This Employment Agreement (the “Agreement”) is entered into by and between Performant Financial Corporation, a Delaware corporation (the “Company”) and Simeon Kohl (the “Executive”) dated as of April 26, 2024.

1.Position; Place of Work. Effective as of May 5, 2023 (the “Effective Date”) the Executive shall serve as the Company’s Chief Executive Officer (“CEO”), and also agrees to serve, if appointed or elected, as an officer or director of any other affiliate of the Company.

2.Duties and Responsibilities. The Executive's primary duties and responsibilities will be those generally associated with the position of CEO, reporting to the Board of Directors of the Company (the “Board”). The Executive shall perform such other duties as he may be assigned from time to time by the “Board”. The Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company and, as applicable, its affiliates, and any changes therein that may be adopted by them from time to time.

3.Devotion of Time to Business. The Executive shall devote such of the Executive’s professional time to the Executive’s employment as may be required to perform services hereunder and shall expend his best efforts on behalf of the Company.

4.Conflicts of Interest. In order to avoid conflicts of interest and inadvertent disclosure or improper use of Confidential information and to ensure that the Executive devotes his professional energies to his employment, while employed by the Company the Executive will not accept or engage in any professional employment, consulting or other service relationship with any business without first giving written notice to, and receiving written approval from, the Board.

5.Compensation.

a.Base Salary. As of the Effective Date, the Executive’s base salary shall be $345,000 per year on an annualized basis (“Base Salary”), which will be paid to the Executive in accordance with the Company’s normal payroll procedures.

b.Bonus. As of the Effective Date, the Executive’s target annual bonus (the “Performance Bonus”) will be 75% of the Executive’s Base Salary. The Performance Bonus will be earned by the achievement of one or more milestones to be set each year by the Board. The allocation of the Bonus to the various milestones and the terms on which the Performance Bonus will be earned will be set by the Board in its sole discretion. In order to earn any or all of the Performance Bonus for any given the Executive must be employed on the last day of the calendar year. The Performance Bonus will be paid on or before March 15 of the year following the year in which it is earned. If the Board does not pass a resolution establishing milestones and the allocation of the Performance Bonus by the end of the first quarter of any calendar year, the Performance Bonus for that year will be a discretionary Bonus.

c.Equity Award. The Executive and the Company acknowledge that in connection with his promotion to CEO, the Executive received a restricted stock unit award under the Company’s 2012 Stock Incentive Plan covering 366,898 shares of the Company’s common stock (the “RSU Award”), with (i) fifty-percent (50%) of the RSU Award vesting in four equal installments on each of the first four anniversaries of the Effective Date, subject to the Executive’s continued employment on each such date, and (ii) the remaining fifty-percent (50%) of the RSU Award subject to performance-based vesting conditions based on predetermined target prices for shares of the Company’s common stock. The Executive will also be eligible for future grants of equity compensation in the sole discretion of the Board or the Compensation Committee of the Board.

6.Benefits.

a.General. The Executive will be entitled to participate in all Company sponsored benefit and insurance programs to the extent that such benefits are offered generally to the Company’s employees in similar positions, with similar seniority. The terms of the Company’s benefit plans and programs are subject to change at any time in the Company’s sole discretion.

b.Term Life Insurance. The Company shall purchase a term life insurance policy insuring the life of the Executive with a death benefit of $1,000,000. The obligation of the Company to purchase such policy shall be conditioned on the Executive's successful completion of any required medical examination(s) such that the policy can be bought at standard rates, and an annual premium not in excess of $3,500. The Executive shall, in his sole discretion, name the beneficiaries of the policy.

c.Expenses. The Company shall reimburse the Executive, in accordance with the Company's policy, for all reasonable expenses incurred by the Executive in connection with the performance of the Executive's duties. Reimbursement will be made within thirty (30) days of submission of a properly completed expense report with all receipts, but no later than March 15 of the year following the year in which such expense was incurred and the report submitted.

d.Paid Time Off. The Executive will be entitled to four weeks (20 days) paid vacation days per year. The Executive’s accrued paid vacation will be capped at 1.5 times his annual accrual. Once the Executive has hit the accrual cap, he will not accrue more vacation until he has reduced his accrued paid time off below the maximum accrual. Sick pay accrual will be in accordance with company policy.

7.Confidential Information and Assignment to Company of Inventions. Prior to or contemporaneous with the execution of this Agreement the Executive has executed a Proprietary Information, Non-Competition and Inventions Assignment Agreement (the “IP Agreement”). Notwithstanding anything else contained herein, nothing in this Agreement is intended to or shall be construed to modify, impair or terminate any obligation of the Executive pursuant to the IP Agreement.

8.At-Will Employment. The Executive’s employment is “at-will.” This means that either the Executive or the Company may terminate the Executive’s employment under this Agreement at any time, with or without cause and with or without notice.

9.Change in Control and Severance Agreement. The Executive and the Company shall enter into a separate Change in Control and Severance Agreement contemporaneously with the execution of this Agreement.

10.Withholdings. All compensation payable to the Executive shall be subject to applicable taxes and withholdings.

11.Severability. The invalidity or unenforceability of any provision(s) of this Agreement under particular facts and circumstances will not affect the validity or enforceability either of other provisions of this Agreement or, under other facts and circumstances, of such provision(s). In addition, such provision(s) will be reformed to be less restrictive if under such facts and circumstances they would then be valid and enforceable.

12.Indemnification. The Executive will be provided indemnification to the maximum extent permitted by the Company’s Certificate of Incorporation or Bylaws, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director. Concurrently with the execution of this Agreement, the Company and the Executive will also enter into the Company’s standard form of indemnification agreement.

13.Sole and Only Agreement. This Agreement contains a complete statement of all agreements between the parties hereto with respect to its subject matter and except as expressly set forth herein supersedes all previous agreements, arrangements and understandings, written or oral, relating to its subject matter and cannot be changed or terminated except in writing, signed by the Executive and the Company.

14.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

15.No Waiver of Rights. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon adherence to that term or any other term of this Agreement. The waiver of a term or condition must be in writing executed by the party against whom the waiver is asserted.

16.Assignment of Rights. The Executive expressly acknowledges and agrees that Company’s rights under this Agreement may be transferred to or assigned by Company to a successor employer.

17.Consent to Arbitration. Except as prohibited by law, each party to this Agreement agrees that, any claim, controversy or legal dispute between them or between The Executive and any officer, director, shareholder, agent or employee of the Company, each of whom is hereby designated a third party beneficiary of this agreement regarding arbitration, (a "Dispute") arising out of the Executive's employment or termination of such employment or this Agreement will be resolved through binding arbitration in Miami, Florida in accordance with the then current Employment Arbitration Rules and Procedures Rules (the “Rules”) of the JAMS, Inc. which Rules are available for review at www.jamsadr.com and are incorporated herein by reference. Judgment upon the award rendered by the arbitrator in such proceeding may be entered in any court having jurisdiction thereof, provided, however, that the Law applicable to any issues regarding the scope, effectiveness or interpretation of this arbitration provision shall be the Federal Arbitration Act. This includes any claims the Executive may make relating to alleged discrimination or harassment during employment based on race, color, national origin, religion, disability, age, gender or sexual orientation, any claims relating to compensation (wages, bonuses, benefits, etc.) and any claims under federal state, or local laws or regulations relating to terms and conditions of employment. THE PARTIES HERETO UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES THEY ARE WAIVING ANY RIGHT TO A JURY TRIAL. The parties hereto agree that such arbitration shall be conducted on an individual basis only, not a class, representative or collective basis, and hereby waive any right to bring class wide, collective or representative claims before any arbitrator or in any forum. This arbitration provision is not intended to modify or limit the remedies available to either party, including the right to seek interim relief, such as injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration.

18.Attorneys’ Fees. In the event of any such arbitration or other legal proceeding, the prevailing party shall recover his or its reasonable attorneys' fees, except expenses, and costs, excluding arbitration fees, to the extent permitted by law.

This Change in Control Severance Agreement (this “Agreement”) is made and entered into effective as of April 26, 2024 (the “Effective Date”), by and between Simeon Kohl (“Executive”) and Performant Financial Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

A.    It is expected that the Company from time to time will consider the possibility of a Change in Control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities.

B.    The Board believes that it is in the best interests of the Company and its shareholders to provide Executive with an incentive to continue Executive’s employment and to maximize the value of the Company upon a Change in Control for the benefit of its shareholders.

C.    In order to provide Executive with enhanced financial security and sufficient encouragement to remain with the Company notwithstanding the possibility of a Change in Control, the Board believes that it is imperative to provide Executive with certain severance and other benefits upon Executive’s termination of employment in connection with a Change in Control.

D.    The Board also believes it is in the best interests of the Company and its shareholders to provide Executive with severance upon an involuntary termination other than in connection with a Change in Control.

1.Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a)Cause. “Cause” shall mean Executive’s (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has an adverse effect on the business or affairs of the Company or its affiliates or stockholders; (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board that is not cured within thirty (30) days following written notice from the Board; (iii) commission of any violation of a company policy that has a material adverse effect on the business or reputation of the Company or (iv) intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered “intentional or willful” unless it is done, or omitted to be done,

(b)Change in Control. “Change in Control” shall mean the occurrence of any of the following events:

(i)A change in the composition of the Board occurs, as a result of which fewer than one-half of the incumbent directors are directors who either:

(A)had been directors of the Company on the “look-back date” (as defined below) (the “original directors”); or

(B)were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved (the “continuing directors”);

(ii)Any “person” (as defined below) who by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company; or

(iii)the consummation of a merger or consolidation of the Company or a Subsidiary of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of:

(A)the Company (or its successor) and

(B)any direct or indirect parent corporation of the Company (or its successor); or

(iv)The sale, transfer or other disposition of all or substantially all of the Company’s assets.

(c)Disability. “Disability” shall mean “disability” within the meaning of Section 22(e)(3) of the Code

(d)Equity Award. “Equity Award” shall mean Executive’s awards of options, stock appreciation rights, restricted shares or stock units with respect to the Company or its successor, or the direct or indirect parent of either, or of any deferred compensation into which such stock options, stock appreciation rights, restricted shares or stock units were converted upon or prior to a Change in Control.

(e)Involuntary Termination. “Involuntary Termination” shall mean:

(i)a material reduction in Executive’s title, duties, authorities or responsibilities as the Chief Executive Officer of the Company without the Executive’s express written consent;

(ii)without Executive’s express written consent, a reduction by the Company of Executive’s base compensation of more than ten percent (10%), unless such reduction in base compensation is part of a general reduction in compensation applicable to senior executives of the Company;

(iii)without Executive’s express written consent, the relocation of Executive’s principal place of employment to a facility or a location more than fifty (50) miles from its location as of the Effective Date or, on or following a Change in Control, from its location immediately prior to such Change in Control; provided that Executive may not claim an Involuntary Termination if he is permitted to work remotely;

(iv)any termination of Executive by the Company which is not effected for Cause; or

(v)the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 10 below.

(f)Termination Date. “Termination Date” shall mean Executive’s “separation from service” within the meaning of that term under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

2.Term of Agreement. This Agreement shall terminate on the third anniversary of the Effective Date, unless mutually renewed by the parties.

3.At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law.

4.Change in Control Related Benefits.

(a)Effect of Change in Control on Performance-Based Equity Awards. If Executive is either employed at the time of a Change in Control or Executive’s employment with the Company terminates as a result of an Involuntary Termination on or within three (3) months prior to a Change in Control, and provided that in the case of such Involuntary Termination the Executive signs and does not revoke a release in a form approved by the Company (a “Release”) that has become irrevocable within sixty (60) days following the later of the Change in Control or the Termination Date, then all of Executive’s Equity Awards subject to vesting based on performance (a “Performance-Based Equity Award”) shall be treated as follows:

(i)In the case of a Performance-Based Equity Award (or portion thereof) where performance is measured against the Company’s stock price or a similar market-based performance criteria (for example, relative total shareholder return), the Performance-Based Equity Award will fully accelerate as of the date of consummation of the Change in Control.

(ii)In the case of a Performance-Based Equity Award (or portion thereof) where performance is measured against a business performance metric that is not a market based metric (such as EBITDA, revenue, etc.), such performance criteria will be deemed satisfied at 100% of target for any unfinished performance period and such Performance-Based

(iii)The portion of any Performance-Based Equity Award for which the performance condition is not deemed satisfied pursuant to this Section 4 (if any) will be forfeited. The effective date of the foregoing vesting credit and forfeiture will be the date of the Change in Control.

(b)Involuntary Termination in Connection with a Change in Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination either on or at any time within twelve months (12) months after a Change in Control, or within three (3) months prior to a Change in Control, and Executive signs and does not revoke a Release that has become irrevocable within sixty (60) days following the later of the Change in Control or the Termination Date, then Executive shall be entitled to the following severance benefits, subject to Section 9 below:

(i)150% of Executive’s annual base salary and target bonus (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement), payable in a lump sum on the sixtieth (60th) day following the later of the Termination Date or the Change in Control;

(ii)all of Executive’s outstanding Equity Awards subject to time-based vesting (including any Equity Awards converted to time-based vesting pursuant to Section 4(a)) will become fully vested and exercisable; provided, however, that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting under this Section 4(b) as a result of an Involuntary Termination within three (3) months prior to a Change in Control: (1) the portion of the Equity Award subject to such accelerated vesting shall not be forfeited or terminated upon the Termination Date pending the Change in Control, (2) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change in Control, and (3) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change in Control (but no later than the expiration of the term of the Equity Award); and

(iii)a lump sum payment equal to eighteen (18) months of premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”) for health insurance coverage for Executive and Executive’s eligible dependents, at the same level and for the same eligible dependents covered as of Executive’s Termination Date. If Executive is eligible and chooses to continue health coverage through COBRA, Executive is solely responsible for timely electing COBRA continuing coverage and for making all COBRA premium payments. 

5.Involuntary Termination Apart from a Change in Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination that occurs more than three (3) months prior to or twelve (12) months after a Change in Control, and

(a)100% of Executive’s annual base salary and target bonus (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement), payable in a lump sum on the sixtieth (60th) day following the Termination Date; and

(b)a lump sum payment equal to twelve (12) months of premiums under COBRA for health insurance coverage for Executive and Executive’s eligible dependents, at the same level and for the same eligible dependents covered as of Executive’s Termination Date. If Executive is eligible and chooses to continue health coverage through COBRA, Executive is solely responsible for timely electing COBRA continuing coverage and for making all COBRA premium payments.

6.Mutually Exclusive Benefits. For the avoidance of doubt, the benefits afforded under Sections 4(b) and 5 are mutually exclusive. If Executive has an Involuntary Termination within three (3) months prior to a Change in Control and becomes entitled to cash severance pursuant to Section 4(b), but already received cash severance pursuant to Section 5, the amount of the cash severance payable pursuant to Section 4(b) shall be offset by the amount already paid, subject to compliance with Section 409A of the Code.

7.Accrued Wages and Vacation; Expenses. If Executive’s employment with the Company terminates, without regard to the reason for, or the timing of, Executive’s termination of employment, then (i) the Company shall pay Executive any unpaid wages due for periods prior to the Termination Date; (ii) the Company shall pay Executive all of Executive’s accrued and unused vacation through the Termination Date; and (iii) following submission of proper expense reports by Executive, the Company shall reimburse Executive for all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the Termination Date. These payments shall be made promptly upon termination and within the period of time mandated by law.

8.Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s benefits under this Agreement shall be either:

(a)delivered in full or

(b)delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax,

9.Section 409A; Delayed Commencement of Benefits. The parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the Code (“Section 409A”), and this Agreement shall be administered accordingly. In the event that any changes to this Agreement or any additional terms are required to ensure that a payment is either exempt from or complies with Section 409A so that the penalty taxes under Section 409A(a)(1)(B) are not applied, you hereby agree that the Company may make such change or incorporate such terms (by reference or otherwise) without your consent. Each payment contemplated by this Agreement will be treated as a separate payment for purposes of Section 409A. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant, as applicable.

10.Successors.

(a)Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the Company’s obligations under this Agreement and agree expressly to perform the Company’s obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this Agreement by operation of law.

(b)Executive’s Successors. Without the written consent of the Company, Executive shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable

11.Notices.

(a)General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices shall be addressed to Executive at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(b)Notice of Termination. Any termination by the Company for Cause or by Executive as a result of an Involuntary Termination shall be communicated by a notice of termination to the other party hereto given in accordance with this Section 11. Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the Termination Date (which shall be not more than thirty (30) days after the giving of such notice). The failure by Executive to include in the notice any fact or circumstance which contributes to a showing of Involuntary Termination shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing Executive’s rights hereunder, subject to the requirements of Section 1(e).

12.Arbitration. Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be governed by the rules of the American Arbitration Association and submitted to and settled by final and binding arbitration in San Francisco, California, except that any alleged breach of Executive’s confidential information obligations shall not be submitted to arbitration and instead the Company may seek all legal and equitable remedies, including without limitation, injunctive relief.

13.Miscellaneous Provisions.

(a)No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that Executive may receive from any other source.

(b)Waiver. No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)Integration. This Agreement supersedes and replaces any prior agreements, representation or understandings, whether written, oral, express or implied, between Executive and the Company and constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof.

(d)Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of California.

(e)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f)Employment Taxes. All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.

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

This Employment Agreement (the “Agreement”) is entered into by and between Performant Financial Corporation, a Delaware corporation (the “Company”) and Rohit Ramchandani (the “Executive”) dated as of April 26, 2024.

1.Position; Place of Work. Effective as of May 5, 2023 (the “Effective Date”) the Executive shall serve as the Company’s Chief Financial Officer (“CFO”), and also agrees to serve, if appointed or elected, as an officer or director of any other affiliate of the Company.

2.Duties and Responsibilities. The Executive’s primary duties and responsibilities will be those generally associated with the position of CFO, reporting to the Chief Executive Officer (“CEO”). The Executive shall perform such other duties as he may be assigned from time to time by the CEO or the Board of Directors of the Company (the “Board”). The Executive agrees to abide by the rules, regulations, personnel practices and policies of the Company and, as applicable, its affiliates, and any changes therein that may be adopted by them from time to time.

3.Devotion of Time to Business. The Executive shall devote such of the Executive’s professional time to the Executive’s employment as may be required to perform services hereunder and shall expend his best efforts on behalf of the Company.

4.Conflicts of Interest. In order to avoid conflicts of interest and inadvertent disclosure or improper use of Confidential information and to ensure that the Executive devotes his professional energies to his employment, while employed by the Company the Executive will not accept or engage in any professional employment, consulting or other service relationship with any business without first giving written notice to, and receiving written approval from, the Board.

5.Compensation.

a.Base Salary. As of the Effective Date, the Executive’s base salary shall be $290,000 per year on an annualized basis (“Base Salary”), which will be paid to the Executive in accordance with the Company’s normal payroll procedures.

b.Bonus. As of the Effective Date, the Executive’s target annual bonus (the “Performance Bonus”) will be 50% of the Executive’s Base Salary. The Performance Bonus will be earned by the achievement of one or more milestones to be set each year by the Board. The allocation of the Bonus to the various milestones and the terms on which the Performance Bonus will be earned will be set by the Board in its sole discretion. In order to earn any or all of the Performance Bonus for any given the Executive must be employed on the last day of the calendar year. The Performance Bonus will be paid on or before March 15 of the year following the year in which it is earned. If the Board does not pass a resolution establishing milestones and the allocation of the Performance Bonus by the end of the first quarter of any calendar year, the Performance Bonus for that year will be a discretionary Bonus.

c.Equity Award. The Executive and the Company acknowledge that in connection with his promotion to CFO, the Executive received a restricted stock unit award under the Company’s 2012 Stock Incentive Plan covering 216,724 shares of the Company’s common stock (the “RSU Award”), with (i) fifty-percent (50%) of the RSU Award vesting in four equal installments on each of the first four anniversaries of the Effective Date, subject to the Executive’s continued employment on each such date, and (ii) the remaining fifty-percent (50%) of the RSU Award subject to performance-based vesting conditions based on predetermined target prices for shares of the Company’s common stock. The Executive and the Company further acknowledge that the Executive received a subsequent restricted stock unit award under the Company’s 2012 Stock Incentive Plan on March 26, 2024 covering 52,817 shares of the Company’s common stock with such award vesting in four equal installments on each of the first four anniversaries of the grant date of such award. The Executive will also be eligible for future grants of equity compensation in the sole discretion of the Board or the Compensation Committee of the Board.

6.Benefits.

a.General. The Executive will be entitled to participate in all Company sponsored benefit and insurance programs to the extent that such benefits are offered generally to the Company’s employees in similar positions, with similar seniority. The terms of the Company’s benefit plans and programs are subject to change at any time in the Company’s sole discretion.

b.Term Life Insurance. The Company shall purchase a term life insurance policy insuring the life of the Executive with a death benefit of $1,000,000. The obligation of the Company to purchase such policy shall be conditioned on the Executive’s successful completion of any required medical examination(s) such that the policy can be bought at standard rates, and an annual premium not in excess of $3,500. The Executive shall, in his sole discretion, name the beneficiaries of the policy.

c.Expenses. The Company shall reimburse the Executive, in accordance with the Company’s policy, for all reasonable expenses incurred by the Executive in connection with the performance of the Executive’s duties. Reimbursement will be made within thirty (30) days of submission of a properly completed expense report with all receipts, but no later than March 15 of the year following the year in which such expense was incurred and the report submitted.

d.Paid Time Off. The Executive will be entitled to 4 weeks (20 days) paid vacation days per year. The Executive’s accrued paid vacation will be capped at 1.5 times his annual accrual. Once the Executive has hit the accrual cap, he will not accrue more vacation until he has reduced his accrued paid time off below the maximum accrual. Sick pay accrual will be in accordance with company policy and California law.

7.Confidential Information and Assignment to Company of Inventions. Prior to or contemporaneous with the execution of this Agreement the Executive has executed a Proprietary Information and Invention Assignment Agreement (the “IP Agreement”). Notwithstanding anything else contained herein, nothing in this Agreement is intended to or shall be construed to modify, impair or terminate any obligation of the Executive pursuant to the IP Agreement.

8.At-Will Employment. The Executive’s employment is “at-will.” This means that either the Executive or the Company may terminate the Executive’s employment under this Agreement at any time, with or without cause and with or without notice.

9.Change in Control and Severance Agreement. The Executive and the Company shall enter into a separate Change in Control and Severance Agreement contemporaneously with the execution of this Agreement.

10.Withholdings. All compensation payable to the Executive shall be subject to applicable taxes and withholdings.

11.Severability. The invalidity or unenforceability of any provision(s) of this Agreement under particular facts and circumstances will not affect the validity or enforceability either of other provisions of this Agreement or, under other facts and circumstances, of such provision(s). In addition, such provision(s) will be reformed to be less restrictive if under such facts and circumstances they would then be valid and enforceable.

12.Indemnification. The Executive will be provided indemnification to the maximum extent permitted by the Company’s Certificate of Incorporation or Bylaws, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director. Concurrently with the execution of this Agreement, the Company and the Executive will also enter into the Company’s standard form of indemnification agreement.

13.Sole and Only Agreement. This Agreement contains a complete statement of all agreements between the parties hereto with respect to its subject matter and except as expressly set forth herein supersedes all previous agreements, arrangements and understandings, written or oral, relating to its subject matter and cannot be changed or terminated except in writing, signed by the Executive and the Company.

14.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

15.No Waiver of Rights. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon adherence to that term or any other term of this Agreement. The waiver of a term or condition must be in writing executed by the party against whom the waiver is asserted.

16.Assignment of Rights. The Executive expressly acknowledges and agrees that Company’s rights under this Agreement may be transferred to or assigned by Company to a successor employer.

17.Consent to Arbitration. Except as prohibited by law, each party to this Agreement agrees that, any claim, controversy or legal dispute between them or between The Executive and any officer, director, shareholder, agent or employee of the Company, each of whom is hereby designated a third party beneficiary of this agreement regarding arbitration, (a “Dispute”) arising out of the Executive’s employment or termination of such employment or this Agreement will be resolved through binding arbitration in San Francisco, California in accordance with the then current Employment Arbitration Rules and Procedures Rules (the “Rules”) of the JAMS, Inc. which Rules are available for review at www.jamsadr.com and are incorporated herein by reference. Judgment upon the award rendered by the arbitrator in such proceeding may be entered in any court having jurisdiction thereof, provided, however, that the Law applicable to any issues regarding the scope, effectiveness or interpretation of this arbitration provision shall be the Federal Arbitration Act. This includes any claims the Executive may make relating to alleged discrimination or harassment during employment based on race, color, national origin, religion, disability, age, gender or sexual orientation, any claims relating to compensation (wages, bonuses, benefits, etc.) and any claims under federal state, or local laws or regulations relating to terms and conditions of employment. THE PARTIES HERETO UNDERSTAND THAT BY AGREEING TO ARBITRATE DISPUTES THEY ARE WAIVING ANY RIGHT TO A JURY TRIAL. The parties hereto agree that such arbitration shall be conducted on an individual basis only, not a class, representative or collective basis, and hereby waive any right to bring class wide, collective or representative claims before any arbitrator or in any forum. This arbitration provision is not intended to modify or limit the remedies available to either party, including the right to seek interim relief, such as injunction or attachment, through judicial process, which will not be deemed a waiver of the right to demand and obtain arbitration.

18.Attorneys’ Fees. In the event of any such arbitration or other legal proceeding, the prevailing party shall recover his or its reasonable attorneys’ fees, except expenses, and costs, excluding arbitration fees, to the extent permitted by law.

This Change in Control Severance Agreement (this “Agreement”) is made and entered into effective as of April 26, 2024 (the “Effective Date”), by and between Rohit Ramchandani (“Executive”) and Performant Financial Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

A.    It is expected that the Company from time to time will consider the possibility of a Change in Control. The Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities.

B.    The Board believes that it is in the best interests of the Company and its shareholders to provide Executive with an incentive to continue Executive’s employment and to maximize the value of the Company upon a Change in Control for the benefit of its shareholders.

C.    In order to provide Executive with enhanced financial security and sufficient encouragement to remain with the Company notwithstanding the possibility of a Change in Control, the Board believes that it is imperative to provide Executive with certain severance and other benefits upon Executive’s termination of employment in connection with a Change in Control.

D.    The Board also believes it is in the best interests of the Company and its shareholders to provide Executive with severance upon an involuntary termination other than in connection with a Change in Control.

1.Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a)Cause. “Cause” shall mean Executive’s (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has an adverse effect on the business or affairs of the Company or its affiliates or stockholders; (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board that is not cured within thirty (30) days following written notice from the Board; (iii) commission of any violation of a company policy that has a material adverse effect on the business or reputation of the Company or (iv) intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered “intentional or willful” unless it is done, or omitted to be done,

(b)Change in Control. “Change in Control” shall mean the occurrence of any of the following events:

(i)A change in the composition of the Board occurs, as a result of which fewer than one-half of the incumbent directors are directors who either:

(A)had been directors of the Company on the “look-back date” (as defined below) (the “original directors”); or

(B)were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved (the “continuing directors”);

(ii)Any “person” (as defined below) who by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company; or

(iii)the consummation of a merger or consolidation of the Company or a Subsidiary of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of:

(A)the Company (or its successor) and

(B)any direct or indirect parent corporation of the Company (or its successor); or

(iv)The sale, transfer or other disposition of all or substantially all of the Company’s assets.

(c)Disability. “Disability” shall mean “disability” within the meaning of Section 22(e)(3) of the Code.

(d)Equity Award. “Equity Award” shall mean Executive’s awards of options, stock appreciation rights, restricted shares or stock units with respect to the Company or its successor, or the direct or indirect parent of either, or of any deferred compensation into which such stock options, stock appreciation rights, restricted shares or stock units were converted upon or prior to a Change in Control.

(e)Involuntary Termination. “Involuntary Termination” shall mean:

(i)a material reduction in Executive’s title, duties, authorities or responsibilities as the Chief Financial Officer of the Company without the Executive’s express written consent;

(ii)without Executive’s express written consent, a reduction by the Company of Executive’s base compensation of more than ten percent (10%), unless such reduction in base compensation is part of a general reduction in compensation applicable to senior executives of the Company;

(iii)without Executive’s express written consent, the relocation of Executive’s principal place of employment to a facility or a location more than fifty (50) miles from its location as of the Effective Date or, on or following a Change in Control, from its location immediately prior to such Change in Control; provided that Executive may not claim an Involuntary Termination if he is permitted to work remotely;

(iv)any termination of Executive by the Company which is not effected for Cause; or

(v)the failure of the Company to obtain the assumption of this Agreement or any other agreement between the Company and Executive by any successors contemplated in Section 10 below.

(f)Termination Date. “Termination Date” shall mean Executive’s “separation from service” within the meaning of that term under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

2.Term of Agreement. This Agreement shall terminate on the third anniversary of the Effective Date, unless mutually renewed by the parties.

3.At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law.

4.Change in Control Related Benefits.

(a)Effect of Change in Control on Performance-Based Equity Awards. If Executive is either employed at the time of a Change in Control or Executive’s employment with the Company terminates as a result of an Involuntary Termination on or within three (3) months prior to a Change in Control, and provided that in the case of such Involuntary Termination the Executive signs and does not revoke a release in a form approved by the Company (a “Release”) that has become irrevocable within sixty (60) days following the later of the Change in Control or the Termination Date, then all of Executive’s Equity Awards subject to vesting based on performance (a “Performance-Based Equity Award”) shall be treated as follows:

(i)In the case of a Performance-Based Equity Award (or portion thereof) where performance is measured against the Company’s stock price or a similar market-based performance criteria (for example, relative total shareholder return), the Performance-Based Equity Award will fully accelerate as of the date of consummation of the Change in Control.

(ii)In the case of a Performance-Based Equity Award (or portion thereof) where performance is measured against a business performance metric that is not a market based metric (such as EBITDA, revenue, etc.), such performance criteria will be deemed satisfied at 100% of target for any unfinished performance period and such Performance-Based

(iii)The portion of any Performance-Based Equity Award for which the performance condition is not deemed satisfied pursuant to this Section 4 (if any) will be forfeited. The effective date of the foregoing vesting credit and forfeiture will be the date of the Change in Control.

(b)Involuntary Termination in Connection with a Change in Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination either on or at any time within twelve months (12) months after a Change in Control, or within three (3) months prior to a Change in Control, and Executive signs and does not revoke a Release that has become irrevocable within sixty (60) days following the later of the Change in Control or the Termination Date, then Executive shall be entitled to the following severance benefits, subject to Section 9 below:

(i)100% of Executive’s annual base salary and target bonus (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement), payable in a lump sum on the sixtieth (60th) day following the later of the Termination Date or the Change in Control;

(ii)all of Executive’s outstanding Equity Awards subject to time-based vesting (including any Equity Awards converted to time-based vesting pursuant to Section 4(a)) will become fully vested and exercisable; provided, however, that notwithstanding any contrary term of the Equity Award agreement, if Executive is entitled to accelerated vesting under this Section 4(b) as a result of an Involuntary Termination within three (3) months prior to a Change in Control: (1) the portion of the Equity Award subject to such accelerated vesting shall not be forfeited or terminated upon the Termination Date pending the Change in Control, (2) the accelerated vesting shall be deemed to take place immediately prior to the effective date of the Change in Control, and (3) the period within which the Equity Award may be exercised following the Termination Date, if applicable, will expire no less than one (1) month following the effective date of the Change in Control (but no later than the expiration of the term of the Equity Award); and

(iii)a lump sum payment equal to twelve (12) months of premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”) for health insurance coverage for Executive and Executive’s eligible dependents, at the same level and for the same eligible dependents covered as of Executive’s Termination Date. If Executive is eligible and chooses to continue health coverage through COBRA, Executive is solely responsible for timely electing COBRA continuing coverage and for making all COBRA premium payments. 

5.Involuntary Termination Apart from a Change in Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination that occurs more than three (3) months prior to or twelve (12) months after a Change in Control, and

(a)75% of Executive’s annual base salary and target bonus (as in effect prior to any reduction that constitutes a basis for Involuntary Termination pursuant to this Agreement), payable in a lump sum on the sixtieth (60th) day following the Termination Date; and

(b)a lump sum payment equal to nine (9) months of premiums under COBRA for health insurance coverage for Executive and Executive’s eligible dependents, at the same level and for the same eligible dependents covered as of Executive’s Termination Date. If Executive is eligible and chooses to continue health coverage through COBRA, Executive is solely responsible for timely electing COBRA continuing coverage and for making all COBRA premium payments.

6.Mutually Exclusive Benefits. For the avoidance of doubt, the benefits afforded under Sections 4(b) and 5 are mutually exclusive. If Executive has an Involuntary Termination within three (3) months prior to a Change in Control and becomes entitled to cash severance pursuant to Section 4(b), but already received cash severance pursuant to Section 5, the amount of the cash severance payable pursuant to Section 4(b) shall be offset by the amount already paid, subject to compliance with Section 409A of the Code.

7.Accrued Wages and Vacation; Expenses. If Executive’s employment with the Company terminates, without regard to the reason for, or the timing of, Executive’s termination of employment, then (i) the Company shall pay Executive any unpaid wages due for periods prior to the Termination Date; (ii) the Company shall pay Executive all of Executive’s accrued and unused vacation through the Termination Date; and (iii) following submission of proper expense reports by Executive, the Company shall reimburse Executive for all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the Termination Date. These payments shall be made promptly upon termination and within the period of time mandated by law.

8.Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s benefits under this Agreement shall be either:

(a)delivered in full or

(b)delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax,

9.Section 409A; Delayed Commencement of Benefits. The parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the Code (“Section 409A”), and this Agreement shall be administered accordingly. In the event that any changes to this Agreement or any additional terms are required to ensure that a payment is either exempt from or complies with Section 409A so that the penalty taxes under Section 409A(a)(1)(B) are not applied, you hereby agree that the Company may make such change or incorporate such terms (by reference or otherwise) without your consent. Each payment contemplated by this Agreement will be treated as a separate payment for purposes of Section 409A. Notwithstanding anything herein to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant, as applicable.

10.Successors.

(a)Company’s Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the Company’s obligations under this Agreement and agree expressly to perform the Company’s obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this Agreement by operation of law.

(b)Executive’s Successors. Without the written consent of the Company, Executive shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable

11.Notices.

(a)General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Executive, mailed notices shall be addressed to Executive at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(b)Notice of Termination. Any termination by the Company for Cause or by Executive as a result of an Involuntary Termination shall be communicated by a notice of termination to the other party hereto given in accordance with this Section 11. Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the Termination Date (which shall be not more than thirty (30) days after the giving of such notice). The failure by Executive to include in the notice any fact or circumstance which contributes to a showing of Involuntary Termination shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing Executive’s rights hereunder, subject to the requirements of Section 1(e).

12.Arbitration. Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be governed by the rules of the American Arbitration Association and submitted to and settled by final and binding arbitration in San Francisco, California, except that any alleged breach of Executive’s confidential information obligations shall not be submitted to arbitration and instead the Company may seek all legal and equitable remedies, including without limitation, injunctive relief.

13.Miscellaneous Provisions.

(a)No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings that Executive may receive from any other source.

(b)Waiver. No provision of this Agreement may be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of the Company (other than Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(c)Integration. This Agreement supersedes and replaces any prior agreements, representation or understandings, whether written, oral, express or implied, between Executive and the Company and constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof.

(d)Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of California.

(e)Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f)Employment Taxes. All payments made pursuant to this Agreement shall be subject to withholding of applicable income and employment taxes.

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