LHC GROUP, INC. (NASDAQ:LHCG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e)On April 1, 2017, LHC Group, Inc. (the Company) and Keith G.
Myers entered into an Amended and Restated Employment Agreement
(the Agreement) to which Mr. Myers will continue to serve as the
Companys Chief Executive Officer and, if elected from time to
time by the Companys stockholders to serve on the Board of
Directors, continue to serve as Chairman of the Board. The
Agreement amends and restates a prior employment agreement
between the parties. The Agreement is effective April 1, 2017,
and expires on March 31, 2020, but will automatically extend for
additional for one-year periods on each April 1 thereafter
unless, upon not less than six months advance notice, either the
Company or Mr. Myers notifies the other of its intent to
terminate the Agreement as of the next March 31.
to the Agreement, Mr. Myers will receive an annual base salary of
$735,000, which may be increased (but not decreased) from time to
time by the Compensation Committee of the Board of Directors of
the Company in connection with an annual review of Mr. Myers
performance and compensation, and he will have an opportunity to
earn an annual cash bonus, based on achievement of performance
goals established from year to year by the Compensation
Committee. Mr. Myers will also be eligible to receive annual
grants of equity awards and to participate in all incentive,
savings and retirement plans, practices, policies and programs
available to executive officers of the Company.
The Agreement may be terminated by the Company at any time with
or without cause (as defined therein) or by Mr. Myers with or
without good reason (as defined therein). The Agreement also
terminates upon Mr. Myerss death or retirement, and will
terminate after Mr. Myerss failure to return to full-time work
performance within thirty (30) days of the Companys notice of its
determination that a disability (as defined therein) of Mr. Myers
had occurred.
In the event the Company terminates his employment other than for
cause or his disability, or Mr. Myers terminates his employment
for good reason, Mr. Myers would receive (a) amounts payable to
him through the effective date of such termination for base
salary and any incentive benefits that accrued to him prior to
such termination; (b)a pro-rata portion of his annual bonus
earned through the date of termination; (c) a lump sum severance
payment calculated as follows: (i) if the termination is before
or more than two years after a change of control, the payment
shall be equal to 1.5 times the sum of (x) his base salary at the
time of termination and (y) the greater of the average of the
annual cash bonuses earned by him for the two fiscal years in
which annual bonuses were paid immediately preceding the year of
termination, or his target bonus for the year of termination, or
(ii) if the termination occurs within two years after the
occurrence of a change of control, the payment shall be equal to
2.5 times the sum of (x) his base salary at the time of
termination and (y) the greater of the average of the annual cash
bonuses earned by him for the two fiscal years in which annual
bonuses were paid immediately preceding the year of termination,
or his target bonus for the year of termination; (d) immediate
vesting of all stock options and other equity awards, if the
termination is within two years after a change of control, or
continued vesting of his equity awards if the termination is
before or more than two years after a change of control for so
long as he continues to comply with the applicable
non-competition provisions; and (e) payment of certain health and
welfare benefits.
In the event the Agreement is terminated due to Mr. Myerss
disability or death, then Mr. Myers or his estate (as applicable)
would receive (a) amounts payable to him through the effective
date of such termination for base salary and any incentive
benefits that accrued to him prior to such termination; (b)
payment of certain health and welfare benefits; and (c) immediate
vesting of all stock options and other equity awards.
In the event the Company terminates his employment for cause, or
Mr. Myers terminates his employment other than for good reason or
due to his retirement, then Mr. Myers would receive (a) amounts
payable to him through the effective date of such termination for
base salary and any incentive benefits that accrued to him prior
to such termination; and (b) payment of certain health and
welfare benefits.
The Agreement provides that if all or any portion of the payments
or benefits payable to Mr. Myers under the Agreement would be
subject to excise tax as an excess parachute payment under
federal income tax rules, the Company shall reduce the payments
and benefits payable to Mr. Myers to the extent necessary so that
no part of any benefits that are treated as parachute payments
for purposes of the applicable federal income tax rules, but only
if the net after-tax benefit (as defined therein) resulting from
such reduction exceeds the net after-tax benefit if such
reduction were not made.
The Agreement also contains confidentiality, non-compete and
non-solicitation covenants that apply during the term of the
Agreement and for a two-year period after Mr. Myerss termination
of employment (or for a six-month period if the termination
occurs within two years after a change of control).
The Agreement, which is included as Exhibit 10.1 to this Current
Report on Form 8-K, is incorporated by reference herein and the
above description is qualified in its entirety by reference to
such exhibit.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
The following exhibit is furnished with this Current Report on
Form 8-K:
| EXHIBIT NO. | DESCRIPTION | |
| 10.1 |
Amended and Restated Employment Agreement by and between LHC Group, Inc., a Delaware corporation, and Keith G. Myers, effective as of April 1, 2017. |
About LHC GROUP, INC. (NASDAQ:LHCG)
LHC Group, Inc. is a holding company. The Company provides post-acute healthcare services to patients through its home nursing agencies, community-based services agencies and long-term acute care hospitals (LTACHs). The Company operates through four segments: home health services, hospice services, community-based services and facility-based services. Through its home health services segment, the Company offers a range of services, including skilled nursing, medically-oriented social services, and physical, occupational and speech therapy. Through its hospice services segment, the Company offers a range of services, including pain and symptom management, emotional and spiritual support, inpatient and respite care, homemaker services and counseling. The Company’s community-based service operations offer a range of services to patients in their home or in a medical facility. The Company provides facility-based services principally through its LTACHs. LHC GROUP, INC. (NASDAQ:LHCG) Recent Trading Information
LHC GROUP, INC. (NASDAQ:LHCG) closed its last trading session up +0.41 at 53.06 with 101,144 shares trading hands.