CANO HEALTH, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(c) Appointment of Robert Camerlinck as Chief Operating Officer

Cano Health, Inc. (the “Company”) appointed Robert Camerlinck to serve as the
Chief Operating Officer of the Company, effective August 1, 2022. Mr. Camerlinck, age 55, joins the Company from Healthy Partners Primary Care
(“Healthy Partners“), a provider of primary care services, where he served as
President since 2020 and as the Chief Executive Officer from 1996 through 2000. Mr. Camerlinck is responsible for overseeing the Medical Services Organization
(MSO) operations for Medicare Advantage practices throughout the state of
Florida. Under his leadership, Healthy Partners grew from a single
concierge-level primary care medical practice founded in 1994 to a state-wide,
trusted and reputable leader in Medicare Advantage. In connection with Mr. Camerlinck’s appointment as Chief Operating Officer, the Company and Mr. Camerlinck entered into an employment agreement, dated August 1, 2022 (the
“Employment Agreement”), pursuant to which Mr. Camerlinck will serve as Chief
Operating Officer commencing on August 1, 2022 on an “at will” basis for an
initial term of two years, subject to automatic renewal for successive one-year
periods unless the Company or Mr. Camerlinck delivers a written non-renewal
notice. Pursuant to the Employment Agreement, Mr. Camerlinck will (i) receive a
starting annual base salary of $468,277; (ii) be eligible for a discretionary
annual cash bonus based on performance, which shall not be less than 0% of his
base salary; (iii) be eligible for an annual equity award with a target value of
$1,000,000 under the Company’s 2021 Stock Option and Incentive Plan (the “2021
Plan”); and (iv) receive a one-time sign-on grant of equity of 250,000
restricted stock units (“RSUs”), which will vest pro-rata over four years
commencing on the first anniversary of the date of grant.

In the event that Mr. Camerlinck’s employment is terminated either by the
Company without “cause” (as defined in the Employment Agreement, including due
to the Company’s delivery of a non-renewal notice) or by Mr. Camerlinck for
“good reason” (as defined in the Employment Agreement), subject to Mr. Camerlinck’s execution and non-revocation of a separation agreement
containing, among other things, a release of claims in favor of the Company and
its affiliates, Mr. Camerlinck will be entitled to receive (i) base salary
continuation for twelve months following his termination date (ignoring any
reduction that constitutes good reason), (ii) any earned but unpaid incentive
compensation with respect to the completed year prior to the year in which the
termination occurs; (iii) a pro-rated portion of his target bonus for the year
in which his termination occurs (ignoring any reduction that constitutes good
reason), and (iv) subject to Mr. Camerlinck’s election to receive continued
health benefits under the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) and copayment of premium amounts at the active employees’ rate,
payment of remaining premiums for participation in the Company’s health benefit
plans until the earliest of (A) twelve months following termination; (B) the
date Mr. Camerlinck becomes eligible for group medical plan benefits under any
other employer’s group medical plan; or (C) the expiration of Mr. Camerlinck’s COBRA health continuation period.

In addition, in lieu of the payments and benefits described above, in the event
that Mr. Camerlinck’s employment is terminated either by the Company without
“cause” (including due to the Company’s delivery of a non-renewal notice) or by Mr. Camerlinck for “good reason,” in each case, within twelve months following a
“sale event” as defined in the 2021 Plan and subject to Mr. Camerlinck’s execution and non-revocation of a separation agreement containing, among other
things, a release of claims in favor of the Company and its affiliates, Mr. Camerlinck will be entitled to receive (i) an amount in cash equal
to two-times the sum of (x) Mr. Camerlinck’s then current base salary (ignoring
any reduction that constitutes good reason) and (y) the average annual incentive
compensation paid to Mr. Camerlinck in each of the two completed years prior to
the year of his date of termination (provided that if incentive compensation has
not been paid to Mr. Camerlinck for each of the prior two years, the amount
shall be his target bonus for the current year) (ignoring any reduction that
constitutes good reason); (ii) a pro-rated portion of his target bonus for the
year in which his termination occurs (ignoring any reduction that constitutes
good reason); (iii) any earned but unpaid incentive compensation with respect to
the completed year prior to the year in which the termination occurs; (iv) full
acceleration of vesting of all outstanding equity awards, and (v) subject to Mr. Camerlinck’s election to receive continued health benefits under COBRA and
copayment of premium amounts at the active employees’ rate, payment of remaining
premiums for participation in the Company’s health benefit plans until the
earliest of (A) twelve months following termination; (B) the date Mr. Camerlinck becomes eligible for group medical plan benefits under any other employer’s
group medical plan; or (C) the expiration of Mr. Camerlinck’s COBRA health
continuation period.

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The foregoing summary of the Employment Agreement is qualified in its entirety
by reference to the full Employment Agreement filed herewith as Exhibit 10.1 and
incorporated by reference herein.

In connection with Mr. Camerlinck’s appointment, the Company also entered into
an indemnification agreement with Mr. Camerlinck, providing for the
indemnification of and advancement of expenses permitted by Delaware law for
claims, suits or proceedings arising out of an officer’s service to the Company
pursuant to the form of indemnification agreement previously filed as Exhibit
10.12 to the Company’s Current Report on Form 8-K with the Securities and
Exchange Commission on June 9, 2021. There is no other arrangement or
understanding between Mr. Camerlinck and any other person pursuant to which he
was appointed Chief Operating Officer, nor is there any family relationship
between Mr. Camerlinck and any of the Company’s directors or executive officers.

Mr. Camerlinck owns 20% of MedCloud Depot, LLC (“MedCloud”), a Florida-based
software development firm that specializes in health information technology and
data warehousing. The Company has a license agreement with MedCloud pursuant to
which MedCloud has granted the Company a non-exclusive, non-transferable license
to use their software. Other than the license agreement, there have not been any
transactions since the beginning of the Company’s last fiscal year, nor are
there any proposed transactions, in which the Company was or is to be a
participant involving amounts exceeding $120,000 and in which Mr. Camerlinck had
or will have a direct or indirect material interest.

Item 7.01. Regulation FD

On August 5, 2022, the Company issued a press release announcing the appointment
of Mr. Camerlinck. A copy of the press release is furnished hereto as Exhibit
99.1 and incorporated into this Item 7.01 by reference.

The information in this Item 7.01 of Form 8-K, including the accompanying
Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to
the liability of such section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of the general incorporation language of such filing,
except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.       Description

10.1          Employment Agreement, dated August 1, 2022, by and between Cano
            Health, Inc. and Robert Camerlinck.

99.1          Press release dated August 5, 2022.

104         Cover Page Interactive Data File (formatted as Inline XBRL and
            contained in Exhibit 101).

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