exercised and $1.4 million of proceeds from the employee stock purchase plan.

Looking Forward

At September 30, 2019, the Company’s cash and short-term investments were $490.9 million. For the nine months ended September 30, 2019, we have experienced positive Adjusted EBITDA and we anticipate positive Adjusted EBITDA results for 2019.

We believe that our existing cash and cash equivalents and short-term marketable securities will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of visits, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced service offerings and the continuing market acceptance of telehealth. We may in the future enter into

Table of Contents

arrangements to acquire or invest in complementary businesses, services and technologies and intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be adversely affected.

Shelf Registration Statements

We filed a shelf registration statement on Form S-3 under the Securities Act on September 30, 2016, which was declared effective October 5, 2016 (the “2016 Shelf”). Under the 2016 Shelf at the time of effectiveness, we had the ability to raise up to $300 million by selling common stock in addition to 2,000,000 shares of common stock eligible for resale by certain existing shareholders. We currently have the ability under the 2016 Shelf to raise up to approximately $168 million by selling common stock in addition to 400,000 shares of common stock eligible for resale by certain existing shareholders.

We filed an automatically effective shelf registration statement on Form S-3 under the Securities Act on November 28, 2017 (the “2017 Shelf”). Under the 2017 Shelf at the time of effectiveness, we had the ability to raise up to $175 million by selling common stock in addition to 1,200,000 shares of common stock eligible for resale by certain shareholders. We currently have the ability under the 2017 Shelf to raise up to approximately $32 million by selling common stock in addition to 370,000 shares of common stock eligible for resale by certain existing shareholders.

On July 23, 2018, we filed an automatically effective universal shelf registration statement on Form S-3 under the Securities Act (the “2018 Shelf”). The 2018 Shelf registers the offering of securities, including common stock, preferred stock and debt securities, that we may issue from time to time in amounts to be determined, as well as the issuance of common stock by selling stockholders. Issuances of securities under the 2018 Shelf require the filing of a prospectus supplement identifying the amount and terms of the securities to be issued. Our ability to issue securities is subject to market conditions and other factors impacting our borrowing capacity.

In July 2018, we successfully closed on our July Offering in which we issued and sold 5,000,000 shares of common stock, at an issuance price of $66.28 per share, and certain selling stockholders sold 263,740 shares of our common stock. We received net proceeds of $330.9 million after deducting offering expenses of $0.5 million.

Indebtedness

We entered into a $10.0 million New Revolving Credit Facility in 2017. The New Revolving Credit Facility is available for working capital and other general corporate purposes. We have maintained the New Revolving Credit Facility and, there was no amount outstanding as of September 30, 2019 and December 31, 2018. The Company utilized $1.4 million and $2.2 million of letters of credit for facility security deposits and credit card at September 30, 2019 and December 31, 2018, respectively.

On May 8, 2018, we issued, at par value, $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025. The 2025 Notes bear cash interest at a rate of 1.375% per year, payable semi-annually in arrears on May 15 and November 15 of each year. The 2025 Notes will mature on May 15, 2025. The net proceeds to us from the offering were $279.1 million after deducting offering costs of approximately $8.4 million.

The 2025 Notes are senior unsecured obligations of ours and rank senior in right of payment to our indebtedness that is expressly subordinated in right of payment to the 2025 Notes; equal in right of payment to our liabilities that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by our subsidiaries.

In June 2017, we issued, at par value, $275 million aggregate principal amount of 3% convertible senior notes due 2022. The 2022 Notes bear cash interest at a rate of 3% per year, payable semi-annually in arrears on June 15 and December 15 of each year. The 2022 Notes will mature on December 15, 2022. The net proceeds to us from the offering were $263.7 million after deducting offering costs of approximately $11.3 million.

The 2022 Notes are senior unsecured obligations of ours and rank senior in right of payment to our indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to our liabilities that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other

Table of Contents

liabilities incurred by our subsidiaries. See Note 11, “Convertible Senior Notes” of the Notes to the Consolidated Financial Statements of the Quarterly Report on Form 10-Q for additional information on the 2025 Notes and the 2022 Notes.

We were in compliance with all debt covenants at September 30, 2019 and December 31, 2018.

Contractual Obligations and Commitments

The following summarizes our contractual obligations as of September 30, 2019:


	Payment Due by Period
			Less than		1 to 3		4 to 5		More than
	Total		1 Year		Years		Years		5 Years
Operating leases	$	37,936	$	6,943	$	11,728	$	10,259	$	9,006
Debt obligations under the Convertible Notes		562,495		—		274,995		—		287,500
Interest associated with the Convertible Notes		44,832		12,203		22,252		7,906		2,471
Total	$	645,263	$	19,146	$	308,975	$	18,165	$	298,977

Our existing office and hosting co-location facilities lease agreements provide us with the option to renew and generally provide for rental payments on a graduated basis. Our future operating lease obligations would change if we entered into additional operating lease agreements as we expand our operations and if we exercised the office and hosting co-location facilities lease options. The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions and the approximate timing of the transaction. Obligations under contracts that we can cancel without a significant penalty are not included in the table above.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, nor do we currently have, any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are therefore not exposed to the financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk and Foreign Exchange Risk

We do not have any floating rate debt with our New Revolving Credit Facility as of September 30, 2019. Cash equivalents that are subject to interest rate volatility represent our principal market risk. We do not expect cash flows to be affected to any significant degree by a sudden change in market interest rates.

We operate our business primarily within the United States and currently execute more than 80% of our transactions in U.S. dollars. We have not utilized hedging strategies with respect to such foreign exchange exposure. This limited foreign currency translation risk is not expected to have a material impact on our consolidated financial statements.

Concentrations of Risk and Significant Clients

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term marketable securities and accounts receivable. Although we deposit our cash with multiple financial institutions in U.S. and in foreign countries, our deposits, at times, may exceed federally insured limits. Our short-term marketable securities are comprised of a portfolio of diverse high credit rating instruments with maturity durations of one year or less.

Table of Contents

No Client represented over 10% of revenues for the quarters and nine months ended September 30, 2019 and 2018.

No Client represented over 10% of accounts receivable at September 30, 2019 and December 31, 2018.

Item 4. Controls and Procedures

Management’s Report on Internal Control over Financial Reporting

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2019.

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is subject to legal proceedings, claims and litigation arising in the ordinary course of its business. At September 30, 2019, the Company is not aware of any pending or threatened litigation that would have a material adverse effect on its business, results of operations, cash flows or financial condition should such litigation be resolved unfavorably.

In addition, on June 21, 2019, a stockholder derivative lawsuit (Kreutter v. Gorevic, et al.) was filed in the SDNY against certain current and former directors and officers of the Company. The derivative lawsuit alleges that the named directors and officers breached their fiduciary duties to the Company in connection with factual assertions substantially similar to those in the purported securities class action complaint described above. The Company believes that the claims set forth in this stockholder derivative lawsuit are without merit.

Item 1A. Risk Factors

For a discussion of potential risks and uncertainties related to our Company see the information in Part I, Item 1A ("Risk Factors") of our Annual Report on Form 10-K for the year ended December 31, 2018 and Part II, Item 1.A (“Risk Factors”) of our Quarterly Report on Form 10-Q for the period ended September 30, 2019. There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Report on Form 10-Q for the period ended September 30, 2019.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the “Special Note Regarding Forward-Looking Statements” section in Part I, Item 2, of this Quarterly Report on Form 10-Q.

Item 5. Other Information

On October 29, 2019, the Company entered into an amendment to its employment agreement with Jason Gorevic, its Chief Executive Officer, and amendments to each of the executive severance agreements with its other executive officers. The amendments are included as exhibits to this Form 10-Q. In each case, the respective amendment: (i) expressly subjects the executive officer’s compensation to the Company’s Executive Compensation Recovery Policy; (ii) expands the set of circumstances that would constitute a termination for “Cause” (as defined in the amendment); (iii) makes certain conforming changes across the class of executive officers to the definition of resignation for “Good Reason” (as defined in the applicable amendment); and (iv) corrects certain typographical errors in the original agreement. Additionally, the amendments make certain conforming changes to the post-termination severance benefits applicable to the executive officers other than Jason Gorevic, David Sides and Mala Murthy.

Table of Contents

Item 6. Exhibits

Exhibit

Index

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing
Date

Filed
Herewith

3.1

Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.

8-K

001-37477

3.1

5/31/17

3.2

Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.

8-K

001-37477

3.1

6/1/18

3.3

Second Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation of Teladoc, Inc.

8-K

001-37477

3.1

8/10/18

3.4

Fourth Amended and Restated Bylaws of Teladoc Health, Inc.

8-K

001-37477

3.1

2/25/19

10.1

Executive Severance Agreement, dated July 30, 2019, by and between Teladoc Health, Inc. and David Sides.

10.2

Amendment No. 1 to Amended and Restated Executive Employment Agreement, dated October 29, 2019, by and between Teladoc Health, Inc. and Jason Gorevic.

10.3

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Michelle Bucaria.

10.4

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Lewis Levy.

10.5

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Mala Murthy.

10.6

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and David Sides.

10.7

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Andrew Turitz.

10.8

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Adam Vandervoort.

Table of Contents

10.9

Amendment No. 1 to Executive Severance Agreement, date October 29, 2019, by and between Teladoc Health, Inc. and Stephany Verstraete.

21.1

Subsidiaries of the Registrant.

10-Q

001-37477

21.1

7/31/19

31.1

Chief Executive Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Chief Financial Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Chief Executive Officer—Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Chief Financial Officer—Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the

Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Calculation Linkbase Document.

101.DEF

XBRL Definition Linkbase Document.

101.LAB

XBRL Taxonomy Label Linkbase Document.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

104

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Filed herewith.

** Furnished herewith.

Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TELADOC HEALTH, INC.

Date: October 30, 2019	By:	/s/ JASON GOREVIC
	Name:	Jason Gorevic
	Title:	Chief Executive Officer

Date: October 30, 2019	By:	/s/ MALA MURTHY
	Name:	Mala Murthy
	Title:	Chief Financial Officer

Exhibit 10.1

EXECUTIVE SEVERANCE AGREEMENT

This Executive Severance Agreement (“Agreement”) is made effective as of June 24, 2019 (“Effective Date”), by and between Teladoc Health, Inc. (the “Company”) and Ms. Mala Murthy, an individual resident in the State of New York (“Executive”).

WHEREAS, Executive is a key employee of the Company and the Company and Executive desire to set forth herein the terms and conditions of Executive’s compensation in the event of a termination of Executive’s employment under certain circumstances.

NOW, THEREFORE, the parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Affiliate” means with respect to any person or entity, any other person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person or entity. For purposes of this definition, “control”, when used with respect to any person or entity, means the power to direct the management and policies of such person or entity, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

(b) “Base Salary” means Executive’s base salary at the rate in effect on the date of Executive’s Qualifying Termination (disregarding any decrease in such base salary that constitutes a Good Reason event).

(d) “Cause” shall mean any of the following: (i) Executive’s breach of Executive’s duty of loyalty to the Company or Executive’s willful breach of Executive’s duty of care to the Company; (ii) Executive’s material failure or refusal to comply with reasonable written policies, standards and regulations established by the Board from time to time, which failure or refusal, if curable, is not cured to the reasonable satisfaction of the Board during the fifteen (15) day period following written notice of such failure or refusal from the Board; (iii) Executive’s commission of a felony, an act of theft, embezzlement or misappropriation of funds or the property of the Company or its subsidiaries of material value or an act of fraud involving the Company or its subsidiaries; (iv) Executive’s willful misconduct or gross negligence which causes or reasonably could cause (for example, if it became publicly known) material harm to the Company’s standing, condition or reputation; (v) Executive’s material violation of the Company’s Code of Ethics (or similar written policies concerning ethical behavior) or written policies concerning harassment or discrimination; or (vi) any material breach by Executive of the provisions of the Confidentiality Agreement or a material provision of this Agreement.

(e) “Change of Control” shall mean (other than an initial public offering of the Company) (i) any transaction or series of related transactions resulting in the consummation of a merger, combination, consolidation or other reorganization of the Company with or into any third party, other than any such merger, combination, consolidation or reorganization following which

Page 1 of 12

the holders of capital stock of the Company immediately prior to such merger, combination, consolidation or reorganization continue to hold, solely in respect of their interests in the Company’s capital stock immediately prior to such merger, combination, consolidation or reorganization, at least fifty-five percent (55%) of the voting power of the outstanding capital stock of the Company or the surviving or acquiring entity; (ii) any transaction or series of related transactions resulting in the consummation of the sale, lease, exclusive or irrevocable licensing or other transfer of all or substantially all of the assets of the Company to a third party, other than any such sale, lease, exclusive or irrevocable licensing or transfer following which the holders of capital stock of the Company immediately prior to such sale, lease, exclusive or irrevocable licensing or transfer continue to hold, solely in respect of their interests in the Company’s capital stock immediately prior to such sale, lease, exclusive or irrevocable licensing or transfer, at least fifty-five percent (55%) of the voting power of the outstanding capital stock of the acquiring entity; or (iii) any transaction or series of related transactions resulting in the transfer or issuance, whether by merger, combination, consolidation or otherwise, of Company securities to a person or group if, after such transfer or issuance, such person or group would hold fifty-five percent (55%) of the voting power of the outstanding capital stock of the Company; provided that, with respect to any payments or benefits payable to Executive pursuant to this Agreement that may be considered deferred compensation under Section 409A of the Code, the transaction or event described in clause (i), (ii) or (iii) shall only constitute a Change of Control for purposes of this Agreement if such transaction or event also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other interpretive guidance thereunder.

(g) “Confidentiality Agreement” shall mean the Employee Confidentiality and Proprietary Rights Agreement between the Company and Executive dated May 24, 2019.

(h) “Good Reason” shall mean the occurrence of any of the following events or conditions without Executive’s written consent: (i) a material diminution in Executive’s base salary or target annual bonus level; (ii) a material diminution in Executive’s authority, duties or responsibilities, other than as a result of a Change of Control immediately after which Executive holds a position with the Company or its successor (or any other entity that owns substantially all of the Company’s business after such sale) that is substantially equivalent with respect to the Company’s business as Executive held immediately prior to such Change of Control; (iii) a change in the geographic location of Executive’s principal place of employment to any location that is more than twenty-five (25) miles from the location immediately prior to such change, not including any location in the Borough of Manhattan, New York City; or (iv) the failure of the Company to obtain an agreement from any successor to all or substantially all of the business or assets of the Company to assume this Agreement as contemplated in Section 8(a) of this Agreement; provided that Executive must provide written notice to the Company of the occurrence of any of the foregoing events or conditions within 60 days of the occurrence of such event and such event or condition must remain uncured for 30 days following the Company’s receipt of such written notice. Any voluntary termination for “Good Reason” following such 30-day cure period must occur no later than the date that is 30 days following the expiration of the Company’s cure period.

Page 2 of 12

(i) “Qualifying Termination” means (i) a termination by Executive of Executive’s employment with the Company for Good Reason or (ii) a termination by the Company of Executive’s employment with the Company without Cause.

(j) “Target Bonus Amount” means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).

2. Severance.

(a) Severance Upon Qualifying Termination. If Executive has a Qualifying Termination that does not occur on the date of or within twelve (12) months following a Change of Control, then subject to (x) the requirements of this Section 2, (y) Executive’s continued compliance with the terms of the Confidentiality Agreement and Sections 4 and 5 and (z) the terms of Section 8, Executive shall be entitled to receive the following payments and benefits:

(i) The Company shall pay to Executive (A) his or her fully earned but unpaid base salary through the date of Executive’s Qualifying Termination, (B) any accrued but unpaid paid time off and (C) any other amounts or benefits, if any, under the Company’s employee benefit plans, programs or arrangements to which Executive may be entitled pursuant to the terms of such plans, programs or arrangements or applicable law, payable in accordance with the terms of such plans, programs or arrangements or as otherwise required by applicable law (collectively, the “Accrued Rights”);

(ii) Executive shall receive continued payment of the Base Salary for a period of twelve (12) months following the termination date (the “Salary Severance Period”) in accordance with the Company’s ordinary payroll practices;

(iii) The Company will pay Executive the amount of any earned but unpaid annual bonus for the calendar year immediately prior to the year in which Executive’s Qualifying Termination occurs, as determined by the Board (or an authorized committee) in its good faith discretion, payable in a lump sum at the same time annual bonuses are paid to other Company executives generally but in no event later than December 31 of the year in which Executive’s Qualifying Termination occurs;

Page 3 of 12

Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act) or an excise tax, then in lieu of paying COBRA premiums pursuant to this Section 2(a)(iv), the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, such payment to be made without regard to Executive’s payment of COBRA premiums; and

(v) All unvested equity or equity-based awards granted to Executive under any equity compensation plans of the Company that were scheduled to vest within six (6) months after the date of Executive’s termination or resignation shall become immediately vested as to time, with any such awards that are subject to performance-based vesting conditions remaining eligible to vest to the extent the performance conditions are satisfied during such six- month period (provided that nothing herein shall operate to extend the term, if any, of an award beyond the final expiration date provided in the applicable award agreement or prohibit the award from being treated in substantially the same manner as awards held by Company employees in the context of a Change of Control or other corporate transaction).

(vi) Any provision of this Section 2(a) to the contrary notwithstanding, in addition to the payments and benefits payable under this Section upon a Qualifying Termination, if a Qualifying Termination occurs prior to August 21, 2019, solely for purposes of applying the vesting set forth in Section 2(v) above, such Qualifying Termination shall be treated as having occurred on August 21, 2019.

(b) Severance Upon Qualifying Termination Occurring Within 12 Months Following a Change of Control. If Executive has a Qualifying Termination that occurs on the date of or within twelve (12) months following a Change of Control, then subject to (x) the requirements of this Section 2, (y) Executive’s continued compliance with the terms of the Confidentiality Agreement and Sections 4 and 5 and (z) the terms of Section 8, Executive shall be entitled to receive the payments and benefits described in Section 2(a) above; provided that: (i) the Company shall pay Executive an additional amount equal to seventy-five percent (75%) of the Target Bonus Amount, payable in a lump sum on the Company’s first ordinary payroll date occurring after the effective date of Executive’s Qualifying Termination; and (ii) in lieu of the treatment set forth in Section 2(a)(v) above, all unvested equity or equity-based awards granted to Executive under any equity compensation plans of the Company shall become immediately vested as to time and any such awards that are subject to performance-based vesting will remain eligible to vest to the extent the performance conditions are thereafter satisfied (provided that nothing herein shall operate to extend the term, if any, of an award beyond the final expiration date provided in the applicable award agreement or prohibit the award from being treated in substantially the same manner as awards held by Company employees in the context of a Change of Control or other corporate transaction).

(c) Other Terminations. Upon Executive’s termination of employment for any reason other than as set forth in Section 2(a) and Section 2(b), the Company shall pay to Executive the Accrued Rights and shall have no other or further obligations to Executive under this Agreement. The foregoing shall be in addition to, and not in lieu of, any and all other rights and

Page 4 of 12

remedies which may be available to the Company under the circumstances, whether at law or in equity.

(d) Release. As a condition to Executive’s receipt of any amounts set forth in Section 2(a) or Section 2(b) other than the Accrued Rights, Executive shall, within the 60-day period following the date of Executive’s Qualifying Termination, deliver (without revoking) prior to receipt of such severance benefits, an effective, general release of claims in favor of the Company or its successor, its subsidiaries and their respective directors, officers and stockholders in a form acceptable to the Company or its successor, such form to contain a reaffirmation of Executive’s promises contained in Section 4 of this Agreement and the Confidentiality Agreement and a promise not to disparage the Company, its business, or its employees, officers, directors or stockholders. The form of the general release will be provided to the Executive not later than five

(5) days following the date of Executive’s Qualifying Termination.

(e) Exclusive Remedy; Other Arrangements. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts (if any) accruing after the termination of Executive’s employment for any reason shall cease upon such termination. In addition, the severance payments provided for in Section 2(a) and Section 2(b) above are intended to be paid in lieu of any severance payments Executive may otherwise be entitled to receive under any other plan, program, policy, contract or agreement with the Company or any of its Affiliates, including for the avoidance of doubt, any employment agreement or offer letter (collectively, “Other Arrangements”). Therefore, in the event Executive becomes entitled to receive the severance payments and benefits provided under Section 2(a) or Section 2(b), Executive shall receive the amounts provided under that Section of this Agreement and shall not be entitled to receive any severance payments or severance benefits pursuant to any Other Arrangements. In addition, to the extent any Other Arrangement that was entered into prior to the date of this Agreement provides for Executive to receive any payments or benefits upon a termination or a resignation of employment for any reason (such agreement a “Prior Agreement”), Executive hereby agrees that such termination pay and benefit provisions of such Prior Agreement shall be and hereby are superseded by this Agreement and from and after the date of this Agreement, such termination pay and benefit provisions of the Prior Agreement shall be and are null and void and of no further force or effect. For the avoidance of doubt, except as may otherwise be agreed in writing between Executive and the Company or one of its Affiliates after the date of this Agreement, it is intended that the other terms and conditions of any Prior Agreement that do not provide for termination pay or benefits, including any non-competition, non-solicitation, non-disparagement, confidentiality, or assignment of inventions covenants and other similar covenants contained therein, shall remain in effect in accordance with their terms for the periods set forth in the Prior Agreement.

(f) Parachute Payments.

(i) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits, including the payments and benefits under Section 2(a) or Section 2(b) hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),

Page 5 of 12

then the Total Payments shall be reduced (in the order provided in Section 2(f)(ii)) to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, but only if (1) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (2) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of the Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

(ii) The Total Payments shall be reduced in the following order: (1) reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code, (2) reduction on a pro-rata basis of any non-cash severance payments or benefits that are exempt from Section 409A of the Code, (3) reduction on a pro-rata basis of any other payments or benefits that are exempt from Section 409A of the Code and (4) reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code; provided, in the case of clauses (2), (3) and (4), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time.

(iii) All determinations regarding the application of this Section 2(f) shall be made by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax selected by the Company (the “Independent Advisors”). For purposes of determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Independent Advisors, (1) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (2) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by the Company.

(iv) In the event it is later determined that a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 2(f), the excess amount shall be returned immediately by Executive to the Company.

(g) Withholding. All compensation and benefits to Executive hereunder shall be reduced by all federal, state, local and other withholdings and similar taxes and payments required by applicable law.

3. Condition to Severance Obligations. The Company shall be entitled to cease all severance payments and benefits to Executive in the event of Executive’s breach of Sections 4 or 5, or any of the provisions of the Confidentiality Agreement or of any other non-competition, non-solicitation, non-disparagement, confidentiality, or assignment of inventions covenants contained

Page 6 of 12

in any other agreement between Executive and the Company, which other covenants are hereby incorporated by reference into this Agreement.

4. Restrictive Covenants.

(a) Non-Solicitation and Non-Competition.

(i) Non-Solicitation. Executive agrees that, for a period of twelve (12) months from and after any termination of Executive’s employment with the Company, voluntary or involuntary, for any reason or no reason (the “Non-Compete Period”), Executive shall not (directly or indirectly, on behalf of Executive or any third party) (a) solicit, induce, recruit or encourage, or take any other action which is intended to induce or encourage or facilitate or has the effect of inducing or encouraging any of the Company’s employees to leave their employment with the Company or otherwise facilitates the hiring of any such employees by any person outside the Company; or (b) solicit, interfere with, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company and any of its actual or prospective customers, suppliers, employees or stockholders, within the Geographic Area (as defined below), other than on behalf of the Company or any of its subsidiaries, directly or indirectly, without the prior written consent of the Company.

(ii) Non-Competition. In addition, during the Non-Compete Period, Executive shall not, directly or indirectly, (a) engage in (whether as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director or otherwise), (b) have any ownership interest in (except for passive ownership of one percent (1%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934), or (c) participate in the financing, operation, management or control of, any firm, partnership, corporation, entity or business, that engages or participates in a “competing business purpose.” The term “competing business purpose” shall mean the Company’s business, including without limitation telephone- and/or internet-based physician or therapist consultation, expert second-opinion physician services and/or platform software licensing for the facilitation of same, as conducted or planned to be conducted by the Company at any time during the course of Executive’s employment with the Company (including without limitation products and services under development as of the date of termination).

(iii) “Geographic Area” means any city, county or state, or any similar subdivision thereof, in each of: (i) North America; (ii) South America; (iii) Europe; or (iv) Australia.

(iv) Separate Covenants. The covenants contained in Section 4(a)(i) and 4(a)(ii) shall be construed as a series of separate covenants, one for each city, county, state, or any similar subdivision in any Geographic Area and are in addition to (and not in lieu of) and may be enforced separately from, any prior non-compete, non-solicitation or other similar restrictive covenant or agreement between the Company, it affiliates or subsidiaries and Executive. These covenants shall also be construed as a series of separate and successive covenants, one for each month of the Non-Compete Period. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenants contained in Section 4(a)(i) and 4(a)(ii) above. If, in any judicial or arbitral proceeding, a court or arbitrator refuses to enforce any of such separate

Page 7 of 12

covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of Section 4(a)(i) and 4(a)(ii) above are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by such law. In the event that the applicable court or arbitrator does not exercise the power granted to it in the prior sentence, Executive and the Company agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term. The existence or assertion of any claim by Executive against the Company, whether based on this Agreement or otherwise, shall not operate as a defense to the Company’s enforcement of the promises and covenants in the Confidentiality Agreement and this Section 4. An alleged or actual breach of the Agreement by the Company will not be a defense to enforcement of any such promise or covenant in this Section 4 or the Confidentiality Agreement.

(v) Acknowledgements. Executive acknowledges that the nature of the Company’s business is such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company within the Non-Compete Period, it will be difficult for Executive not to rely on or use the Company’s trade secrets and confidential information. Therefore, Executive has agreed to enter into this Agreement to reduce the likelihood of disclosure of the Company’s trade secrets and confidential information. Executive therefore acknowledges and agrees that the promises in Section 4(a) are ancillary to an otherwise enforceable agreement contained in this Agreement and the Confidentiality Agreement. Executive also acknowledges that the limitations of time, geography, and scope of activity agreed to above are reasonable because, among other things: (a) the Company is engaged in a highly competitive industry; (b) Executive will have continued and unique access to the trade secrets and know-how of the Company, including without limitation the plans and strategy (and in particular the competitive strategy) of the Company; (c) Executive is receiving significant severance payments and benefits in connection with Executive’s termination of employment; (d) these non-competition and non-solicitation agreements will not impose an undue hardship on Executive, and Executive acknowledges that Executive will be able to obtain suitable and satisfactory employment in Executive’s chosen profession without violation of these covenants; and (e) these covenants provide no more protection than is reasonable and necessary to protect the trade secrets, confidential information, customer contacts and relationships, and goodwill of the Company.

(vi) Resignation on Termination. On termination of Executive’s employment, Executive shall immediately (and with contemporaneous effect) resign any directorships, offices or other positions that Executive may hold in the Company or any of its affiliates, unless otherwise requested by the Board.

(vii) Tolling of Non-Compete Period. The Non-Compete Period will not include any period(s) of violation of such promises in this Section 4 or the Confidentiality Agreement, it being understood that the extension of time provided in this Section 4 may not exceed two (2) years.

5. Non-disparagement. Upon termination of employment by the Company or resignation of employment by Executive for any reason, Executive shall not, directly, or through

Page 8 of 12

any other person or entity, make any public or private statements that are disparaging of the Company, its business or its employees, officers, directors, or stockholders; and the Company shall not, directly or through any other person or entity, make any public or private statements that are disparaging of Executive.

6. Agreement to Arbitrate. Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by binding arbitration in Purchase, New York or any subsequent location where the principal offices of the Company are located. Such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, unless otherwise required to enforce this Section 6; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorneys’ fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this Section shall be construed as precluding the bringing of an action in a court of competent jurisdiction to enforce the Confidentiality Agreement or any other non-competition, non-solicitation, non-disparagement, confidentiality, or assignment of inventions covenants or other intellectual property related covenants contained in any other agreement between Executive and the Company.

7. At-Will Employment Relationship. Executive’s employment with the Company is at-will and not for any specified period and may be terminated at any time, with or without Cause or advance notice, by either Executive or the Company. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and an authorized representative of the Company. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship.

8. General Provisions.

(a) Successors and Assigns. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company or to any of its Affiliates. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company to assume this Agreement. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Agreement. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

(b) Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted

Page 9 of 12

by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

(c) Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

(d) Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of New York applicable to contracts made and to be performed wholly therein, and without regard to the conflicts of laws principles that would result in the application of the laws of another jurisdiction. Any suit brought hereon shall be brought in the state or federal courts sitting in Westchester County, New York the parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by New York law.

(e) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to Executive at the most recent address for Executive set forth in the Company’s personnel files and to the Company at its principal place of business, or such other address as either party may specify in writing.

(f) Survival. Sections 2 (“Severance”), 3 (“Condition to Severance Obligations”), 4 (“Restrictive Covenants”), 5 (“Non-disparagement”), 6 (“Agreement to Arbitrate”) and 8 (“General Provisions”) of this Agreement shall survive termination of Executive’s employment with the Company.

(g) Entire Agreement. This Agreement and any covenants and agreements incorporated herein by reference as set forth in Section 3 together constitute the entire agreement between the parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, provided, however, that for the avoidance of doubt, all Other Arrangements (as such Other Arrangements may be amended, modified or terminated from time to time) shall remain in effect in accordance with their terms, subject to Section 2(e) hereof. This Agreement may be amended or modified only with the written consent of Executive and an authorized representative of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

Page 10 of 12

(h) Code Section 409A.

(i) The intent of the parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively, “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.

(ii) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and, except as provided below, any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the 60th day following Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have been made to Executive during the 60 day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement.

(iii) Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein.

(iv) Executive’s right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

(i) Consultation with Legal and Financial Advisors. By executing this Agreement, Executive acknowledges that this Agreement confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged Executive to consult with Executive’s personal legal and financial advisors; and that Executive has had adequate time to consult with Executive’s advisors before executing this Agreement.

(j) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Page 11 of 12

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.


	TELADOC HEALTH, INC.


	By:	/s/ Adam C. Vandervoort
	Name:	Adam C. Vandervoort
	Title:	Chief Legal Officer


	EXECUTIVE


	/s/ Mala Murthy
	Ms. Mala Murthy

Page 12 of 12

Exhibit 10.2

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment No. 1 to Amended and Restated Executive Employment Agreement (this “Amendment”), by and between Teladoc Health, Inc., a Delaware corporation (“Teladoc”), and Mr. Jason Gorevic, an individual resident in the State of New York (“Executive”), is made as of October 29, 2019.

Recitals

A. Teladoc and Executive are parties to that certain Amended and Restated Executive Employment Agreement, dated as of June 16, 2015, as modified by that certain Waiver of Good Reason, dated November 1, 2017 (the “Agreement”).

B. Teladoc and Executive desire to make certain changes to the Agreement, as set forth in this Amendment.

Terms and Conditions

In consideration of the mutual covenants contained herein, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendments.

1.1. Except as otherwise set forth in this Amendment, capitalized terms have the meaning given them in the Agreement.

1.2. A Section 3(e) is hereby added to the Agreement, as follows:

“(e) Governance Policies. During and, to the extent required by applicable law, regulation or exchange listing requirement, following the Term, Executive shall be subject to all of the Company’s corporate governance and executive compensation policies in effect from time to time, including any stock ownership guidelines and the Company’s executive compensation recovery policy.”

1.3. Section 5(d)(ii) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(ii) Cause. For purposes of this Agreement, “Cause” shall mean: (A) the willful and continued failure by Executive to substantially perform his duties to the Company (other than any such failure resulting from Executive’s incapacity due to Disability), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Executive has not substantially performed his duties, which is not cured within thirty (30) days after notice of such failure has been given to Executive by the Company; (B) the willful engaging by Executive in misconduct that is significantly injurious to the Company, monetarily, in reputation or otherwise, including any conduct that is in violation of the written employee workplace policies of the Company; or (C) Executive’s commission of any felony, or any crime involving dishonesty in respect of the business or affairs of the Company or

Page 1 of 4

any of its subsidiaries. No act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.”

1.4. Section 5(b)(ii) of the Agreement is hereby amended by adding the words “in connection therewith or” immediately after the words “during the Term and,” in the second line of the first sentence thereof.

1.5. Section 5(d)(iii) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(iii) Good Reason. For purposes of this Agreement, “Good Reason” shall mean one or more of the following, without Executive’s consent: (A) there is a material reduction in aggregate amount of Executive’s Base Salary and Target Bonus without Executive’s consent (except where there is a general reduction applicable to the management team generally); (B) there is a material reduction in Executive’s overall responsibilities or authority, or scope of duties below the position of a Chief Executive Officer of the Company; (C) Executive is no longer a member of the Board (other than as a result of a stockholder vote, by reason of resignation of such Board membership, termination of Executive’s employment hereunder with Cause or if Executive resigns without Good Reason); (D) Executive is required by the Company to relocate his residence outside of Harrison, New York, or to relocate his principal place of employment outside of the New York City metropolitan area; (E) the failure of the Company to obtain an agreement from any successor to all or substantially all of the business or assets of the Company to assume this Agreement as contemplated in Section 10(m) of this Agreement; or (F) any material breach by the Company of this Agreement. Furthermore, any provision of this Agreement to the contrary notwithstanding, “Good Reason” shall be deemed to exist if, in connection with or following a Change of Control, the Company’s common stock ceases to be publicly traded on a national securities exchange, unless Executive becomes (or continues as) the Chief Executive Officer of the ultimate parent entity, or successor to, the Company in such Change of Control, and the common stock of such parent entity or successor, as applicable, is publicly traded on a national securities exchange. It is understood that Executive must assert any termination for Good Reason by written notice to the Company no later than ninety (90) days following the date on which arises the event or events giving the Executive the right to assert such a termination, and the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation by Executive be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.”

1.6. A Section 10(m) is hereby added to the Agreement, as follows:

“(m) Successors and Assigns. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company or to any of its Affiliates. The Company will require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company to

Page 2 of 4

assume this Agreement. Executive shall not be entitled to assign any of Executive’s rights or obligations under this Agreement. This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.”

2. Other Provisions. Except as expressly set forth above, each and every provision of the Agreement shall remain unchanged and in full force and effect.

3. General Provisions. The provisions of Sections 9 and 10 of the Agreement shall govern this Amendment, to the fullest extent applicable and are hereby incorporated into this Amendment.

[Signature page follows.]

Page 3 of 4

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.


MR. JASON GOREVIC,	TELADOC HEALTH, INC.,
an individual resident in the		a Delaware corporation
State of New York


/s/ JASON GOREVIC	By:	/s/ ADAM VANDERVOORT
	Name:	Mr. Adam C. Vandervoort
	Title:	Chief Legal Officer

Page 4 of 4

Exhibit10.3

AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AGREEMENT

This Amendment No. 1 to Executive Severance Agreement (this “Amendment”), by and between Teladoc Health, Inc., a Delaware corporation (“Teladoc” or the “Company”), and Ms. Michelle Bucaria, an individual resident in the State of Connecticut (“Executive”), is made as of October 29, 2019.

Recitals

A. Teladoc and Executive are parties to that certain Executive Severance Agreement, dated as of February 20, 2018 (the “Agreement”).

B. Teladoc and Executive desire to make certain changes to the Agreement, as set forth in this Amendment.

Terms and Conditions

1. Amendments.

1.1. Except as otherwise set forth in this Amendment, capitalized terms have the meaning given them in the Agreement.

1.2. A Section 8(k) is hereby added to the Agreement, as follows:

“(k) Governance Policies. During and, to the extent required by applicable law, regulation or exchange listing requirement, following the period of Executive’s employment with the Company, Executive shall be subject to all of the Company’s corporate governance and executive compensation policies in effect from time to time, including any stock ownership guidelines and the Company’s executive compensation recovery policy.”

1.3. Section 1(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(d) “Cause” shall mean: (A) the willful and continued failure by Executive to substantially perform his or her duties to the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Executive has not substantially performed his or her duties, which is not cured within thirty (30) days after notice of such failure has been given to the Executive by the Company; (B) the willful engaging by the Executive in misconduct that is significantly injurious to the Company, monetarily, in reputation or otherwise, including any conduct that is in violation of the written employee workplace policies of the Company; or (C) the Executive’s commission of any felony, or any crime involving dishonesty in respect of the business or affairs of the Company or any of its subsidiaries. No act, or failure to act, on the Executive’s part shall be

Page 1 of 6

considered “willful” unless done, or omitted to be done by him or her not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.”

1.4. Section 1(h) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(h) “Good Reason” shall mean one or more of the following, without Executive’s consent: (A) there is a material reduction in aggregate amount of Executive’s base salary and target bonus without Executive’s consent (except where there is a general reduction applicable to the management team generally); (B) there is a material reduction in Executive’s overall responsibilities or authority, or scope of duties below the position of a Chief Human Resources Officer of the Company; (C) Executive is required by the Company to relocate his or her principal place of employment outside of the New York City metropolitan area; or (D) the failure of the Company to obtain an agreement from any successor to all or substantially all of the business or assets of the Company to assume this Agreement as contemplated in Section 8(a) of this Agreement; or (E) any material breach by the Company of this Agreement. Furthermore, any provision of this Agreement to the contrary notwithstanding, “Good Reason” shall be deemed to exist if, in connection with or following a Change of Control, the Company’s common stock ceases to be publicly traded on a national securities exchange, unless Executive becomes (or continues as) the Chief Human Resources Officer (with the powers and responsibilities customarily associated with such title) of the ultimate parent entity, or successor to, the Company in such Change of Control, and the common stock of such parent entity or successor, as applicable, is publicly traded on a national securities exchange. It is understood that Executive must assert any termination for Good Reason by written notice to the Company no later than ninety (90) days following the date on which arises the event or events giving the Executive the right to assert such a termination, and the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation by Executive be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.”

1.5. Section 2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(a) Severance Upon Qualifying Termination. If Executive has a Qualifying Termination that does not occur prior to but in connection with, on the date of, or within twelve (12) months following a Change of Control, then subject to (x) the requirements of this Section 2(a), (y) Executive’s continued compliance with the terms of the Confidentiality Agreement and Sections 4 and 5 hereof and (z) the terms of Section 8 hereof, Executive shall be entitled to receive the following payments and benefits:

(i) The Company shall pay to Executive (A) his or her fully earned but unpaid base salary through the date of Executive’s Qualifying Termination, (B) any accrued but unpaid paid time off and (C) any other amounts or benefits, if any, under the Company’s employee benefit plans, programs or arrangements to which Executive is entitled pursuant to the terms of such plans, programs or arrangements or applicable law, payable in accordance with the terms of

Page 2 of 6

such plans, programs or arrangements or as otherwise required by applicable law (collectively, the “Accrued Rights”);

(ii) Executive shall receive continued payment of the Base Salary for a period of six (6) months following the termination date in accordance with the Company’s ordinary payroll practices;

(iv) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health (medical, dental or vision) plans following such Qualifying Termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (x) six (6) months following the effective date of such Qualifying Termination, (y) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (and Executive agrees to promptly notify the Company of such eligibility) and (z) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Qualifying Termination date through the earlier of (x)-(z), in such case, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act) or an excise tax, then in lieu of paying COBRA premiums pursuant to this Section 2(a)(iv), the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, such payment to be made without regard to Executive’s payment of COBRA premiums; and

(v) All unvested equity or equity-based awards granted to Executive under any and all equity compensation plans of the Company that were scheduled to vest within six (6) months after the date of Executive’s termination or resignation shall become immediately vested as to time, with any such awards that are subject to performance-based vesting conditions remaining eligible to vest to the extent the performance conditions are satisfied during such six-month period (provided that nothing in this Section 2(a) shall operate to extend the term, if any, of an award beyond the final expiration date provided in the applicable award agreement).”

1.6. Section 2(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(b) Severance Upon Qualifying Termination Occurring in Connection with a Change of Control. If Executive has a Qualifying Termination that occurs prior to but in

Page 3 of 6

connection with, on the date of, or within twelve (12) months following a Change of Control, then subject to (x) the requirements of this Section 2(b), (y) Executive’s continued compliance with the terms of the Confidentiality Agreement and Sections 4 and 5 hereof and (z) the terms of Section 8 hereof, in lieu of the payments and benefits described in Section 2(a) above, Executive shall be entitled to receive the following payments and benefits:

(i) the Company shall pay to Executive the Accrued Rights; and

(ii) Executive shall receive continued payment of the Base Salary for a period of twelve (12) months following the termination date in accordance with the Company’s ordinary payroll practices; and

(iii) The Company shall pay Executive the amount of any earned but unpaid annual bonus for the calendar year immediately prior to the year in which Executive’s Qualifying Termination occurs, as determined by the Board (or an authorized committee) in its good faith discretion, payable in a lump sum at the same time annual bonuses are paid to other Company executives generally but in no event later than December 31 of the year in which Executive’s Qualifying Termination occurs; and

(iv) The Company shall pay Executive an additional amount equal to a pro rata portion of the annual bonus Executive would have earned for the year of termination, which bonus shall be determined based on Company financial performance results for such year, payable in a lump sum at the same time bonuses are paid to Company senior executives generally (but in no event later than March 15 of the year following the year in which Executive’s Qualifying Termination occurs); and

(v) The Company shall pay Executive an additional amount equal to one hundred percent (100%) of Executive’s annual target bonus, payable in a lump sum on the Company’s first ordinary payroll date occurring after the effective date of the later of Executive’s Qualifying Termination or the Change of Control; and

(vi) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health (medical, dental or vision) plans following such Qualifying Termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (x) twelve (12) months following the effective date of such Qualifying Termination, (y) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (and Executive agrees to promptly notify the Company of such eligibility) and (z) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Qualifying Termination date through the earlier of (x)-(z), in such case, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act) or an excise tax, then in lieu of paying COBRA premiums pursuant to this Section 2(b)(iv), the Company shall pay Executive on the last day of each remaining month of

Page 4 of 6

the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, such payment to be made without regard to Executive’s payment of COBRA premiums; and

(vii) all unvested equity or equity-based awards granted to Executive under any and all equity compensation plans of the Company shall become immediately vested as to time and any such awards that are subject to performance-based vesting will remain eligible to vest to the extent the performance conditions are thereafter satisfied (provided that nothing herein shall operate to extend the term, if any, of an award beyond the final expiration date provided in the applicable award agreement).”

2. Other Provisions. Except as expressly set forth above, each and every provision of the Agreement shall remain unchanged and in full force and effect.

3. General Provisions. The provisions of Section 8 of the Agreement shall govern this Amendment, to the fullest extent applicable and are hereby incorporated into this Amendment.

[Signature page follows.]

Page 5 of 6

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.


MS. MICHELLE BUCARIA,	TELADOC HEALTH, INC.,
an individual resident in the		a Delaware corporation
State of Connecticut


/s/ MICHELLE BUCARIA	By:	/s/ ADAM VANDERVOORT
	Name:	Mr. Adam Vandervoort
	Title:	Chief Legal Officer

Page 6 of 6

Exhibit 10.4

AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AGREEMENT

This Amendment No. 1 to Executive Severance Agreement (this “Amendment”), by and between Teladoc Health, Inc., a Delaware corporation (“Teladoc” or the “Company”), and Lewis Levy, M.D., an individual resident in the Commonwealth of Massachusetts (“Executive”), is made as of October 29, 2019.

Recitals

A. Teladoc and Executive are parties to that certain Executive Severance Agreement, dated as of August 30, 2017 (the “Agreement”).

B. Teladoc and Executive desire to make certain changes to the Agreement, as set forth in this Amendment.

Terms and Conditions

1. Amendments.

1.1. Except as otherwise set forth in this Amendment, capitalized terms have the meaning given them in the Agreement.

1.2. A Section 8(k) is hereby added to the Agreement, as follows:

1.3. Section 1(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

Page 1 of 6

1.4. Section 1(h) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(h) “Good Reason” shall mean one or more of the following, without Executive’s consent: (A) there is a material reduction in aggregate amount of Executive’s base salary and target bonus without Executive’s consent (except where there is a general reduction applicable to the management team generally); (B) there is a material reduction in Executive’s overall responsibilities or authority, or scope of duties below the position of a Chief Medical Officer of the Company; (C) Executive is required by the Company to relocate his or her principal place of employment outside of the Boston metropolitan area; (D) the failure of the Company to obtain an agreement from any successor to all or substantially all of the business or assets of the Company to assume this Agreement as contemplated in Section 8(a) of this Agreement; or (E) any material breach by the Company of this Agreement. Furthermore, any provision of this Agreement to the contrary notwithstanding, “Good Reason” shall be deemed to exist if, in connection with or following a Change of Control, the Company’s common stock ceases to be publicly traded on a national securities exchange, unless Executive becomes (or continues as) the Chief Medical Officer (with the powers and responsibilities customarily associated with such title) of the ultimate parent entity, or successor to, the Company in such Change of Control, and the common stock of such parent entity or successor, as applicable, is publicly traded on a national securities exchange. It is understood that Executive must assert any termination for Good Reason by written notice to the Company no later than ninety (90) days following the date on which arises the event or events giving the Executive the right to assert such a termination, and the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation by Executive be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.”

1.5. Section 2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

(i) The Company shall pay to Executive (A) his or her fully earned but unpaid base salary through the date of Executive’s Qualifying Termination, (B) any accrued but unpaid paid time off and (C) any other amounts or benefits, if any, under the Company’s employee benefit plans, programs or arrangements to which Executive is entitled pursuant to the terms of such plans, programs or arrangements or applicable law, payable in accordance with the terms of

Page 2 of 6

such plans, programs or arrangements or as otherwise required by applicable law (collectively, the “Accrued Rights”);

(ii) Executive shall receive continued payment of the Base Salary for a period of six (6) months following the termination date in accordance with the Company’s ordinary payroll practices;

(iv) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health (medical, dental or vision) plans following such Qualifying Termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (x) six (6) months following the effective date of such Qualifying Termination, (y) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (and Executive agrees to promptly notify the Company of such eligibility) and (z) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Qualifying Termination date through the earlier of (x)-(z), in such case, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act) or an excise tax, then in lieu of paying COBRA premiums pursuant to this Section 2(b)(iv), the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, such payment to be made without regard to Executive’s payment of COBRA premiums; and

1.6. Section 2(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(b) Severance Upon Qualifying Termination Occurring in Connection with a Change of Control. If Executive has a Qualifying Termination that occurs prior to but in

Page 3 of 6

(i) the Company shall pay to Executive the Accrued Rights; and

(ii) Executive shall receive continued payment of the Base Salary for a period of twelve (12) months following the termination date in accordance with the Company’s ordinary payroll practices; and

(v) The Company shall pay Executive an additional amount equal to one hundred percent (100%) of Executive’s annual target bonus, payable in a lump sum on the Company’s first ordinary payroll date occurring after the effective date the later of of Executive’s Qualifying Termination or the Change of Control; and

(vi) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health (medical, dental or vision) plans following such Qualifying Termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (x) twelve (12) months following the effective date of such Qualifying Termination, (y) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (and Executive agrees to promptly notify the Company of such eligibility) and (z) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Qualifying Termination date through the earlier of (x)-(z), in such case, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act) or an excise tax, then in lieu of paying COBRA premiums pursuant to this Section 2(a)(iv), the Company shall pay Executive on the last day of each remaining month of

Page 4 of 6

2. Other Provisions. Except as expressly set forth above, each and every provision of the Agreement shall remain unchanged and in full force and effect.

3. General Provisions. The provisions of Section 8 of the Agreement shall govern this Amendment, to the fullest extent applicable and are hereby incorporated into this Amendment.

[Signature page follows.]

Page 5 of 6

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.


LEWIS LEVY, M.D.,	TELADOC HEALTH, INC.,
an individual resident in the		a Delaware corporation
Commonwealth of Massachusetts

/s/ LEWIS LEVY	By:	/s/ MICHELLE BUCARIA
	Name:	Ms. Michelle Bucaria
	Title:	Chief Human Resources Officer

Page 6 of 6

Exhibit 10.5

AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AGREEMENT

This Amendment No. 1 to Executive Severance Agreement (this “Amendment”), by and between Teladoc Health, Inc., a Delaware corporation (“Teladoc” or the “Company”), and Ms. Mala Murthy, an individual resident in the State of New York (“Executive”), is made as of October 29, 2019.

Recitals

A. Teladoc and Executive are parties to that certain Executive Severance Agreement, dated as of June 24, 2019 (the “Agreement”).

B. Teladoc and Executive desire to make certain changes to the Agreement, as set forth in this Amendment.

Terms and Conditions

1. Amendments.

1.1. Except as otherwise set forth in this Amendment, capitalized terms have the meaning given them in the Agreement.

1.2. A Section 8(k) is hereby added to the Agreement, as follows:

1.3. Section 1(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

Page 1 of 6

1.4. Section 1(h) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(h) “Good Reason” shall mean one or more of the following, without Executive’s consent: (A) there is a material reduction in aggregate amount of Executive’s base salary and target bonus without Executive’s consent (except where there is a general reduction applicable to the management team generally); (B) there is a material reduction in Executive’s overall responsibilities or authority, or scope of duties below the position of a Chief Financial Officer of the Company; (C) Executive is required by the Company to relocate his or her principal place of employment outside of the New York City metropolitan area; or (D) the failure of the Company to obtain an agreement from any successor to all or substantially all of the business or assets of the Company to assume this Agreement as contemplated in Section 8(a) of this Agreement; or (E) any material breach by the Company of this Agreement. Furthermore, any provision of this Agreement to the contrary notwithstanding, “Good Reason” shall be deemed to exist if, in connection with or following a Change of Control, the Company’s common stock ceases to be publicly traded on a national securities exchange, unless Executive becomes (or continues as) the Chief Financial Officer (with the powers and responsibilities customarily associated with such title) of the ultimate parent entity, or successor to, the Company in such Change of Control, and the common stock of such parent entity or successor, as applicable, is publicly traded on a national securities exchange. It is understood that Executive must assert any termination for Good Reason by written notice to the Company no later than ninety (90) days following the date on which arises the event or events giving the Executive the right to assert such a termination, and the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation by Executive be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.”

1.5. Section 2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

(i) The Company shall pay to Executive (A) his or her fully earned but unpaid base salary through the date of Executive’s Qualifying Termination, (B) any accrued but unpaid paid time off and (C) any other amounts or benefits, if any, under the Company’s employee benefit plans, programs or arrangements to which Executive is entitled pursuant to the terms of such plans, programs or arrangements or applicable law, payable in accordance with the terms of

Page 2 of 6

such plans, programs or arrangements or as otherwise required by applicable law (collectively, the “Accrued Rights”);

(ii) Executive shall receive continued payment of the Base Salary for a period of twelve (12) months following the termination date in accordance with the Company’s ordinary payroll practices;

(iv) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health (medical, dental or vision) plans following such Qualifying Termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (x) twelve (12) months following the effective date of such Qualifying Termination, (y) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (and Executive agrees to promptly notify the Company of such eligibility) and (z) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Qualifying Termination date through the earlier of (x)-(z), in such case, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act) or an excise tax, then in lieu of paying COBRA premiums pursuant to this Section 2(a)(iv), the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, such payment to be made without regard to Executive’s payment of COBRA premiums; and

1.6. Section 2(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(b) Severance Upon Qualifying Termination Occurring in Connection with a Change of Control. If Executive has a Qualifying Termination that occurs prior to but in

Page 3 of 6

(i) the Company shall pay to Executive the Accrued Rights; and

(ii) Executive shall receive continued payment of the Base Salary for a period of twelve (12) months following the termination date in accordance with the Company’s ordinary payroll practices; and

Page 4 of 6

2. Other Provisions. Except as expressly set forth above, each and every provision of the Agreement shall remain unchanged and in full force and effect.

3. General Provisions. The provisions of Section 8 of the Agreement shall govern this Amendment, to the fullest extent applicable and are hereby incorporated into this Amendment.

[Signature page follows.]

Page 5 of 6

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.


MS. MALA MURTHY,	TELADOC HEALTH, INC.,
an individual resident in the		a Delaware corporation
State of New York


/s/ MALA MURTHY	By:	/s/ MICHELLE BUCARIA
	Name:	Ms. Michelle Bucaria
	Title:	Chief Human Resources Officer

Page 6 of 6

Exhibit 10.6

AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AGREEMENT

This Amendment No. 1 to Executive Severance Agreement (this “Amendment”), by and between Teladoc Health, Inc., a Delaware corporation (“Teladoc” or the “Company”), and Mr. David Sides, an individual resident in the State of Connecticut (“Executive”), is made as of October 29, 2019.

Recitals

A. Teladoc and Executive are parties to that certain Executive Severance Agreement, dated as of July 30, 2019 (the “Agreement”).

B. Teladoc and Executive desire to make certain changes to the Agreement, as set forth in this Amendment.

Terms and Conditions

1. Amendments.

1.1. Except as otherwise set forth in this Amendment, capitalized terms have the meaning given them in the Agreement.

1.2. A Section 8(k) is hereby added to the Agreement, as follows:

1.3. Section 1(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

Page 1 of 6

1.4. Section 1(h) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(h) “Good Reason” shall mean one or more of the following, without Executive’s consent: (A) there is a material reduction in aggregate amount of Executive’s base salary and target bonus without Executive’s consent (except where there is a general reduction applicable to the management team generally); (B) there is a material reduction in Executive’s overall responsibilities or authority, or scope of duties below the position of a Chief Operating Officer of the Company; (C) Executive is required by the Company to relocate his or her principal place of employment outside of the New York City metropolitan area; or (D) the failure of the Company to obtain an agreement from any successor to all or substantially all of the business or assets of the Company to assume this Agreement as contemplated in Section 8(a) of this Agreement; or (E) any material breach by the Company of this Agreement. Furthermore, any provision of this Agreement to the contrary notwithstanding, “Good Reason” shall be deemed to exist if, in connection with or following a Change of Control, the Company’s common stock ceases to be publicly traded on a national securities exchange, unless Executive becomes (or continues as) the Chief Operating Officer (with the powers and responsibilities customarily associated with such title) of the ultimate parent entity, or successor to, the Company in such Change of Control, and the common stock of such parent entity or successor, as applicable, is publicly traded on a national securities exchange. It is understood that Executive must assert any termination for Good Reason by written notice to the Company no later than ninety (90) days following the date on which arises the event or events giving the Executive the right to assert such a termination, and the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation by Executive be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.”

1.5. Section 2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

(i) The Company shall pay to Executive (A) his or her fully earned but unpaid base salary through the date of Executive’s Qualifying Termination, (B) any accrued but unpaid paid time off and (C) any other amounts or benefits, if any, under the Company’s employee benefit plans, programs or arrangements to which Executive is entitled pursuant to the terms of such plans, programs or arrangements or applicable law, payable in accordance with the terms of

Page 2 of 6

such plans, programs or arrangements or as otherwise required by applicable law (collectively, the “Accrued Rights”);

(ii) Executive shall receive continued payment of the Base Salary for a period of twelve (12) months following the termination date in accordance with the Company’s ordinary payroll practices;

(iv) If Executive timely elects continued coverage under COBRA for Executive and Executive’s covered dependents under the Company’s group health (medical, dental or vision) plans following such Qualifying Termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (x) twelve (12) months following the effective date of such Qualifying Termination, (y) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (and Executive agrees to promptly notify the Company of such eligibility) and (z) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Qualifying Termination date through the earlier of (x)-(z), in such case, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act) or an excise tax, then in lieu of paying COBRA premiums pursuant to this Section 2(a)(iv), the Company shall pay Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, such payment to be made without regard to Executive’s payment of COBRA premiums; and

1.6. Section 2(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(b) Severance Upon Qualifying Termination Occurring in Connection with a Change of Control. If Executive has a Qualifying Termination that occurs prior to but in

Page 3 of 6

(i) the Company shall pay to Executive the Accrued Rights; and

(ii) Executive shall receive continued payment of the Base Salary for a period of twelve (12) months following the termination date in accordance with the Company’s ordinary payroll practices; and

Page 4 of 6

2. Other Provisions. Except as expressly set forth above, each and every provision of the Agreement shall remain unchanged and in full force and effect.

3. General Provisions. The provisions of Section 8 of the Agreement shall govern this Amendment, to the fullest extent applicable and are hereby incorporated into this Amendment.

[Signature page follows.]

Page 5 of 6

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.


MR. DAVID SIDES,	TELADOC HEALTH, INC.,
an individual resident in the		a Delaware corporation
State of Connecticut


/s/ DAVID SIDES	By:	/s/ MICHELLE BUCARIA
	Name:	Ms. Michelle Bucaria
	Title:	Chief Human Resources Officer

Page 6 of 6

Exhibit 10.7

AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AGREEMENT

This Amendment No. 1 to Executive Severance Agreement (this “Amendment”), by and between Teladoc Health, Inc., a Delaware corporation (“Teladoc” or the “Company”), and Mr. Andrew Turitz, an individual resident in the State of Illinois (“Executive”), is made as of October 29, 2019.

Recitals

A. Teladoc and Executive are parties to that certain Executive Severance Agreement, dated as of July 15, 2015 (the “Agreement”).

B. Teladoc and Executive desire to make certain changes to the Agreement, as set forth in this Amendment.

Terms and Conditions

1. Amendments.

1.1. Except as otherwise set forth in this Amendment, capitalized terms have the meaning given them in the Agreement.

1.2. A Section 8(k) is hereby added to the Agreement, as follows:

1.3. Section 1(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

Page 1 of 6

1.4. Section 1(h) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(h) “Good Reason” shall mean one or more of the following, without Executive’s consent: (A) there is a material reduction in aggregate amount of Executive’s base salary and target bonus without Executive’s consent (except where there is a general reduction applicable to the management team generally); (B) there is a material reduction in Executive’s overall responsibilities or authority, or scope of duties below the position of a Senior Vice President – Business Development of the Company; (C) Executive is required by the Company to relocate his or her principal place of employment outside of the Chicago metropolitan area; or (D) the failure of the Company to obtain an agreement from any successor to all or substantially all of the business or assets of the Company to assume this Agreement as contemplated in Section 8(a) of this Agreement; or (E) any material breach by the Company of this Agreement. Furthermore, any provision of this Agreement to the contrary notwithstanding, “Good Reason” shall be deemed to exist if, in connection with or following a Change of Control, the Company’s common stock ceases to be publicly traded on a national securities exchange, unless Executive becomes (or continues as) the Senior Vice President – Business Development (with the powers and responsibilities customarily associated with the highest-ranking corporate development official) of the ultimate parent entity, or successor to, the Company in such Change of Control, and the common stock of such parent entity or successor, as applicable, is publicly traded on a national securities exchange. It is understood that Executive must assert any termination for Good Reason by written notice to the Company no later than ninety (90) days following the date on which arises the event or events giving the Executive the right to assert such a termination, and the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation by Executive be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.”

1.5. Section 2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

(i) The Company shall pay to Executive (A) his or her fully earned but unpaid base salary through the date of Executive’s Qualifying Termination, (B) any accrued but unpaid paid time off and (C) any other amounts or benefits, if any, under the Company’s employee benefit plans, programs or arrangements to which Executive is entitled pursuant to the terms of such plans, programs or arrangements or applicable law, payable in accordance with the terms of

Page 2 of 6

such plans, programs or arrangements or as otherwise required by applicable law (collectively, the “Accrued Rights”);

(ii) Executive shall receive continued payment of the Base Salary for a period of six (6) months following the termination date in accordance with the Company’s ordinary payroll practices;

1.6. Section 2(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(b) Severance Upon Qualifying Termination Occurring in Connection with a Change of Control. If Executive has a Qualifying Termination that occurs prior to but in

Page 3 of 6

(i) the Company shall pay to Executive the Accrued Rights; and

(ii) Executive shall receive continued payment of the Base Salary for a period of twelve (12) months following the termination date in accordance with the Company’s ordinary payroll practices; and

Page 4 of 6

2. Other Provisions. Except as expressly set forth above, each and every provision of the Agreement shall remain unchanged and in full force and effect.

3. General Provisions. The provisions of Section 8 of the Agreement shall govern this Amendment, to the fullest extent applicable and are hereby incorporated into this Amendment.

[Signature page follows.]

Page 5 of 6

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.


MR. ANDREW TURITZ,	TELADOC HEALTH, INC.,
an individual resident in the		a Delaware corporation
State of Illinois

/s/ ANDREW TURITZ	By:	/s/ MICHELLE BUCARIA
	Name:	Ms. Michelle Bucaria
	Title:	Chief Human Resources Officer

Page 6 of 6

Exhibit 10.8

AMENDMENT NO. 1 TO EXECUTIVE SEVERANCE AGREEMENT

This Amendment No. 1 to Executive Severance Agreement (this “Amendment”), by and between Teladoc Health, Inc., a Delaware corporation (“Teladoc” or the “Company”), and Mr. Adam Vandervoort, an individual resident in the State of Connecticut (“Executive”), is made as of October 29, 2019.

Recitals

A. Teladoc and Executive are parties to that certain Executive Severance Agreement, dated as of July 15, 2015 (the “Agreement”).

B. Teladoc and Executive desire to make certain changes to the Agreement, as set forth in this Amendment.

Terms and Conditions

1. Amendments.

1.1. Except as otherwise set forth in this Amendment, capitalized terms have the meaning given them in the Agreement.

1.2. A Section 8(k) is hereby added to the Agreement, as follows:

1.3. Section 1(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

Page 1 of 6

1.4. Section 1(h) of the Agreement is hereby deleted in its entirety and replaced with the following:

“(h) “Good Reason” shall mean one or more of the following, without Executive’s consent: (A) there is a material reduction in aggregate amount of Executive’s base salary and target bonus without Executive’s consent (except where there is a general reduction applicable to the management team generally); (B) there is a material reduction in Executive’s overall responsibilities or authority, or scope of duties below the position of a Chief Legal Officer of the Company; (C) Executive is required by the Company to relocate his or her principal place of employment outside of the New York City metropolitan area; (D) the failure of the Company to obtain an agreement from any successor to all or substantially all of the business or assets of the Company to assume this Agreement as contemplated in Section 8(a) of this Agreement; or (E) any material breach by the Company of this Agreement. Furthermore, any provision of this Agreement to the contrary notwithstanding, “Good Reason” shall be deemed to exist if, in connection with or following a Change of Control, the Company’s common stock ceases to be publicly traded on a national securities exchange, unless Executive becomes (or continues as) the Chief Legal Officer (with the powers and responsibilities customarily associated with such title) of the ultimate parent entity, or successor to, the Company in such Change of Control, and the common stock of such parent entity or successor, as applicable, is publicly traded on a national securities exchange. It is understood that Executive must assert any termination for Good Reason by written notice to the Company no later than ninety (90) days following the date on which arises the event or events giving the Executive the right to assert such a termination, and the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation by Executive be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.”