EX-10.5 12 dex105.htm EMPLOYMENT AND NON-COMPETITION AGREEMENT - SHARON RUDDEN EMPLOYMENT AND NON-COMPETITION AGREEMENT
Exhibit 10.5
EMPLOYMENT AND NON-COMPETITION AGREEMENT
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT is executed as of the 10th day of April, 2008, and effective as of the 1st day of October, 2007, by and among Addus Management Corporation, a Delaware corporation (the “Company”), Addus HealthCare, Inc., an Illinois corporation (“Addus”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual domiciled in the State of Tennessee (the “Executive”).
WHEREAS, the Company, Addus, their subsidiaries and affiliates (collectively, the “Addus HealthCare Group”) provide home health staffing, home care services, to individuals, county and state governments, health maintenance organizations, independent physician associations, insurance companies, facilities, other business purchasers of such services, and to the general public at large; and
WHEREAS, the Addus HealthCare Group is currently engaged in the business of providing paraprofessional and professional home care services under contracts with state and local government agencies and contracts with private payors; and
WHEREAS, the Executive and the Company are desirous of memorializing, in writing, all of their agreements with respect to the Executive’s employment by the Company; and
WHEREAS, by virtue of the Executive’s employment by the Company pursuant to the terms hereof, the Executive will obtain and become familiar with certain confidential and proprietary information relating to the Addus HealthCare Group; and
WHEREAS, 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:
| 1. | Term of Employment. The Company hereby employs the Executive, and the Executive hereby accepts continued employment by the Company, for the period commencing as of the date of this Agreement (“Commencement Date”) and ending on the fourth (4th) anniversary of the Commencement 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, an “Additional Employment Term”, and together with the Initial Employment Term, the “Employment Term”) unless the Company provides notice to the Executive of its 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. During the Employment Term, the Executive shall (i) devote substantially all of her professional time, loyalty and efforts to discharge her duties hereunder on a timely basis; (ii) use her 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 Group’s interests in all matters. |
| 2. | Employment Duties. The Company will employ the Executive as its Vice President of Home Health Services. The Executive’s principal duties and responsibilities shall be those duties and responsibilities reflected in the employment description set forth on Exhibit A hereto. |
| 3. | Compensation. The Company will pay the Executive as follows during the Employment Term: |
| (a) | Base Salary. Commencing on the date of this Agreement, or sooner if applicable by prior agreement, the Company shall pay the Executive a base salary at the annual rate of (i) One Hundred and Seventy Five Thousand Dollars ($175,000) for the first twelve (12) months of continuous employment, which shall be paid in accordance with the normal payroll practices of the Company and shall be subject to withholding for applicable Federal, State and local taxes. Beginning on the first anniversary of the Commencement Date, the Executive’s base salary shall be subject to review and adjustment by the Board of Directors of Addus (the “Board of Directors”) on or about the anniversary date of her original hiring by the Company for each year during the Employment Term (as adjusted from time-to-time, the “Base Salary”). |
| (b) | Bonus. The Executive, at the discretion of the Board of Directors, shall be eligible (but not entitled) to receive an annual bonus during each fiscal year in an amount as set forth on Exhibit B hereto, which amount may be amended at the sole discretion of the Board of Directors. All amounts payable pursuant to this Section 3(b) shall be paid within no more than thirty (30) days after completion of Addus’ audited financial statements for the then current fiscal year and shall be subject to applicable withholding taxes. Bonus is not salary and is earned on the day it is paid. To be eligible to receive the bonus, the Executive must be employed and in good standing and must not have given notice of termination on or prior to such date. |
| 4. | Expenses. It is recognized that the Executive in the performance of her duties hereunder may be required to expend sums for travel, entertainment and lodging. During the Employment Term, the Company shall reimburse the Executive for reasonable business expenses incurred by her during the Employment Term in connection with the performance of her duties hereunder conditioned upon and subject to the Addus’ established policies and procedures, including written receipt from the Executive of an itemized accounting in accordance with the Addus’ regular business expense verification practices. |
| 5. | Benefits. During the Employment Term, the Executive shall be entitled to benefits consistent with benefits paid to other similarly situated employees pursuant to Addus’ administrative benefit plan, and in accordance with its policies, which may change at the sole discretion of the Board of Directors. Benefits shall be at least: |
| (a) | Three (3) weeks paid vacation during the Executive’s first five (5) years of employment and four (4) weeks paid vacation during each subsequent year of employment. Vacation may be carried over to a subsequent year of employment, up to a maximum of two (2) full years of accrued vacation time thereafter (i.e., no more than six weeks during the Executive’s first five years and no more than eight weeks during the Executive’s subsequent years). |
- 2 -
| (b) | Five (5) days personal/sick leave per year, with pay. Personal/sick days may be carried over to a subsequent year of employment, up to a maximum of two (2) full years of accrued personal/sick days (i.e., no more than ten days). |
| (c) | Six Company holidays, plus two floating holidays. |
| (d) | Coverage under the Addus’ Health Benefit Plan, which may change, at the sole discretion of the Board of Directors, from time to time. The Company will cover the Executive and her dependents, if any, to the same extent and according to the same terms as the Company’s other executives are covered. |
| (e) | Life insurance policy 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. |
| (f) | Short-term and long-term disability insurance to the same extent and according to the same terms as the Company’s other executives are covered. |
| 6. | Termination by Company. |
| (a) | The Company may terminate the Executive’s employment hereunder at any time for reasonable cause. The term “reasonable cause” shall be limited to the following: |
(i) The Executives dies or the Executive is physically or mentally disabled (“Disability”) 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 her 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 permanently disabled);
(ii) A material breach or omission by the Executive of any of her duties or obligations under this Agreement (except due to Disability);
- 3 -
(iii) The Executive shall 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;
(iv) The Executive shall breach his fiduciary duty to the Addus Healthcare Group;
(v) 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;
(vi) Gross negligence or willful misconduct by the Executive which is materially injurious to the Addus HealthCare Group;
(vii) The Executive shall commit acts constituting gross insubordination, such as, without limitation, the intentional disregard of any reasonable directive of Addus’ Chief Executive Officer (the “CEO”), Chief Operating Officer (the “COO”) or the Board of Directors; and
(viii) 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; provided, however, that Executive shall only be permitted the opportunity to cure performance deficiency two times in any twelve-month rolling period.
Termination of the Executive’s employment for reasonable cause shall terminate the Employment Term but shall not affect the Executive’s obligations pursuant to Section 9 hereof, which obligations shall remain in effect for the period therein provided.
| (b) | The Company may terminate the Executive’s employment hereunder at any time for any reason other than reasonable cause upon not less than thirty (30) days prior written notice. If the Company terminates the Executive’s employment hereunder upon less than thirty (30) days notice, the Company shall pay the Executive a pro rata portion of her salary and shall continue to provide the benefits described in Sections 3 and 5, respectively, for the period of deficient notice. |
| 7. | Termination by The Executive. The Executive may terminate her obligations hereunder upon not less than thirty (30) days prior written notice to the Company. If the Executive terminates her employment hereunder upon less than thirty (30) days notice, the Executive shall pay the Company a pro rated portion of her salary and benefits described in Sections 3 and 5, respectively, for the period of deficient |
- 4 -
| notice. The Company (a) at its sole option, may waive all or any portion of such notice requirement and (b) shall waive all or a portion of such notice requirement upon the Executive’s payment of that portion of the Executive’s annual base salary that would otherwise be paid to the Executive during the remaining notice period. |
Termination of the Executive’s employment by the Executive shall terminate the Employment Term, but shall not affect the Executive’s obligations pursuant to Section 9 hereof which obligations shall remain in effect for the period therein provided.
| 8. | Rights and Obligations Upon Termination. |
| (a) | If the Executive’s employment is terminated by the Company pursuant to Section 6 (a) hereof, the Executive shall have no further rights against the Addus HealthCare Group hereunder, except for the right to receive: |
(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.
| (b) | If the Executive’s employment is terminated by the Company pursuant to Section 6(b) hereof, the Executive shall be entitled to, in lieu of any further salary 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) If applicable, a pro rata payment for bonus under Section 3(b) hereof for any period prior to the effective date of such termination;
(iii) Any accrued but unpaid benefits under Section 5 hereof; and
(iv) Conditioned upon Executive’s strict compliance with the post-employment restrictions described in Section 9 below, (A) Severance Pay in the total amount equal to one-quarter ( 1/4) of the Executive’s Annual Cash Compensation (as hereinafter defined) (subject to customary withholding and payroll taxes) to be paid in equal installments on the Company’s regular pay dates for the earlier of (x) three (3) months following termination of the Executive’s employment by the Company, and (y) the date that the Executive commences employment with a new employer, plus (y) continuation of all benefits at the level then offered to and enrolled in by the Executive, until the earlier of (x) three (3) months following the termination of the Executive’s employment by the Company or (B) the date that the Executive is eligible to receive coverage and benefits from a new employer; provided, however, that (A) if the
- 5 -
Executive remains continuously employed by the Company through the date that is twelve (12) months from the Commencement Date, the severance benefits contained in this clause (iv) shall be automatically increased from one-quarter ( 1/4) of the Executive’s Annual Cash Compensation to one-half ( 1/2) of the Executive’s Annual Cash Compensation, to be paid in equal installments on the Company’s regular pay dates for six (6) months following termination of the Executive’s employment by the Company (subject to customary withholding and payroll taxes and early termination upon the Executive’s employment with a new employer); and (B) for every twelve-month period the Executive remains continuously employed by the Company thereafter, the Executive shall receive one (1) additional month of severance (i.e., an additional one-twelfth ( 1/12) of the Executive’s Annual Cash Compensation) up to a total of twelve (12) total months of severance (i.e., up to an amount not to exceed one (1) year of the Executive’s Annual Cash Compensation), to be paid in equal installments over the then applicable period following termination of the Executive’s employment by the Company on the Company’s regular pay dates (subject to customary withholding and payroll taxes and early termination upon the Executive’s employment with a new employer).
For purposes of this Agreement, “Annual Cash Compensation” shall mean the sum of (a) the highest annual Base Salary in effect for the Executive and (b) the greater of (i) the Executive’s last year’s bonus, if any, or (ii) the annualized amount of the Executive’s current year’s target bonus; provided, however, neither clause (i) nor (ii) shall exceed fifty percent (50%) of the Executive’s current annual Base Salary.
| (c) | If the Executive’s employment is terminated by the Executive pursuant to Section 7 hereof, the Executive or her estate shall have no further rights against the Addus HealthCare Group, 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); and
(ii) If applicable, any accrued but unpaid benefits under Section 5 hereof. 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.
| (d) | The Executive acknowledges and agrees that, the Company’s obligations to make payments under Section 8(b)(i) or (b)(ii) will be conditioned on the Executive timely executing, delivering and not revoking within the prescribed revocation period a customary general release in form and substance satisfactory to the Company. |
- 6 -
| 9. | Covenants of the Executive. |
| (a) | No Conflicts. The Executive represents and warrants that she is not personally subject to any agreement, order or decree, which restricts her acceptance of this Agreement and performance of her duties with the Company hereunder. |
| (b) | Non-Competition. During the Employment Term and for a period of time following the termination of the Employment Term equal to the greater of one (1) year, or the period of time during which Executive receives Severance Pay (the “Restrictive Period”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on her own behalf or on behalf of any other person or entity with whom she may manage, control, participate in, consult with, render services for or be employed or associated, compete with the Business (as hereinafter defined) in any of the following described manners: |
(i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity which is, or which is about to become engaged in, providing goods or services in competition with the Addus HealthCare Group within a geographic radius of thirty (30) miles from any Addus HealthCare Group branch office; or
(ii) Solicit or accept any business (or help any other person solicit or accept any business) from any person or entity which on the date of this Agreement is a customer of the Addus HealthCare Group or which during the Employment Term becomes a customer of the Addus HealthCare Group. For purposes hereof, the term “Business” means the business of providing home care services of the type and nature that the Addus HealthCare Group then performed and/or any other business activity in which the Addus HealthCare Group then performed or program or service then under active development proposed to be performed and/or any other business activity in which the Addus HealthCare Group becomes engaged in on or after the date hereof while the Executive is employed by the Company. Furthermore, during the Restrictive Period, the Executive shall not directly or indirectly, (A) induce or attempt to induce any employee of the Addus HealthCare Group to terminate such employee’s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof, or (B) induce or attempt to induce any customer, referral source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier, vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand. Notwithstanding the foregoing provisions, nothing herein shall prohibit the Executive from owning 1% or less of any securities of a competitor, if such securities are listed on a nationally recognized securities exchange or
- 7 -
traded over-the-counter on the NASDAQ market or otherwise. If, at the time of enforcement of this Section 9(b), a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be reasonable under the circumstances by such court.
| (c) | Non-Disclosure. The Executive shall not disclose or use, except when necessary to further the interests of the Business, any Trade Secret (as hereafter defined) of the Addus HealthCare Group, whether such Trade Secret is in the Executive’s memory or embodied in writing or other physical form. For purposes of this Paragraph, “Trade Secret” means any information, not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts to maintain its secrecy that are reasonable under the circumstances, including, but not limited to, (i) trade secrets, (ii) the business or affairs of the Addus HealthCare Group, (iii) client and customer lists, (iv) products or services, (v) fees, costs, and pricing structures, (vi) charts, manuals and documentation, (vii) databases, (viii) accounting and business models, (ix) designs, (x) analyses, (xi) drawings, photographs and reports, (xii) computer software, (xiii) copyrightable works, (xiv) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xv) sales records and (xvi) other proprietary commercial information. Said term, however, shall not include general “know-how” information acquired by the Executive during the course of her employment which could have been obtained by her from public sources without the expenditure of significant time, effort and expense. |
| (d) | Covenant Regarding Confidential and Proprietary Information. |
(i) The Executive will promptly disclose in writing to the Company each improvement, discovery, idea, invention, and each proposed publication of any kind whatsoever, relating to the Business made or conceived by the Executive either alone or in conjunction with others while employed hereunder if such improvement, discovery, idea, invention or publication results from or was suggested by such employment (whether or not patentable and whether or not made or conceived at the request of or upon the suggestion of the Company, and whether or not during her usual hours of work, whether in or about the premises of the Addus HealthCare Group and whether prior or subsequent to the execution hereof). The Executive will not disclose any such improvement, discovery, idea, invention or publication to any person, entity or governmental authority, except to the Company. Each such improvement, discovery, idea, invention and publication shall be the sole
- 8 -
and exclusive property of, and is hereby assigned by the Executive to the Company, and at the request of the Company, the Executive will assist and cooperate with the Company and any person or entity from time to time designated by the Company to obtain for the Company or its designee the grant of any letters patent in the United States of America and/or such other country or countries as may be designated by the Company, covering any such improvement, discovery, idea, invention or publication and will in connection therewith execute such applications, statements, assignments or other documents, furnish such information and data and take all such other action (including, without limitation, the giving of testimony) as the Company may from time to time reasonably request. The foregoing provisions of this Section 9(d) shall not apply to any improvement, discovery, idea, invention of publication for which no equipment, supplies, facilities or confidential and proprietary information of Addus HealthCare Group was used and which was developed entirely on the Executive’s own time, unless (x) the improvement, discovery, idea, invention or publication relates to the Business or the actual or demonstrably anticipated research or development of the Business, or (y) the improvement, discovery, idea, invention or publication results from any work performed by the Executive for the Addus HealthCare Group.
(ii) The Executive recognizes and acknowledges that she will have access to certain confidential and proprietary information of Addus HealthCare Group, including, but not limited to, Trade Secrets and other proprietary commercial information, and that such information constitutes valuable, special and unique property of Addus HealthCare Group. The Executive agrees that she will not, for any reason or purpose whatsoever, except in the performance of her duties hereunder, or as required by law, disclose any of such confidential information to any person, entity or governmental authority without express authorization of the Company.
| (e) | Non-Disparagement. The Executive agrees that she will not make any statement, either in writing or orally, that is communicated publicly or is reasonably likely to be communicated publicly, and that is reasonably likely to disparage or otherwise harm the business or reputation of the Addus HealthCare Group, or the reputation of any of its current or former directors, officers, employees or stockholders. |
| (f) | Return of Documents and Other Property. Upon termination of employment, the Executive shall return all originals and copies of books, records, documents, customer lists, sales materials, tapes, keys, credit cards and other tangible property of Addus HealthCare Group within the Executive’s possession or under her control. |
The Company acknowledges that the Executive already had certain research and form files that she brought with her and may be using to perform her duties herein and that she will and has been updating and
- 9 -
adding to such files during her employment with the Company. Such research and form files will remain and be the property of the Executive and she shall have the right to remove and take such files with her upon any termination of her employment with the Company; however, such files do not include any transaction, project, litigation or other general or specific files of the Company.
| (g) | Remedies for Breach. In the event of a breach or threat of a breach of the provisions of this Section 9, the Executive hereby acknowledges that such breach or threat of a breach will cause the Company to suffer irreparable harm and that the Company shall be entitled to an injunction restraining the Executive from breaching such provisions; but the foregoing shall not be construed as prohibiting the Company from having available to it to any other remedy, either at law or in equity, for such breach or threatened breach, including, but not limited to, the immediate cessation of employment and any remaining Severance Pay and benefits pursuant to Section 8 and the recovery of damages from the Executive and the notification of any employer or prospective employer of the Executive as to the terms and conditions hereof (without limiting or affecting the Executive’s obligations under the other paragraphs of this Section 9). |
| (h) | Acknowledgement. The Executive acknowledges that she will be directly and materially involved as a senior executive in all important policy and operational decisions of Addus HealthCare Group. The Executive further acknowledges that the scope of the foregoing restrictions has been specifically bargained between the Company and the Executive, each being fully informed of all relevant facts. Accordingly, the Executive acknowledges that the foregoing restrictions of this Section 9 are fair and reasonable, are minimally necessary to protect Addus HealthCare Group, its stockholders and the public from the unfair competition of the Executive who, as a result of her employment with the Company, will have had unlimited access to the most confidential and important information of Addus HealthCare Group, its Business and future plans. The Executive furthermore acknowledges that no unreasonable harm or injury will be suffered by her from enforcement of the covenants contained herein and that she will be able to earn a reasonable livelihood following termination of her employment notwithstanding enforcement of the covenants contained herein. |
| (i) | Right of Set Off. In the event of a breach by the Executive of the provisions of this Agreement, the Company is hereby authorized at any time and from time to time, to the fullest extent permitted by law, and after ten (10) days prior written notice to the Executive, to set-off and apply any and all amounts at any time held by the Company on behalf of the Executive and all indebtedness at any time owing by the Addus HealthCare Group to the Executive against any and all of the obligations of the Executive now or hereafter existing. |
- 10 -
| 10. | Prior Agreement. This Agreement supersedes and is in lieu of any and all other employment arrangements between the Executive and the Company or its predecessor or any subsidiary and any and all such employment agreements and arrangements are hereby terminated and deemed of no further force or effect. |
| 11. | Assignment. Neither this Agreement nor any rights or duties of the Executive hereunder shall be assignable by the Executive and any such purported assignment by her shall be void. The Company may assign all or any of its rights hereunder. |
| 12. | Notices. Unless specified in this Agreement, all notices and other communications hereunder shall be in writing and shall be deemed given upon receipt or refusal thereof if delivered personally, sent by overnight courier service, mailed by registered or certified mail (return receipt requested), postage prepaid, or emailed to the other party’s email address on the Company’s computer network. Notice to their party hereto, if mailed or sent by overnight courier service, shall be to the following addresses: |
| (a) | if to the Executive, to: |
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
| (b) | if to the Company, to: |
Addus Management Corporation
c/o Eos Management, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ First
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
with a copy to:
Addus HealthCare, Inc.
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
- 11 -
with a copy, which shall not constitute notice, to:
▇▇▇▇▇ Peabody LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Any party may change their address for notice by giving all other parties notice of such change pursuant to this Section 12.
| 13. | Amendment. This Agreement may not be changed, modified or amended except in writing signed by both parties to this Agreement. |
| 14. | Waiver of Breach. The waiver by either party of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party. |
| 15. | Invalidity of Any Provision. The provisions of this Agreement are severable, it being the intention of the parties hereto that should any provision hereof be invalid or unenforceable, such invalidity or enforceability of any provisions shall not effect the remaining provisions hereof, but the same shall remain in full force and effect as if such invalid or unenforceable provision or provisions were omitted. |
| 16. | Governing Law. This Agreement shall be governed by, and construed, interpreted and enforced in accordance with the laws of the State of Illinois as applied to agreements entirely entered into and performed in Illinois by Illinois residents exclusive of the conflict of laws provisions of any other state. |
| 17. | Arbitration. Any controversy or claim arising out of or relating to this Agreement (including, without limitation, as to arbitrability and any disputes with respect to the Executive’s employment with the Company or the termination of such employment), or the breach thereof, shall be settled by individual arbitration (as opposed to class or collective arbitration) administered by a person mutually selected by the Company and the Executive (the “Arbitrator”). If the Company and the Executive are unable to agree upon the Arbitrator within fifteen (15) days, they shall each select an arbitrator within fifteen (15) days, and the arbitrators selected by the Company and the Executive shall appoint a third arbitrator to act as the Arbitrator within fifteen (15) days (at which point the Arbitrator alone shall judge the controversy or claim). The arbitration hearing shall commence within ninety (90) calendar days after the Arbitrator is selected, unless the Company and the Executive mutually agree to extend this time period. The arbitration shall take place in Chicago, Illinois. The Arbitrator will have full power to give directions and make such orders as the Arbitrator deems just. Nonetheless, the Arbitrator explicitly shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement except pursuant to Section 15. The Arbitrator shall issue a written decision that sets forth the |
- 12 -
| essential findings and conclusions upon which the Arbitrator’s award or decision is based within thirty (30) days after the conclusion of the arbitration hearing. The agreement to arbitrate will be specifically enforceable. The award rendered by the Arbitrator shall be final and binding (absent fraud or manifest error), and any arbitration award may be enforced by judgment entered in any court of competent jurisdiction. The Company and the Executive shall each pay one-half of the fees of the Arbitrator. |
[Signature Page Follows]
- 13 -
IN WITNESS WHEREOF, the parties hereto have executed this Agreements as of the date first written above.
| ADDUS MANAGEMENT CORPORATION | ||
| By: | /s/ ▇▇▇▇ First | |
| ▇▇▇▇ First, President | ||
| ADDUS HEALTHCARE, INC. | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇, Vice President & COO | ||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
Exhibit A
Employment Duties
Those duties set forth in the attached ‘Vice President of Home Health Services Job Description’ and such other duties and responsibilities which are assigned to the Executive by the COO or CEO and which are appropriate for the position of the Executive.
The Executive shall be subject to the authority of the Board of Directors and shall report directly to the COO and/or such other executive of Addus as the CEO, COO or the Board of Directors may direct from time to time. The Executive shall also perform such further duties as are incidental to or implied from the foregoing, consistent with the background, training, and qualifications of the Executive or which may be reasonably determined by the COO, CEO or the Board of Directors to be in the best interests of the Addus HealthCare Group.
The Company may, at its sole discretion, (i) re-assign the Executive within Addus’ organization structure, (ii) change her job description within the same professional level, (iii) change her work location upon six (6) months notice, and (iv) add to or delete from her duties under this Agreement without affecting the enforceability and conditions of this Agreement.
A-1
Vice President of Home Health Services
Summary
Reporting to the COO, and based in either a Chicago area or California branch location, this key senior management position will provide national leadership to Addus’ Home Health Services Division, which includes skilled nursing, therapy, and related programs and services. The Divisional Vice President will be the visionary leader for this major segment of the Company’s business, and will establish and implement national and regional strategic objectives and initiatives for growth and business development. This position will direct the Division’s overall operations, and all national and regional policy and program development activities, and will ensure compliance with applicable federal and state regulations and JCAHO standards.
Primary Responsibilities
| • | Provide leadership in the development and implementation of national and regional strategic objectives and initiatives for revenue growth and business development, including sales and marketing programs designed to promote the Division’s services and target potential referral sources. |
| • | Coordinate and participate in the identification and evaluation of potential Home Health Services Division acquisition candidates, and in the assimilation of acquired companies into the Division’s structure, systems and processes. |
| • | Direct the Division’s overall operations, and work closely with the regional directors in the development and implementation of all national and regional policies and programs for the Skilled and Assisted businesses. |
| • | Provide direction and guidance to the regional directors in effectively managing the branches in their respective regions, and in driving financial and operating results. |
| • | Direct and coordinate the preparation of the Division’s annual budgets, and continually monitor regional and branch performance to identify trends and implement corrective actions. |
| • | Direct the development of clinical practices and standards that ensure the delivery of safe and therapeutically effective services to patients and families, in accordance with all applicable federal state, and local regulations and JCAHO standards, and assure the establishment of quality assurance/performance improvement programs and processes. |
| • | Direct Divisional staff education efforts, and promote ongoing skills enhancement and professional development. |
Requirements
| • | Bachelor’s degree in Nursing or a related clinical field required. Master’s degree in Nursing, Business or Health Administration preferred. |
A-2
| • | Ten to fifteen years of home health care & community based services experience required, including at least five years in a national or regional leadership role in a multi-site organization. |
| • | Proven success in growth and business development |
| • | Polished, professional written and verbal communication skills |
| • | Self-confident, results-driven leader, who can effectively communicate a clear vision and build an excellent, high-performing team. |
A-3
Exhibit B
Bonus
Twenty percent (20%) of the Executive’s annual Base Salary during the applicable calendar year.
B-1