ADDUS HOMECARE CORPORATION (NASDAQ:ADUS) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement
On January3, 2017, Addus HealthCare, Inc. (Addus
HealthCare), a wholly-owned subsidiary of Addus HomeCare
Corporation (the Company), entered into an Employment and
Non-Competition Agreement with W.BradleyBickham (the
Employment Agreement) effective January16, 2017 (the
Effective Date).
to the Employment Agreement, Addus HealthCare will employ
Mr.Bickham as its Executive Vice President and Chief Operating
Officer beginning on the Effective Date. 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
successive one-year terms unless earlier terminated to the terms
of the Employment Agreement.
to the Employment Agreement, Mr.Bickham is entitled to an annual
base salary of $350,000 and, at the discretion of the
Compensation Committee (the Compensation Committee) of the
Companys Board of Directors, an annual bonus in an amount equal
to up to fifty percent (50%) of his annual base salary depending
on the achievement of certain objectives and target levels
determined by the Board of Directors and up to seventy-five
percent (75%) of the Executives annual base salary for
performance against established objectives at the maximum levels.
Mr.Bickham is also entitled to participate in Addus HealthCares
health, disability, vacation, tuition reimbursement, and 401(k)
plans, with matching contributions by Addus HealthCare of up to
6% of Mr.Bickhams annual contribution. In addition, Mr.Bickham is
entitled to a life insurance policy with a death benefit of up to
five times his base salary, although Addus HealthCare is not
required to pay more than 3% of Mr.Bickhams base salary for such
insurance policy.
In connection with his employment, on the Effective Date,
Mr.Bickham will be granted nonqualified stock options to the
Companys 2009 Stock Incentive Plan (the Stock Incentive
Plan) to purchase 50,000 shares of the Companys 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 the Stock Incentive Plan and a
Nonqualified Stock Option Award Agreement, dated as of the
Effective Date, between the Company and Mr.Bickham. The options
will be exercisable at the fair market value of the Companys
Common Stock on the date of grant. In addition, on the Effective
Date, Mr.Bickham 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 the Stock
Incentive Plan and a Restricted Stock Award Agreement, dated as
of the Effective Date, between the Company and Mr.Bickham.
If Mr.Bickhams employment is terminated with Reasonable Cause (as
defined in the Employment Agreement), by reason of his death or
disability or by Mr.Bickham without Good Reason (as defined in
the Employment Agreement), he 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)Mr.Bickhams employment is terminated without Reasonable
Cause, by Mr.Bickham for Good Reason, or by the Company as a
result of non-renewal, each subject to the conditions set forth
in the Employment Agreement, Mr.Bickham will be entitled to
receive his Base Cash Compensation (as defined in the Employment
Agreement) payable in equal installments for twelve months
following termination, or (b)if Mr.Bickhams employment is
terminated without Reasonable Cause in connection with a Change
In Control (as defined in the Employment Agreement), he will be
entitled to receive his 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, Mr.Bickham 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 his
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, Mr.Bickham has agreed that during
the Initial Employment Term and any extension thereof, and for
one year following termination, Mr.Bickham 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 Mr.Bickham from disclosing any
confidential information of Addus HealthCare and certain of its
affiliates. Mr.Bickham has agreed to assign all inventions
developed during the employment period to Addus HealthCare.
Mr.Bickham has also agreed not to disparage Addus HealthCare or
certain of its affiliates.
This summary is qualified in its entirety by reference to the
full text of the Employment Agreement attached hereto as
Exhibit10.1 and incorporated by reference herein.
Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
W. Bradley Bickham, age 54, was appointed as the Companys
Executive Vice President and Chief Operating Officer, effective
January16, 2017.Mr.Bickham most recently served as Senior Vice
President and Chief Legal Officer for United Surgical Partners
International (USPI), since September 2014. USPI is one of the
nations largest ambulatory surgery center operators. Previously,
he was Senior Vice President and Chief Legal Officer for, among
other companies, Correctional Healthcare Companies and CCS
Medical. He was also Senior Vice President and General Counsel
for Odyssey Healthcare from June 2003 through its acquisition by
Gentiva
Health Services in August 2010. Before joining Odyssey,
Mr.Bickham, who obtained his J.D. degree and B.S. degree in
Accounting from Louisiana State University, was an Associate with
Vinson Elkins L.L.P. Mr.Bickham practiced public accounting prior
to attending law school.
On January3, 2017, Maxine Hochhauser ceased serving as the Chief
Operating Officer (COO) of Addus HealthCare.
The information contained in Item1.01 of this Current Report on
Form 8-K and the Press Release attached hereto as Exhibit 99.1 is
incorporated by reference herein.
Item9.01. Financial Statements and Exhibits
(d) Exhibits:
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| 10.1 |
Employment and Non-Competition Agreement, effective January16, 2017, by and between Addus HealthCare, Inc. and W. Bradley Bickham |
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| 99.1 | Press Release dated January4, 2017 |
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. ADDUS HOMECARE CORPORATION (NASDAQ:ADUS) Recent Trading Information
ADDUS HOMECARE CORPORATION (NASDAQ:ADUS) closed its last trading session down -0.50 at 35.60 with 41,500 shares trading hands.