ADDUS HOMECARE CORPORATION (NASDAQ:ADUS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
Item 1.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Retirement of Brenda Belger
On July28, 2017, Addus HealthCare, Inc. (“Addus HealthCare”), a wholly-owned subsidiary of Addus HomeCare Corporation (the “Company”) and Brenda Belger, its Executive Vice President and Chief Human Resource Officer, entered into a Transition Agreement (the “Transition Agreement”). to the Transition Agreement, among other things, Ms.Belger is retiring from her position effective as of August14, 2017 (the “Transition Effective Date”), and Addus HealthCare agreed to continue to employ Ms.Belger in a non-executive role for a period commencing on the Transition Effective Date and ending on March6, 2018.
to the Transition Agreement, Addus HealthCare will continue to pay Ms.Belger in accordance with the terms of her existing Amended and Restated Employment Agreement (the “Belger Employment Agreement”) through September1, 2017. Thereafter, Addus HealthCare will pay Ms.Belger a salary of $12,000 annually through April6, 2018. In connection with the Transition Agreement, conditioned upon her strict compliance with the restrictive covenants set forth in the Belger Employment Agreement regarding non-competition, non-solicitation, non-disclosure, non-disparagement and other matters, Ms.Belger is entitled to (i)a pro rata portion of the bonus she would have received, if any, had she continued to serve as contemplated under the Belger Employment Agreement, (ii)payment of all accrued but unused paid time off, and (iii)retention of certain computer equipment. In addition, all previously received equity awards to Ms.Belger will continue to vest in accordance with the terms of applicable stock plans and award agreements through April6, 2018.
Succession by Laurie Manning
Also on July28, 2017, Addus HealthCare, Inc. entered into an Employmentand Non-CompetitionAgreement with Laurie Manning (the “Employment Agreement”) effective August14, 2017 (the “Effective Date”). Ms.Manning will succeed Ms.Belger as Executive Vice President and Chief Human Resource Officer.
Ms.Manning brings over 25 years of experience working with dispersed healthcare workforces to Addus HealthCare. Previously, she was the Vice President, Human Resources for Dallas-based Epic Health Services, which provides home health services for medically fragile children and adults in 21 states and which she joined in 2012. Previously, she served at Humana for two years as Human Capital Leader, Human Resources and 17 years with Concentra, Inc., a provider of a range of healthcare services through over 300 medical center locations in 40 states and 140 onsite medical facilities, for whom Ms.Manning most recently served for five years as Vice President, Human Resources, East Region.
The Employment Agreement has a term of one year commencing on the Effective Date (the “Initial Employment Term”). At the end of the Initial Employment Term, the Employment Agreement will renew for successiveone-yearterms unless earlier terminated to the terms of the Employment Agreement.
to the Employment Agreement, Ms.Manning is entitled to an annual base salary of $250,000 and, at the discretion of the Compensation Committee of the Company’s Board of Directors, an annual bonus in a target amount of seventy-five percent (75%)of the Executive’s annual base salary (pro-rated for any partial year, provided that Ms.Manning is actively employed on the payment date and has not given notice of resignation on or prior to such date) for performance against established objectives at target levels. Ms.Manning is also entitled to participate in Addus HealthCare’s health, disability, vacation, tuition reimbursement, and 401(k) plans, with matching contributions by Addus HealthCare of up to 6% of Ms.Manning’s annual contribution. In addition, Ms.Manning is entitled to a life insurance policy with a death benefit of up to five times her base salary, although Addus HealthCare is not required to pay more than 3% of Ms.Manning’s base salary for such insurance policy.
In connection with her employment, on the Effective Date, Ms.Manning will be granted nonqualified stock options to purchase 20,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The options will vest over a four-year period subject to the terms and conditions set forth in a Nonqualified Stock Option Award Agreement, dated as of the Effective Date, between the Company and Ms.Manning. The options will be exercisable at the fair market value of the Company’s Common Stock on the date of grant. In addition, on the Effective Date, Ms.Manning will be granted 10,000 shares of restricted Common Stock. The restricted Common Stock will vest over a four-year period subject to the terms and conditions of a Restricted Stock Award Agreement, dated as of the Effective Date, between the Company and Ms.Manning.
If Ms.Manning’s employment is terminated with “Reasonable Cause” (as defined in the Employment Agreement), by reason of her death or disability or by Ms.Manning without “Good Reason” (as defined in the Employment Agreement), she will be entitled to receive (i)any unpaid base salary for the period prior to the date of termination, (ii)any unpaid benefits for the period prior to the date of termination and (iii)in the case of termination by reason of death or disability, eligibility for life or disability insurance benefits contemplated by the Employment Agreement.
If (a)Ms.Manning’s employment is terminated without Reasonable Cause, by Ms.Manning for Good Reason, or by the Company as a result ofnon-renewal,each subject to the conditions set forth in the Employment Agreement, Ms.Manning will be entitled to receive her “Base Cash Compensation” (as defined in the Employment Agreement) payable in equal installments for twelve months following termination, or (b)if Ms.Manning’s employment is terminated without Reasonable Cause in connection with a “Change In Control” (as defined in the Employment Agreement), she will be entitled to receive her “Annual Cash Compensation” (as defined in the Employment Agreement) for twelve months following termination, less any other severance amounts received to the foregoing clause(a). In either case, Ms.Manning will also be entitled to receive (i)any unpaid base salary for the period prior to the date of termination, (ii)a pro rata portion of her bonus, (iii)any unpaid benefits for the period prior to the date of termination and (iv)continuation of all benefits during such period (subject to early termination as provided in the Employment Agreement).
to the Employment Agreement, Ms.Manning has agreed that during the Initial Employment Term and any extension thereof, and for one year following termination, Ms.Manning will not compete with the business of Addus HealthCare or certain of its affiliates or solicit any business from any customer thereof. The Employment Agreement also prohibits Ms.Manning from disclosing any confidential information of Addus HealthCare and certain of its affiliates. Ms.Manning has agreed to assign to Addus HealthCare all inventions developed during the employment period. Ms.Manning has also agreed not to disparage Addus HealthCare or certain of its affiliates.
These summaries are qualified in their entirety by reference to the full texts of the Transition Agreement attached hereto as Exhibit10.1 and the Employment Agreement attached hereto as Exhibit 10.2, incorporated by reference herein.
Item 1.01. Other Events
On July31, 2017, the Company issued a press release announcing the hiring of Ms.Manning and the retirement of Ms.Belger, the text of which is set forth as Exhibit 99.1.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
The following items are included as Exhibits to this Form 8-K and incorporated herein by reference:
|
ExhibitNo. |
Description |
| 10.1 | Transition Agreement and Release, effective as of August 14, 2017, by and between Addus HealthCare, Inc. and Brenda Belger. |
| 10.2 | Employment andNon-CompetitionAgreement, effective as of August 14, 2017, by and between Addus HealthCare, Inc. and Laurie Manning. |
| 99.1 | Press Release dated July 31, 2017. |
Addus HomeCare Corp ExhibitEX-10.1 2 d421252dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 TRANSITION AGREEMENT AND RELEASE This TRANSITION AGREEMENT AND RELEASE (this Agreement) is effective as of August 14,…To view the full exhibit click here
About ADDUS HOMECARE CORPORATION (NASDAQ:ADUS)
Addus HomeCare Corporation is a provider of home and community-based personal care services, which are provided primarily in the home, and is focused on the dual eligible (Medicare/Medicaid) population. The Company’s services include non-medical care, such as personal care, home support services and adult day care. The Company provides these services on a long-term, continuous basis, with an average duration of over 20 months per consumer. The Company’s services are primarily provided to older adults and younger disabled persons in consumers’ homes on an as-needed, hourly basis. The Company’s personal care services include bathing, grooming, oral care, skincare, assistance with feeding and dressing, and medication reminders. The Company’s adult day centers offer services, such as social activities, transportation services to and from the centers, the provision of meals and snacks, personal care and therapeutic activities, such as exercise and cognitive interaction.