Document
Exhibit 10.3
SECOND AMENDMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
TO
EXECUTIVE EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), effective March 2, 2026, is entered into by and between Privia Health, LLC (“Company”) and Edward C. Fargis (“Executive”). Each of Company and Executive may be referred to individually herein as a “Party” or, collectively, as the “Parties.”
RECITALS
WHEREAS, Company and Executive are parties to that certain Executive Employment Agreement dated January 25, 2024, as amended by the First Amendment to the Executive Employment Agreement effective March 3, 2025 (together, the “Agreement”); and
WHEREAS, Company and Executive desire to amend the Agreement, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements of the Parties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto as agree as follows:
1.Amendment to Exhibit A. The first, second and third bullet points set forth on Exhibit A (Compensation Terms) of the Agreement are hereby deleted in their entirety and replaced with the following:
•From and after March 24, 2026, annual Base Salary of $410,000.00, paid in semi-monthly installments, under exempt status, minus all relevant taxes and withholdings.
•Annual Cash Bonus:
oEligibility of up to 65% of the base salary amount per the then-current Company Employee Bonus Program;
•Eligibility for Annual Equity Grants and compensation adjustments commensurate with the Named Executive Officer level band as determined by the Compensation Committee of the Board of Directors of Privia Health Group, Inc. (the “Compensation Committee”), with a target annual equity grant for 2026 valued at $1,600,000;
2.Defined Terms. Capitalized terms which are used in this Amendment but are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
3.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws provisions thereof.
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Exhibit 10.3
4.No Breach. The Parties hereby acknowledge and agree that the change set forth in in this Amendment (a) are voluntary, (b) do not constitute a breach of the Agreement, and (c) do not constitute Good Reason under the Agreement.
5.Ratification of Agreement. Except as expressly modified or amended by this Amendment, all provisions of the Agreement are hereby ratified, confirmed and approved and shall remain in full force and effect.
6.Counterparts. This Amendment maybe executed and delivered in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.
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Exhibit 10.3
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date set forth above.
EXECUTIVE:
/s/ Edward C. Fargis_____________
Edward C. Fargis
Edward C. Fargis
COMPANY:
PRIVIA HEALTH, LLC
By:_/s/ Parth Mehrotra__________
Name: Parth Mehrotra
Title: Chief Executive Officer
Name: Parth Mehrotra
Title: Chief Executive Officer
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