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Addus HomeCare: Employment And Non-Competition Agreement

The following excerpt is from the company's SEC filing.

This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this

Agreement

) is effective as of February 25, 2016 (the

Effective Date

), by and between Addus HealthCare, Inc., an Illinois corporation (the

Company

), and James Zoccoli, an individual domiciled in the State of Texas (the

Executive

WHEREAS,

the Company, its parent and its subsidiaries (collectively, the

Addus HealthCare Group

) provide home care services to individuals, county and state governments, health maintenance organizations, independent physician associations, insur ance companies, facilities, other business purchasers of such services, and to the general public at large.

the Company desires to employ the Executive as its Chief Information Officer, and the parties hereto desire to enter this Agreement to secure the Executives employment, all on the terms and conditions set forth herein.

by virtue of the Executives employment by the Company pursuant to the terms hereof, the Executive will obtain and become familiar with certain valuable confidential and proprietary information relating to the Addus HealthCare Group, its customers and employees.

the Company desires to protect the goodwill and all proprietary rights and information of the Addus HealthCare Group.

NOW, THEREFORE,

in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, agree as follows:

Effectiveness; Term of Employment.

This Agreement shall automatically become effective on the Effective Date provided the Executive commences employment on such date; otherwise, this Agreement shall automatically terminate on the Effective Date and shall be deemed never to have become effective.

The Company hereby employs the Executive, and the Executive hereby accepts employment by the Company, for the period commencing as of the Effective Date and ending on the fourth (4th) anniversary of the Effective Date, or on such earlier date as provided pursuant to the terms and conditions of this Agreement (the

Initial Employment Term

). At the end of the Initial Employment Term, this Agreement shall automatically renew for successive one (1) year terms (each, as may be earlier terminated pursuant to the terms and conditions of this Agreement, an

Additional Employment Term

and, together with the Initial Employment Term, as may be earlier terminated pursuant to the terms and conditions of this Agreement, the

), unless either party provides notice to the other of its or his intention not to renew this Agreement at least thirty (30) days prior to the expiration of the Initial Employment Term or any Additional Employment Term (a

Non- Renewal

). During the Employment Term, the Executive shall (i) devote

substantially all of his professional time, loyalty and efforts to discharge his duties hereunder on a timely basis; (ii) use his best efforts to loyally and diligently serve the business and affairs of the Addus HealthCare Group; and (iii) endeavor in all respects to promote, advance and further the Addus HealthCare Groups interests in all matters.

Employment Duties

During the Employment Term, the Company will employ the Executive as its Chief Information Officer, a senior executive position that reports directly to the Chief Executive Officer of the Company. The Executives principal duties and responsibilities shall be those reflected in the employment description set forth on

Exhibit A

hereto.

Compensation

The Company will pay the Executive as follows during the Employment Term:

Base Salary

Commencing on the Effective Date of this Agreement, the Company shall pay the Executive a base salary at the annual rate of Three Hundred Twenty Five Thousand Dollars ($325,000), which shall be paid in accordance with the normal payroll practices of the Company and shall be subject to applicable withholdings and deductions. Thereafter, the Executives base salary shall be subject to review and adjustment upward by the compensation committee (the

Compensation Committee

) of the board of directors of Addus HomeCare Corporation (

) (the

Board of Directors

) on or about each anniversary of the Effective Date for each year during the Employment Term (as adjusted from time-to-time, the

The Executive, at the discretion of the Compensation Committee, shall be eligible (but not entitled) to receive an annual bonus as set forth on

Exhibit B

hereto. The Compensation Committee, at its sole discretion, may determine the amount of the annual bonus, if any, to which the Executive may become entitled based on the quantitative and qualitative factors described on

or any other factors the Compensation Committee may deem appropriate from time to time. All amounts payable pursuant to this Section 3(b), if any, shall be paid within no more than thirty (30) days after completion of Addus HomeCares audited financial statements for the most recently completed fiscal year and shall be subject to applicable withholdings and deductions. Bonus is not salary and is earned on the day it is paid. To be eligible to receive the bonus, the Executive must be actively employed and must not have given notice of termination on or prior to such date.

Options

On the Effective Date, the Executive will be granted a nonqualified stock option pursuant to Addus HomeCares 2009 Stock Incentive Plan (the

) to purchase 50,000 shares of Addus HomeCares common stock, par value $0.001 per share (

Common Stock

), pursuant to a Nonqualified Stock

- 2 -

Option Award Agreement to be entered into by the Executive and Addus HomeCare. On the Effective Date, the Executive will also be granted 10,000 restricted shares of Common Stock under the Plan pursuant to a Restricted Stock Award Agreement to be entered into by the Executive and Addus HomeCare.

Expenses

It is recognized that the Executive in the performance of his duties hereunder may be required to expend sums for travel (e.g., airfare, automobile rental, etc.), entertainment and lodging. During the Employment Term, the Company shall reimburse the Executive for reasonable business expenses incurred by him during the Employment Term in connection with the performance of his duties hereunder conditioned upon and subject to the Companys established policies and procedures, including written receipt from the Executive of an itemized accounting in accordance with the Companys regular business expense verification practices. Such policies shall also be in effect for frequent travel by the Executive to the Companys Corporate Center which it is agreed shall be as needed and commensurate with the Executives duties and responsibilities during his employment hereunder; such time spent onsite at the Corporate Center may vary from time to time depending on the Executives tenure and the results of the Company.

Benefits

During the Employment Term, the Executive shall be entitled to benefits under such plans, programs or arrangements as the Board of Directors may establish or maintain from time to time for similarly-situated employees, and in accordance with its policies, which may change at the sole discretion of the Board of Directors. Benefits as of the Effective Date are:

Four (4) weeks paid vacation during each year of employment. Subject to the Companys established policies and procedures, vacation may be carried over to a subsequent year of employment, not to exceed eight (8) weeks during any calendar year of employment.

Five (5) days personal/sick leave per year, with pay. Personal/sick days may be carried over to a subsequent year of employment, not to exceed ten (10) days during any calendar year of employment.

Six (6) Company holidays, plus two (2) floating holidays, per year.

Coverage beginning on the Effective Date under the health benefit plan provided by the Company to its executives, which may change, at the sole discretion of the Board of Directors, from time to time. The Company will cover the Executive and his dependents, if any, during the Employment Term to the same extent and according to the same terms as the Companys other executives are covered.

Life insurance policy beginning on the Effective Date with a face amount of up to five (5) times the Base Salary, provided that the Company shall not be required to spend greater than three percent (3%) of the Base Salary in purchasing such insurance policy.

- 3 -

Short-term and long-term disability insurance beginning on the Effective Date to the same extent and according to the same terms as the Companys other similarly-situated executives are covered, which may change, at the sole discretion of the Board of Directors, from time to time.

Tuition reimbursement shall be available for courses relevant to the Executives position and taken at an accredited institution, subject to prior approval by the Board of Directors.

Participation in the Companys 401(k) plan up to the defined Internal Revenue Service limit beginning 30 days after the Effective Date. The Company will annually match 6% of the Executives annual contribution to such plan during the Employment Term, subject to the Companys established policies and procedures.

Termination by Company

The Company may terminate the Executives employment hereunder at any time for Reasonable Cause. The term

shall be limited to the following:

(i) A material breach or omission by the Executive of any of his duties or obligations under this Agreement (except due to Disability, as defined below) that the Executive shall fail to cure after receipt of written notice of such breach or omission from the Companys President and Chief Executive Officer (the

) or Board of Directors, which notice shall designate the period of time within which the breach or omission must be cured to the satisfaction of the CEO or the Board of Directors, as applicable, in order to prevent a termination for Reasonable Cause;

however

, that the Executive shall only be permitted the opportunity to cure such breaches or omissions a total of two times in any twelve (12)-month rolling period;

(ii) The Executive shall willfully engage in any action that materially damages, or that may reasonably be expected to materially damage, the Addus HealthCare Group or the business or goodwill thereof;

(iii) The Executive shall breach his fiduciary duty to the Addus HealthCare Group;

(iv) The Executive shall commit any act involving fraud, the misuse or misappropriation of money or other property of the Addus HealthCare Group, a felony, habitual use of drugs or other intoxicants or chronic absenteeism;

(v) Gross negligence or willful misconduct by the Executive;

- 4 -

(vi) The Executive shall commit acts constituting gross insubordination, such as, without limitation, the intentional disregard of any reasonable directive of the CEO or the Board of Directors;

(vii) The Executive shall fail to perform any material duty in a timely and effective manner and shall fail to cure any such performance deficiency after receipt of written notice of the deficiency from the CEO or Board of Directors, which notice shall designate the period of time within which the performance deficiency must be cured to the satisfaction of the CEO or the Board of Directors, as applicable, in order to prevent a termination for reasonable cause;

however

, that the Executive shall only be permitted the opportunity to cure performance deficiencies a total of two times in any twelve (12)-month rolling period; or

The Executives employment hereunder shall be terminated in the event of his death, and the Company may terminate the Executives employment hereunder if the Executive suffers a physical or mental disability (a

) so that the Executive is or, in the opinion of an independent physician retained by the Company for purposes of this determination will be, unable to perform his duties in a manner satisfactory to the Company for a period of ninety (90) days out of any one hundred eighty (180) consecutive-day period (in which event the Executive shall be deemed to have suffered a permanent Disability).

The Company may terminate the Executives employment hereunder at any time for any other reason, or for no reason.

Termination of the Executives employment for any reason shall terminate the Employment Term but shall not affect the Executives obligations pursuant to Section 9 hereof, which obligations shall remain in effect for the period therein provided.

Termination by the Executive

The Executive may terminate his employment with the Company (a) for Good Reason (as defined below) or (b) without Good Reason, in each case, upon not less than thirty (30) days prior written notice to the Company;

provided, however

, that after the receipt of such notice, the Company may, in its discretion accelerate the effective date of such termination at any time by written notice to the Executive. Termination of the Executives employment by the Executive shall terminate the Employment Term, but shall not affect the Executives obligations under Section 9 hereof, which obligations shall remain in effect for the period therein provided. As used herein,

means (i) any reduction in the Executives Base Salary, (ii) any material reduction to the Executives employment duties and responsibilities, (iii) any willful breach by the Company of any material term of this Agreement, other than a breach which is remedied by the Company within 10 days after receipt of written notice given by the Executive, or (iv) a change in the Executives direct reporting duty to a person other than the Chief Executive Officer of the Company or the Board of Directors.

- 5 -

Rights and Obligations Upon Termination

If the Executives employment is terminated by the Company pursuant to Section 6(a) or 6(b) hereof or by the Executive pursuant to Section 7(b) hereof, the Executive or his estate shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive, with respect to the period prior to the effective date of termination:

(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;

(ii) Any accrued but unpaid benefits under Section 5 hereof for any period prior to the effective date of termination; and

(iii) In the case of termination pursuant to Section 6(b), eligibility for life or disability insurance benefits described in Sections 5(e) or (f), as applicable.

Such payments shall be made to the Executive whether or not the Company chooses to utilize the services of the Executive for the required notice period specified in Section 7.

If the Executives employment is terminated pursuant to Section 6(c) hereof or Section 7(a) hereof, or as a result of Non-Renewal by the Company, the Executive shall be entitled to, in lieu of any further payments to the Executive for periods subsequent to the date of termination:

(i) Any unpaid Base Salary under Section 3(a) hereof for any period prior to the effective date of termination;

(ii) A pro rata portion of the bonus under Section 3(b) hereof based on what Executive would have been entitled to receive pursuant to the Companys then-effective bonus plan had his employment not been terminated...


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