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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 31-0791746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2600 Chemed Center, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
1999 LONG-TERM EMPLOYEE INCENTIVE PLAN
(Full title of the plan)
NAOMI C. DALLOB
2600 Chemed Center, 255 East Fifth Street
Cincinnati, Ohio 45202
(Name and address of agent for service)
(513) 762-6900
(Telephone number, including area code, of agent for service)
-----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered* per share** price** fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Stock
(Par value $1 250,000 shs. $32.19 $7,932,805 $2,206
per share)
================================================================================================================
</TABLE>
*The number of shares being registered is the number of shares covered
by the 1999 Long-Term Employee Incentive Plan. In addition to such shares, this
Registration Statement covers an indeterminate number of shares which, by reason
of certain events specified in such Plan, may become subject to issuance
thereunder.
**Estimated solely for the purpose of calculating registration fee.
This amount is based on (1) a price of $32.19 per share for outstanding options
to purchase 189,950 shares, and (2) a price of $30.28 per share based on the
average of the high and low price of a share of capital stock reported on the
New York Stock Exchange on September 7, 1999 for options to purchase 60,050
shares.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange Act") for period since
December 31, 1998.
(3) The Company's Proxy Statement dated May 18, 1998; and
(4) The "Description of Capital Stock" incorporated by reference in
Chemed's Registration Statement on Form S-3 filed on November 26, 1991,
including any amendments or reports filed to update such description.
All documents filed by the Company pursuant to Section 13, 14 or 15(d)
of the Exchange Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in and to be a part of this
Registration Statement and to be a part thereof from the date any such documents
are filed.
Item 4. Description of Securities
N/A
Item 5. Interest of Named Experts and Counsel
Legal matters in connection with the issuance of Chemed Capital Stock
offered hereby have been passed upon by Naomi C. Dallob, 2600 Chemed Center, 255
East 5th Street, Cincinnati, Ohio 45202. Ms. Dallob is Vice President and
Secretary, and a stockholder of the Company.
II-1
<PAGE> 3
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation and By-laws of the Company, and
separate Indemnity Agreements, provide for the indemnification of each director
and officer of the Company in connection with any claim, action, suit or
proceeding brought or threatened by reason of his position with the Company. In
addition, the General Corporation Law of the State of Delaware ("Delaware Law")
permits the Company to indemnify its directors, officers and others against
judgments, fines, amounts paid in settlement and attorneys' fees resulting from
various types of legal actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified in the Delaware Law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the Company pursuant to the provisions referred to above or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
Item 7. Exemption from Registration Claimed
N/A
Item 8. Exhibits.
<TABLE>
<CAPTION>
Page Number or
Incorporation
by Reference
Number
Under Item 601 File Number
Exhibit Regulation and
Number S-K Filing Date
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 (4) Certificate of Incorporation of Form S-3
Chemed Corporation Reg. No. 33-44177
11/26/91
2 (4) 1999 Long-Term Employee E-2 through E-14
Incentive Plan
3 (4) Form of Option under 1999 E-15 through E-17
Long-Term Employee Incentive Plan
4 (5) Opinion and Consent of Counsel E-18
5 (23) Consent of Independent E-19
Accountants
6 (24) Powers of Attorney E-20 through E-33
</TABLE>
II-2
<PAGE> 4
Item 9. Undertakings.
The undersigned registrant hereby undertakes (1) to file, during any
period in which it offers or sells securities, a post-effective amendment to
this registration statement and to include any additional or changed material
information on the plan of distribution; (2) for determining liability under the
Securities Act of 1933, it will treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering; and (3) it will
file a post-effective amendment to remove from registration any of the
securities which remain unsold at the end of the offering.
For purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers or controlling
persons of the Company pursuant to the provisions referred to above or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
against the Company in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on the 14th day of
September, 1999.
CHEMED CORPORATION
By: /s/ EDWARD L. HUTTON
--------------------------------
Edward L. Hutton
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C> <C>
/s/ EDWARD L. HUTTON Chairman and Chief Executive
- --------------------------- Officer
Edward L. Hutton (Principal Executive Officer) September 14, 1999
/s/ TIMOTHY S. O'TOOLE Executive Vice President September 14, 1999
- --------------------------- and Treasurer
Timothy S. O'Toole (Principal Financial Officer)
/s/ ARTHUR V. TUCKER Vice President and Controller September 14, 1999
- --------------------------- (Principal Accounting Officer)
Arthur V. Tucker
Rick L. Arquilla* Sandra E. Laney*
James H. Devlin* Spencer S. Lee*
Charles H. Erhart, Jr.* Kevin J. McNamara*
Joel F. Gemunder* John M. Mount*
Patrick P. Grace* Donald E. Saunders* DIRECTORS
Thomas C. Hutton* Paul C. Voet*
Walter L. Krebs* George J. Walsh III*
/s/ NAOMI C. DALLOB September 14, 1999
- ---------------------------
Naomi C. Dallob
Vice President and Secretary
</TABLE>
- ----------------
*Naomi C. Dallob signing her name hereto does sign this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly executed
by such persons, filed with the Securities and Exchange Commission.
/s/ NAOMI C. DALLOB
---------------------------------
Naomi C. Dallob, Attorney-in-Fact
II-4
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page Number
or
Incorporation by Reference
Number --------------------------
Under Item 601 File Number
Exhibit Regulation and Previous
Number S-K Filing Date Exhibit
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
4.1 Certificate of Incorporation Form S-3 4.1
of Chemed Corporation Reg. No.
33-44177
11/26/91
4.2 1999 Long-Term Employee
Incentive Plan
4.3 Form of Option Under
1999 Stock Option Plan
5 Opinion and Consent of
Counsel
23 Consent of Independent
Accountants
24 Powers of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 4.2
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CHEMED CORPORATION
1999 LONG-TERM EMPLOYEE INCENTIVE PLAN
MAY 17, 1999
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<PAGE> 2
CHEMED CORPORATION
1999 LONG-TERM EMPLOYEE INCENTIVE PLAN
1. PURPOSES: The purposes of this Plan are (a) to secure for the
Corporation the benefits of incentives inherent in ownership of Capital Stock by
Employees, (b) to encourage Employees to increase their interest in the future
growth and prosperity of the Corporation and to stimulate and sustain
constructive and imaginative thinking by Employees, (c) to further the
identification of interest of employees of the Corporation and its Subsidiaries
with the interests of the Corporation's stockholders, (d) to induce the
employment or continued employment of Employees and (e) to enable the
Corporation to compete with other organizations offering similar or other
incentives in obtaining and retaining the services of employees.
2. DEFINITIONS: Unless otherwise required by the context, the following
terms when used in this Plan shall have the meanings set forth in this Section
2.
BOARD OF DIRECTORS: The Board of Directors of the Corporation.
CAPITAL STOCK: The Capital Stock of the Corporation, par value
$l.00 per share, or such other class of shares or other securities as may be
applicable pursuant to the provisions of Section 8.
CORPORATION: Chemed Corporation, a Delaware corporation.
FAIR MARKET VALUE: As applied to any date, the mean between the
high and low sales prices of a share of Capital Stock on the principal stock
exchange on which the Corporation is listed, or, if it is not so listed, the
mean between the bid and the ask prices of a share of Capital Stock in the
over-the-counter market as reported by the National Association of Securities
Dealers Automated Quotation System on such date or, if no such sales or prices
were made or quoted on such date, on the next preceding date on which there were
sales or quotes of Capital Stock on such exchange or market, as the case may be;
provided, however, that, if the Capital Stock is not so listed or quoted, Fair
Market Value shall be determined in accordance with the method approved by the
Compensation/Incentive Committee, and, provided further, if any of the foregoing
methods of determining Fair Market Value shall not be consistent with the
regulations of the Secretary of the Treasury or his delegate at the time
applicable to a Stock Incentive of the type involved, Fair Market
<PAGE> 3
Value in the case of such Stock Incentive shall be determined in accordance with
such regulations and shall mean the value as so determined.
COMPENSATION/INCENTIVE COMMITTEE: The Compensation/Incentive
Committee designated to administer this Plan pursuant to the provisions of
Section 10.
INCENTIVE COMPENSATION: Bonuses, extra and other compensation
payable in addition to a salary or other base amount, whether contingent or
discretionary or required to be paid pursuant to an agreement, resolution or
arrangement, and whether payable currently or on a deferred basis, in cash,
Capital Stock or other property, awarded by the Corporation or a Subsidiary
prior or subsequent to the date of the approval and adoption of this Plan by the
stockholders of the Corporation.
EMPLOYEE: An employee of the Corporation or of a Subsidiary who in
the opinion of the Compensation/Incentive Committee can contribute significantly
to the growth and successful operations of the Corporation or a Subsidiary. The
grant of a Stock Incentive to an employee by the Compensation/Incentive
Committee shall be deemed a determination by the Compensation/Incentive
Committee that such employee is an Employee. For the purposes of this Plan, a
director or officer of the Corporation or of a Subsidiary shall not be deemed an
Employee.
OPTION: An option to purchase shares of Capital Stock.
PERFORMANCE UNIT: A unit representing a share of Capital Stock,
subject to a Stock Award, the issuance, transfer or retention of which is
contingent, in whole or in part, upon attainment of a specified performance
objective or objectives, including, without limitation, objectives determined by
reference to or changes in (a) the Fair Market Value, book value or earnings per
share of Capital Stock, or (b) sales and revenues, income, profits and losses,
return on capital employed, or net worth of the Corporation (on a consolidated
or unconsolidated basis) or of any one or more of its groups, divisions,
Subsidiaries or departments, or (c) a combination of two or more of the
foregoing factors.
PLAN: The 1999 Long-Term Employee Incentive Plan herein set forth as
the same may from time to time be amended.
STOCK AWARD: An issuance or transfer of shares of Capital Stock at
the time the Stock Incentive is granted or as soon thereafter as practicable, or
an undertaking to issue or transfer such shares in the future, including,
without
<PAGE> 4
limitation, such an issuance, transfer or undertaking with
respect to Performance Units.
STOCK INCENTIVE: A stock incentive granted under this Plan in one of
the forms provided for in Section 3.
SUBSIDIARY: A corporation or other form of business association of
which shares (or other ownership interests) having 50% or more of the voting
power are owned or controlled, directly or indirectly, by the Corporation.
3. GRANTS OF STOCK INCENTIVES:
(a) Subject to the provisions of this Plan, the
Compensation/Incentive Committee may at any time, or from time to time, grant
Stock Incentives under this Plan to, and only to, Employees.
(b) Stock Incentives may be granted in the following forms:
(i) a Stock Award, or
(ii) an Option, or
(iii) a combination of a Stock Award and an Option.
4. STOCK SUBJECT TO THIS PLAN:
(a) Subject to the provisions of paragraph (c) and (d) of this
Section 4 and of Section 8, the aggregate number of shares of Capital Stock
which may be issued or transferred pursuant to Stock Incentives granted under
this Plan shall not exceed 250,000 shares; provided, however, that the maximum
aggregate number of shares of Capital Stock which may be issued or transferred
pursuant to Stock Incentives in the form of Stock Awards, shall not exceed
135,000 shares.
(b) Authorized but unissued shares of Capital Stock and shares of
Capital Stock held in the treasury, whether acquired by the Corporation
specifically for use under this Plan or otherwise, may be used, as the
Compensation/Incentive Committee may from time to time determine, for purposes
of this Plan, provided, however, that any shares acquired or held by the
Corporation for the purposes of this Plan shall, unless and until transferred to
an Employee in accordance with the terms and conditions of a Stock Incentive, be
and at all times remain treasury shares of the Corporation, irrespective of
whether such shares are entered in a special account for purposes of this Plan,
and shall be available for any corporate purpose.
(c) If any shares of Capital Stock subject to a Stock Incentive
shall not be issued or transferred and shall cease to
<PAGE> 5
be issuable or transferable because of the termination, in whole or in part, of
such Stock Incentive or for any other reason, or if any such shares shall, after
issuance or transfer, be reacquired by the Corporation or a Subsidiary because
of an Employee's failure to comply with the terms and conditions of a Stock
Incentive, the shares not so issued or transferred, or the shares so reacquired
by the Corporation or a Subsidiary shall no longer be charged against any of the
limitations provided for in paragraphs (a) or (b) of this Section 4 and may
again be made subject to Stock Incentives.
5. STOCK AWARDS: Stock Incentives in the form of Stock Awards shall be
subject to the following provisions:
(a) A Stock Award shall be granted only in payment of Incentive
Compensation that has been earned or as Incentive Compensation to be earned,
including, without limitation, Incentive Compensation awarded concurrently with
or prior to the grant of the Stock Award.
(b) For the purposes of this Plan, in determining the value of a
Stock Award, all shares of Capital Stock subject to such Stock Award shall be
valued at not less than 100 percent of the Fair Market Value of such shares on
the date such Stock Award is granted, regardless of whether or when such shares
are issued or transferred to the Employee and whether or not such shares are
subject to restrictions which affect their value.
(c) Shares of Capital Stock subject to a Stock Award may be issued
or transferred to the Employee at the time the Stock Award is granted, or at any
time subsequent thereto, or in installments from time to time, as the
Compensation/Incentive Committee shall determine. In the event that any such
issuance or transfer shall not be made to the Employee at the time the Stock
Award is granted, the Compensation/Incentive Committee may provide for payment
to such Employee, either in cash or in shares of Capital Stock from time to time
or at the time or times such shares shall be issued or transferred to such
Employee, of amounts not exceeding the dividends which would have been payable
to such Employee in respect of such shares (as adjusted under Section 8) if they
had been issued or transferred to such Employee at the time such Stock Award was
granted. Any amount payable in shares of Capital Stock under the terms of a
Stock Award may, at the discretion of the Corporation, be paid in cash, on each
date on which delivery of shares would otherwise have been made, in an amount
equal to the Fair Market Value on such date of the shares which would otherwise
have been delivered.
(d) A Stock Award shall be subject to such terms and conditions,
including, without limitation, restrictions on sale
<PAGE> 6
or other disposition of the Stock Award or of the shares issued or transferred
pursuant to such Stock Award, as the Compensation/Incentive Committee may
determine; provided, however, that upon the issuance or transfer of shares
pursuant to a Stock Award, the recipient shall, with respect to such shares, be
and become a stockholder of the Corporation fully entitled to receive dividends,
to vote and to exercise all other rights of a stockholder except to the extent
otherwise provided in the Stock Award. Each Stock Award shall be evidenced by a
written instrument in such form as the Compensation/Incentive Committee shall
determine, provided the Stock Award is consistent with this Plan and
incorporates it by reference.
6. OPTIONS: Stock Incentives in the form of Options shall be subject to
the following provisions:
(a) The maximum aggregate number of Stock Incentives in the form of
Options which may be granted to an individual Employee in any calendar year
shall not exceed 25,000 Options.
(b) Upon the exercise of an Option, the purchase price shall be paid
in cash or, if so provided in the Option or in a resolution adopted by the
Compensation/Incentive Committee(and subject to such terms and conditions as are
specified in the Option or by the Compensation/Incentive Committee), in shares
of Capital Stock or in a combination of cash and such shares. Shares of Capital
Stock thus delivered shall be valued at their Fair Market Value on the date of
exercise. Subject to the provisions of Section 8, the purchase price per share
shall be not less than 100 percent of the Fair Market Value of a share of
Capital Stock on the date the Option is granted.
(c) Each Option shall be exercisable in full or in part six months
after the date the Option is granted, or may become exercisable in one or more
installments and at such time or times, as the Compensation/Incentive Committee
shall determine. Unless otherwise provided in the Option, an Option, to the
extent it is or becomes exercisable, may be exercised at any time in whole or in
part until the expiration or termination of the Option. Any term or provision in
any outstanding Option specifying when the Option is exercisable or that it be
exercisable in installments may be modified at any time during the life of the
Option by the Compensation/Incentive Committee, provided, however, no such
modification of an outstanding Option shall, without the consent of the
optionee, adversely affect any Option theretofore granted to him. An Option will
become immediately exercisable in full if at any time during the term of the
Option the Corporation obtains actual knowledge that any of the following events
has occurred, irrespective of the applicability of any limitation on the number
of shares then exercisable under the Option: (1) any person within the meaning
<PAGE> 7
of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "1934
Act"), other than the Corporation or any of its subsidiaries, has become the
beneficial owner, within the meaning of Rule 13d-3 under the 1934 Act, of 30
percent or more of the combined voting power of the Corporation's then
outstanding voting securities; (2) the expiration of a tender offer or exchange
offer, other than an offer by the Corporation, pursuant to which 20 percent or
more of the shares of the Corporation's Capital Stock have been purchased; (3)
the stockholders of the Corporation have approved (i) an agreement to merge or
consolidate with or into another corporation and the Corporation is not the
surviving corporation or (ii) an agreement to sell or otherwise dispose of all
or substantially all of the assets of the Corporation (including a plan of
liquidation); or (4) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors cease for any
reason to constitute at least a majority thereof, unless the nomination for the
election by the Corporation's stockholders of each new director was approved by
a vote of at least one-half of the persons who were directors at the beginning
of the two-year period.
(d) Each Option shall be exercisable during the life of the optionee
only by him or a transferee or assignee permitted by paragraph (g) of this
Section (6) and, after his death, only by his estate or by a person who acquired
the right to exercise the Option pursuant to one of the provisions of paragraph
(g) of this Section (6). An Option, to the extent that it shall not have been
exercised, shall terminate when the optionee ceases to be an employee of the
Corporation or a Subsidiary, unless he ceases to be an employee because of his
resignation with the consent of the Compensation/Incentive Committee (which
consent may be given before or after resignation), or by reason of his death,
incapacity or retirement under a retirement plan of the Corporation or a
Subsidiary. Except as provided in the next sentence, if the optionee ceases to
be an employee by reason of such resignation, the Option shall terminate three
months after he ceases to be an employee. If the optionee ceases to be an
employee by reason of such death, incapacity or retirement, or if he should die
during the three-month period referred to in the preceding sentence, the Option
shall terminate fifteen months after he ceases to be an employee. Where an
Option is exercised more than three months after the optionee ceased to be an
employee, the Option may be exercised only to the extent it could have been
exercised three months after he ceased to be an employee. A leave of absence for
military or governmental service or for other purposes shall not, if approved by
the Compensation/Incentive Committee, be deemed a termination of employment
within the meaning of this paragraph (d); provided, however, that an Option may
not be exercised during any such leave of absence. Notwithstanding the foregoing
provisions of this paragraph (d) or any other provision of this Plan, no Option
<PAGE> 8
shall be exercisable after expiration of the term for which the Option was
granted, which shall in no event exceed ten years. Where an Option is granted
for a term of less than ten years, the Compensation/Incentive Committee, may, at
any time prior to the expiration of the Option, extend its term for a period
ending not later than ten years from the date the Option was granted.
(e) Options shall be granted for such lawful consideration as the
Compensation/Incentive Committee shall determine.
(f) Neither the Corporation nor any Subsidiary may directly or
indirectly lend any money to any person for the purpose of assisting him to
purchase or carry shares of Capital Stock issued or transferred upon the
exercise of an Option.
(g) No Option nor any right thereunder may be assigned or
transferred by the optionee except:
(i) by will or the laws of descent and distribution;
(ii) pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986, as amended,
or by the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder;
(iii) by an optionee who, at the time of the transfer, is not
subject to the provisions of Section 16 of the 1934 Act,
provided such transfer is to, or for the benefit of
(including but not limited to trusts for the benefit of),
the optionee's spouse or lineal descendants of the
optionee's parents; or
(iv) by an optionee who, at the time of the transfer, is
subject to the provisions of Section 16 of the 1934 Act,
to the extent, if any, such transfer would be permitted
under Securities and Exchange Commission Rule 16b-3 or
any successor rule thereto, as such rule or any successor
rule thereto may be in effect at the time of the
transfer.
If so provided in the Option or if so authorized by the
Compensation/Incentive Committee and subject to such terms and conditions as are
specified in the Option or by the Compensation/Incentive Committee, the
Corporation may, upon or without the request of the holder of the Option and at
any time or from time to time, cancel all or a portion of the Option then
subject to exercise and either (i) pay the holder an amount of money equal to
the excess, if any, of the Fair Market Value, at such time or times, of the
shares subject to the portion of the
<PAGE> 9
Option so canceled over the aggregate purchase price of such shares, or (ii)
issue or transfer shares of Capital Stock to the holder with a Fair Market
Value, at such time or times, equal to such excess.
(h) Each Option shall be evidenced by a written instrument, which
shall contain such terms and conditions, and shall be in such form, as the
Compensation/Incentive Committee may determine, provided the Option is
consistent with this Plan and incorporates it by reference. Notwithstanding the
preceding sentence, an Option, if so granted by the Compensation/Incentive
Committee, may include restrictions and limitations in addition to those
provided for in this Plan.
(i) Any federal, state or local withholding taxes payable by an
optionee or awardee upon the exercise of an Option or upon the removal of
restrictions of a Stock Award shall be paid in cash or in such other form as the
Compensation/Incentive Committee may authorize from time to time, including the
surrender of shares of Capital Stock or the withholding of shares of Capital
Stock to be issued to the optionee or awardee. All such shares so surrendered or
withheld shall be valued at Fair Market Value on the date such are surrendered
to the Corporation or authorized to be withheld.
7. COMBINATIONS OF STOCK AWARDS AND OPTIONS: Stock Incentives
authorized by paragraph (b)(iii) of Section 3 in the form of combinations of
Stock Awards and Options shall be subject to the following provisions:
(a) A Stock Incentive may be a combination of any form of Stock
Award with any form of Option; provided, however, that the terms and conditions
of such Stock Incentive pertaining to a Stock Award are consistent with Section
5 and the terms and conditions of such Stock Incentive pertaining to an Option
are consistent with Section 6.
(b) Such combination Stock Incentive shall be subject to such other
terms and conditions as the Compensation/Incentive Committee may determine,
including, without limitation, a provision terminating in whole or in part a
portion thereof upon the exercise in whole or in part of another portion
thereof. Such combination Stock Incentive shall be evidenced by a written
instrument in such form as the Compensation/Incentive Committee shall determine,
provided it is consistent with this Plan and incorporates it by reference.
8. ADJUSTMENT PROVISIONS: In the event that any recapitalization, or
reclassification, split-up or consolidation of shares of Capital Stock shall be
effected, or the outstanding shares of Capital Stock are, in connection with a
merger or
<PAGE> 10
consolidation of the Corporation or a sale by the Corporation of all or a part
of its assets, exchanged for a different number or class of shares of stock or
other securities of the Corporation or for shares of the stock or other
securities of any other corporation, or a record date for determination of
holders of Capital Stock entitled to receive a dividend payable in Capital Stock
shall occur (a) the number and class of shares or other securities that may be
issued or transferred pursuant to Stock Incentives, (b) the number and class of
shares or other securities which have not been issued or transferred under
outstanding Stock Incentives, (c) the purchase price to be paid per share or
other security under outstanding Options, and (d) the price to be paid per share
or other security by the Corporation or a Subsidiary for shares or other
securities issued or transferred pursuant to Stock Incentives which are subject
to a right of the Corporation or a Subsidiary to reacquire such shares or other
securities, shall in each case be equitably adjusted.
9. TERM: This Plan shall be deemed adopted and shall become effective
on May 17, 1999. No Stock Incentives shall be granted under this Plan after May
17, 2009.
10. ADMINISTRATION:
(a) The Plan shall be administered by the Compensation/Incentive
Committee, which shall consist of no fewer than three persons designated by the
Board of Directors. Grants of Stock Incentives may be granted by the
Compensation/Incentive Committee either in or without consultation with
employees, but, anything in this Plan to the contrary notwithstanding, the
Compensation/Incentive Committee shall have full authority to act in the matter
of selection of all Employees and in determining the number of Stock Incentives
to be granted to them.
(b) The Compensation/Incentive Committee may establish such rules
and regulations, not inconsistent with the provisions of this Plan, as it deems
necessary to determine eligibility to participate in this Plan and for the
proper administration of this Plan, and may amend or revoke any rule or
regulation so established. The Compensation/Incentive Committee may make such
determinations and interpretations under or in connection with this Plan as it
deems necessary or advisable. All such rules, regulations, determinations and
interpretations shall be binding and conclusive upon the Corporation, its
Subsidiaries, its stockholders and all employees, and upon their respective
legal representatives, beneficiaries, successors and assigns and upon all other
persons claiming under or through any of them.
<PAGE> 11
(c) Members of the Board of Directors and members of the
Compensation/Incentive Committee acting under this Plan shall be fully protected
in relying in good faith upon the advice of counsel and shall incur no liability
except for gross negligence or willful misconduct in the performance of their
duties.
11. GENERAL PROVISIONS:
(a) Nothing in this Plan nor in any instrument executed pursuant
hereto shall confer upon any employee any right to continue in the employ of the
Corporation or a Subsidiary, or shall affect the right of the Corporation or of
a Subsidiary to terminate the employment of any employee with or without cause.
(b) No shares of Capital Stock shall be issued or transferred
pursuant to a Stock Incentive unless and until all legal requirements applicable
to the issuance or transfer of such shares, in the opinion of counsel to the
Corporation, have been complied with. In connection with any such issuance or
transfer, the person acquiring the shares shall, if requested by the
Corporation, give assurances, satisfactory to counsel to the Corporation, that
the shares are being acquired for investment and not with a view to resale or
distribution thereof and assurances in respect of such other matters as the
Corporation or a Subsidiary may deem desirable to assure compliance with all
applicable legal requirements.
(c) No employee (individually or as a member of a group), and no
beneficiary or other person claiming under or through him, shall have any right,
title or interest in or to any shares of Capital Stock allocated or reserved for
the purposes of this Plan or subject to any Stock Incentive except as to such
shares of Capital Stock, if any, as shall have been issued or transferred to
him.
(d) The Corporation or a Subsidiary may, with the approval of the
Compensation/Incentive Committee, enter into an agreement or other commitment to
grant a Stock Incentive in the future to a person who is or will be an Employee
at the time of grant, and, notwithstanding any other provision of this Plan, any
such agreement or commitment shall not be deemed the grant of a Stock Incentive
until the date on which the Company takes action to implement such agreement or
commitment.
(e) In the case of a grant of a Stock Incentive to an employee of a
Subsidiary, such grant may, if the Compensation/Incentive Committee so directs,
be implemented by the Corporation issuing or transferring the shares, if any,
covered by the Stock Incentive to the Subsidiary, for such lawful consideration
as the Compensation/Incentive Committee may specify, upon the condition or
understanding that the Subsidiary
<PAGE> 12
will transfer the shares to the employee in accordance with the terms of the
Stock Incentive specified by the Compensation/Incentive Committee pursuant to
the provisions of this Plan. Notwithstanding any other provision hereof, such
Stock Incentive may be issued by and in the name of the Subsidiary and shall be
deemed granted on the date it is approved by the Compensation/Incentive
Committee, on the date it is delivered by the Subsidiary or on such other date
between said two dates, as the Compensation/Incentive Committee shall specify.
(f) The Corporation or a Subsidiary may make such provisions as it
may deem appropriate for the withholding of any taxes which the Corporation or a
Subsidiary determines it is required to withhold in connection with any Stock
Incentive.
(g) Nothing in this Plan is intended to be a substitute for, or
shall preclude or limit the establishment or continuation of, any other plan,
practice or arrangement for the payment of compensation or fringe benefits to
employees generally, or to any class or group of employees, which the
Corporation or any Subsidiary or other affiliate now has or may hereafter
lawfully put into effect, including, without limitation, any retirement,
pension, group insurance, stock purchase, stock bonus or stock option plan.
12. AMENDMENTS AND DISCONTINUANCE:
(a) This Plan may be amended by the Board of Directors upon the
recommendation of the Compensation/Incentive Committee, provided that, without
the approval of the stockholders of the Corporation, no amendment shall be made
which (i) increases the aggregate number of shares of Capital Stock that may be
issued or transferred pursuant to Stock Incentives as provided in paragraph (a)
of Section 4, (ii) increases the maximum aggregate number of Stock Incentives,
in the form of Options, which may be granted to an individual employee as
provided in paragraph (a) of Section 6, (iii) withdraws the administration of
this Plan from the Compensation/Incentive Committee, (iv) permits any person who
is not at the time an Employee of the Corporation or of a Subsidiary to be
granted a Stock Incentive, (v) permits any Option to be exercised more than ten
years after the date it is granted, (vi) amends Section 9 to extend the date set
forth therein or (vii) amends this Section 12.
(b) Notwithstanding paragraph (a) of this Section 12, the Board of
Directors may amend the Plan to take into account changes in applicable
securities laws, federal income tax laws and other applicable laws. Should the
provisions of Rule 16b-3, or any successor rule, under the Securities Exchange
Act of 1934
<PAGE> 13
be amended, the Board of Directors may amend the Plan in accordance therewith.
(c) The Board of Directors may by resolution adopted by a majority
of the entire Board of Directors discontinue this Plan.
(d) No amendment or discontinuance of this Plan by the Board of
Directors or the stockholders of the Corporation shall, without the consent of
the employee, adversely affect any Stock Incentive theretofore granted to him.
<PAGE> 1
EXHIBIT 4.3
May 17, 1999
In accordance with the 1999 Long-Term Employee Incentive Plan (the
"Plan") of Chemed Corporation (the "Corporation"), you are hereby granted an
option to purchase ____________ shares of the capital stock, par value $1.00 per
share, of the Corporation upon the following terms and conditions.
(1) The purchase price shall be $___________ per share. Payment thereof
shall be made in cash or, subject to the next sentence, by delivery to the
Corporation of shares of capital stock of the Corporation which shall be valued
at their Fair Market Value on the date of exercise, or in a combination of cash
and such shares. Your right to pay the purchase price, in whole or in part, by
delivery to the Corporation of shares of capital stock of the Corporation is
expressly subject to temporary or permanent revocation or withdrawal at any time
and from time to time by action of the Board of Directors of the Corporation
without any requirement that advance notice of such revocation or withdrawal be
given to you.
(2) Subject to the provisions of paragraphs (3) and (6), this option is
exercisable in whole or in part at any time and from time to time as follows:
____________ shares on or after November 17, 1999,
____________ shares on or after November 17, 2000,
____________ shares on or after November 17, 2001,
____________ shares on or after November 17, 2002.
Once an installment becomes exercisable, it may be exercised at any time in
whole or in part until the expiration or termination of this option. Neither
this option nor any right hereunder may be assigned or transferred by you,
except by will, the laws of descent and distribution, pursuant to a qualified
Domestic Relations order, or to a permitted transferee. It may be exercised
during your life only by you or by a permitted transferee. Within fifteen (15)
months after your death it may be exercised only by your estate, by a permitted
transferee, or by a person who acquired the right to exercise the option by
bequest or inheritance or by reason of your death. At the time of each exercise
of this option, you or the person or persons exercising the option shall, if
requested by the Corporation, give assurances, satisfactory to counsel to the
Corporation, that the shares are being acquired for investment and not with a
view to resale or distribution thereof and assurances in respect of such other
matters as the Corporation may deem desirable to assure compliance with all
applicable legal requirements.
<PAGE> 2
(3) This option, to the extent that it shall not have been exercised,
shall terminate when you cease to be an employee of the Corporation or a
Subsidiary, unless you cease to be an employee because of your resignation with
the consent of the Incentive Committee or because of your death, incapacity or
retirement under a retirement plan of the Corporation or a Subsidiary. If you
cease to be an employee because of such resignation, this option shall terminate
upon the expiration of three months after you cease to be an employee, except as
provided in the next sentence. If you cease to be an employee because of your
death, incapacity or retirement under a retirement plan of the Corporation or a
Subsidiary, or if you cease to be an employee because of your resignation with
the consent of the Incentive Committee and die during the three-month period
referred to in the preceding sentence, this option shall terminate fifteen (15)
months after you ceased to be an employee. Where this option is exercised more
than three months after termination of employment, as aforesaid, only those
installments which shall have become exercisable prior to the expiration of
three months after you ceased to be an employee, whether by death or otherwise,
may be exercised. A leave of absence for military or governmental service or for
other purposes shall not, if approved by the Incentive Committee be deemed a
termination of employment within the meaning of this paragraph (3), provided,
however, that this option may not be exercised during any such leave of absence.
Notwithstanding the foregoing provisions of this paragraph (3) or any provision
of the Plan, this option shall not be exercisable after the expiration of ten
years from the date this option is granted.
(4) The number and class of shares or other securities covered by this
option and the price to be paid therefor shall be subject to adjustment as, and
under the circumstances, provided in Section 8 of the Plan.
(5) This option may be exercised only by serving written notice on the
Secretary or Treasurer of the Corporation. The Corporation shall deliver the
shares to you against payment; provided, however, no shares shall be issued or
transferred pursuant to this option unless and until all legal requirements
applicable to the issuance or transfer of such shares have, in the opinion of
the counsel to the Corporation, been complied with. Any Federal, state or local
withholding taxes applicable to any compensation you may realize by reason of
the exercise of the option or any subsequent disposition of the shares acquired
on exercise shall, upon request, be remitted to the Corporation or the
Subsidiary by which you are employed at the time of exercise or sale, as the
case may be. You shall have the rights of a stockholder only as to stock
actually delivered to you.
(6) If you are or become an employee of a Subsidiary, the Corporation's
obligations hereunder shall be contingent on the approval of the Plan and this
option by the Subsidiary and the Subsidiary's agreement that (a) the Corporation
may administer the Plan on its behalf, and (b) upon the exercise of the option,
it will purchase from the Corporation the shares subject to the exercise at
their Fair Market Value on the date of exercise, such shares to be then
transferred by the Subsidiary to the holder of this option upon payment by the
holder of the purchase price to the Subsidiary. Where appropriate,
<PAGE> 3
such approval and agreement of the Subsidiary shall be indicated by its
signature below. The obligations of the Subsidiary so undertaken may be waived
by the Corporation.
(7) The Plan is hereby incorporated by reference. Each term which is
defined in the Plan and used in this option shall have the same meaning in this
option as it has in the Plan. This option is granted subject to the Plan and
shall be construed to conform to the Plan.
Very truly yours,
CHEMED CORPORATION
By: _________________________
Secretary
Receipt Acknowledged:
______________________
Employee
<PAGE> 1
EXHIBIT 5
September 14, 1999
Chemed Corporation
2600 Chemed Center
Cincinnati, OH 45202
Dear Sir or Madam:
In connection with the Registration Statement on Form S-8 to be filed
by Chemed Corporation (the "Corporation") with the Securities and Exchange
Commission covering shares of the Corporation's capital stock, par value $1 per
share (the "Capital Stock"), to be issued pursuant to the Corporation's 1999
Long-Term Incentive Plan (the "Plan"), you have requested me as Vice President
and Secretary to the Corporation to render my opinion with respect to the
matters to which reference is made herein.
I have examined and am familiar with the Certificate of Incorporation
and By-laws of the Corporation, the minutes of the meetings of its directors and
stockholders, the Plan and the stock incentives to be granted pursuant thereto.
Based upon the foregoing, I am of the opinion that the shares of
Capital Stock issued pursuant to the stock incentives granted pursuant to and in
accordance with the terms of the Plan will, when issued in accordance with the
terms of said stock incentives, be validly issued and outstanding, fully paid
and non-assessable shares of Capital Stock of the Corporation.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement.
Sincerely,
/s/ Naomi C. Dallob
-------------------------------
Naomi C. Dallob
Vice President and Secretary
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 2, 1999 relating
to the financial statements, which appears on page 11 of the 1998 Annual Report
to Stockholders of Chemed Corporation which is incorporated by reference in
Chemed Corporation's Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the incorporation by reference of our report dated
February 2, 1999 relating to the Financial Statement Schedule, which appears on
page S-2 of such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PRICEWATERHOUSECOOPERS LLP
Cincinnati, Ohio
September 14, 1999
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 10th day of September, 1999.
/s/ Rick L. Arquilla
--------------------
Rick L. Arquilla
<PAGE> 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 8th day of September, 1999.
/s/ James H. Devlin
-------------------
James H. Devlin
<PAGE> 3
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 8th day of September, 1999.
/s/ Charles H. Erhart, Jr.
--------------------------
Charles H. Erhart, Jr.
<PAGE> 4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 8th day of September, 1999.
/s/ Joel F. Gemunder
--------------------
Joel F. Gemunder
<PAGE> 5
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 7th day of September, 1999.
/s/Patrick P. Grace
-------------------
Patrick P. Grace
<PAGE> 6
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 7th day of September, 1999.
/s/ Thomas C. Hutton
--------------------
Thomas C. Hutton
<PAGE> 7
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 6th day of September, 1999.
/s/ Walter L. Krebs
-------------------
Walter L. Krebs
<PAGE> 8
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal
this 1st day of September, 1999.
/s/ Sandra E. Laney
-------------------
Sandra E. Laney
<PAGE> 9
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 6th day of September, 1999.
/s/ Spencer S. Lee
------------------
Spencer S. Lee
<PAGE> 10
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 1st day of September, 1999.
/s/ Kevin J. McNamara
---------------------
Kevin J. McNamara
<PAGE> 11
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 7th day of September, 1999.
/s/ John M. Mount
-----------------
John M. Mount
<PAGE> 12
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 2nd day of September, 1999.
/s/ Donald E. Saunders
----------------------
Donald E. Saunders
<PAGE> 13
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 2nd day of September, 1999.
/s/ Paul C. Voet
----------------
Paul C. Voet
<PAGE> 14
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that the undersigned, a Director of
Chemed Corporation, hereby constitutes and appoints Edward L. Hutton, Timothy S.
O'Toole, Arthur V. Tucker and Naomi C. Dallob the true and lawful
attorneys-in-fact of the undersigned, with full power in each to act without the
others, for and in the name of the undersigned as such Director to sign any and
all Registration Statements and amendments thereto, including Post-Effective
Amendments, filed with the Securities and Exchange Commission relating to
registration under the Securities Act of 1933 of interests in or Capital Stock
of Chemed Corporation to be offered and sold pursuant to its 1999 Long-Term
Employee Incentive Plan.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
this 8th day of September, 1999.
/s/ George J. Walsh III
-----------------------
George J. Walsh III
