TABULA RASA HEALTHCARE,INC (NASDAQ:TRHC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

case of a change in control termination.

Payments and benefits under the employment agreements will be
reduced to the maximum amount that does not trigger the excise
tax under the Internal Revenue Code sections 280G and 4999
unless the executive would be better off, on an after-tax
basis, if the executive received all payments and benefits and
paid all applicable excise and income taxes.

For purposes of the employment agreements:

cause generally means, subject to certain notice requirements
and cure rights, the executives: (i)knowing and material
dishonesty or fraud committed in connection with the executives
employment; (ii)theft, misappropriation or embezzlement of the
Companys funds; (iii)repeatedly negligently performing or
failing to perform, or willfully refusing to perform, the
executives duties to the Company (other than a failure
resulting from the executives incapacity due to physical or
mental illness); (iv)conviction of or a plea of guilty or nolo
contendere to any felony, a crime involving fraud or
misrepresentation, or any other crime (whether or not connected
with the executives employment) the effect of which is likely
to adversely affect the Company or any affiliate of the
Company; (v) material breach of any of the provisions or
covenants set forth in the employment agreement; or (vi)a
material breach of the Companys Code of Business Conduct and
Ethics;

good reason generally means, subject to certain notice
requirements and cure rights, (i)material diminution of the
executives authority, duties or responsibilities; (ii)a
relocation of the Companys offices at which the executive is
principally employed to a location more than 35 miles from the
location of such offices immediately prior to the relocation;
(iii)a material diminution in the executives base salary;
(iv)non-renewal of the employment agreement; or (v)any action
or inaction that constitutes a material breach by the Company
of a material provision of the employment agreement; and

change in control has the meaning set forth in the Companys
2016 Omnibus Incentive Compensation Plan.

The foregoing is a summary description of certain terms of the
employment agreements for each of Dr.Calvin Knowlton, Dr.Orsula
Knowlton and Mr.Adams and, by its nature, is incomplete. It is
qualified in its entirety by the text of the employment
agreements for each of Dr. Calvin Knowlton, Dr.Orsula Knowlton
and Mr.Adams attached as Exhibits 10.1, 10.2 and 10.3,
respectively, to this Form8-K and incorporated herein by
reference. All readers are encouraged to read the entire text
of the employment agreements.

Description of the Annual Incentive
Plan

On April25, 2017, the Companys Board of Directors (the Board)
adopted the Tabula Rasa Healthcare,Inc. Annual Incentive Plan,
effective January1, 2017 (the Plan). The adoption of the Plan
formalizes the Companys annual short-term incentive program and
does not represent a new compensation program for the named
executive officers. Consistent with the existing short-term
incentive program, the Plan provides pay for performance
incentive

compensation to the Companys employees, including its named
executive officers, rewarding them for their contributions to
the Company with cash incentive compensation based on
attainment of pre-determined corporate and individual
performance goals, as applicable.

The Compensation Committee of the Board (the Committee)
designates participants in the Plan for each performance
period. The Committee also may establish corporate performance
goals and individual performance goals for the participants.
The Committee may subsequently adjust the performance goals to
take into account such unanticipated circumstances or
significant events as the Committee determines.

Each participants incentive award opportunity is expressed as a
target award level, which may be a percentage of his or her
annualized base salary or a set dollar amount. to the terms of
the Plan, incentive awards, if any, are paid as soon as
administratively practicable after the end of the performance
period and in no case later than March15 of the year following
the calendar year in which a participant obtains a legally
binding right to such award. Generally, a participant must be
an active employee on the date awards are paid to receive an
award, provided, however, that participants may be entitled to
prorated awards if they are on a leave of absence when awards
are paid.

The Committee is responsible for administering the Plan and has
full discretionary authority under the Plan and the authority
to take any actions it deems necessary or advisable in carrying
out its duties thereunder, including delegating their authority
under the Plan. The Plan is an unfunded arrangement.

The foregoing is a summary description of certain terms of the
Plan and, by its nature, is incomplete. It is qualified in its
entirety by the text of the Plan attached as Exhibit10.4 to
this Form8-K and incorporated herein by reference. All readers
are encouraged to read the entire text of the Plan.

Establishment of 2017 Goals and Award
Levels

For the 2017 calendar year performance period, the Committee
established the following target award levels for our named
executive officers:

The Committee also established the following corporate
performance goals for 2017:

The Committee will also evaluate the general individual
performance of each named executive officer. For 2017, the
corporate performance component is weighted at 80% and
individual performance component is weighted at 20%.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.