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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Amedisys, Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[LOGO OF AMEDYSIS APPEARS HERE]
3029 S. SHERWOOD FOREST BLVD., SUITE 300
BATON ROUGE, LOUISIANA 70816
(504)292-2031 (PHONE); (504)292-8163 (FAX)
HTTP://WWW.AMEDISYS.COM
July 2, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
of Amedisys, Inc. to be held on Thursday, July 16, 1998 at 10:00 a.m. (CDT) at
Glynnwood located at 6230 Blue Bonnet, Baton Rouge, Louisiana. We look forward
to this opportunity to update you on developments at Amedisys.
We hope you will attend the meeting in person. Whether you expect to be
present and regardless of the number of shares you own, please mark, sign and
mail the enclosed proxy in the envelope provided. Matters on which action will
be taken at the meeting are explained in detail in the notice and proxy
statement following this letter.
Sincerely,
/S/ William F. Borne
William F. Borne
Chief Executive Officer
<PAGE>
AMEDISYS, INC.
3029 S. SHERWOOD FOREST BOULEVARD
SUITE 300
BATON ROUGE, LOUISIANA 70816
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 16, 1998
To the Stockholders of Amedisys, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Amedisys,
Inc. (the "Company") will be held at Glynnwood located at 6230 Blue Bonnet,
Baton Rouge, Louisiana, at 10:00 a.m., central daylight time, on Thursday,
July 16, 1998, for the following purposes:
1. To elect five directors to serve until the next annual meeting of
Stockholders of the Company and until their successors have been duly
elected and qualified;
2. To consider and act upon a proposal to amend the Company's Certificate
of Incorporation increasing the number of authorized shares of common stock
("Common Stock") from 10,000,000 to 30,000,000 shares.
3. To consider and act upon a proposal to amend the Company's Certificate
of Incorporation increasing the number of authorized shares of preferred
stock ("Preferred Stock") from 2,500,000 to 5,000,000 shares.
4. To consider and act upon the proposed 1998 Employee Stock Option Plan;
5. To consider and act upon the proposed 1998 Directors Stock Option
Plan;
6. To consider and act upon the proposed 1998 Employee Stock Purchase
Plan;
7. To ratify the selection of Arthur Andersen LLP and Hannis T. Bourgeois
& Co., LLP as independent public accountants of the Company for the fiscal
year ending December 31, 1998; and
8. To consider and act upon a proposal to transact such other business as
may properly come before the meeting or any adjournment thereof.
Only Stockholders of record at the close of business on June 12, 1998, are
entitled to notice of and to vote at the meeting, or any adjournment thereof.
Stockholders unable to attend the Annual Meeting in person are requested to
read the enclosed Proxy Statement and then complete and deposit the Proxy
together with the power of attorney or other authority, if any, under which it
was signed, or a notarized certified copy thereof, with the Company's transfer
agent, American Stock Transfer & Trust Company, 40 Wall Street, New York, New
York 10005, at least 48 hours (excluding Saturdays, Sundays and statutory
holidays) before the time of the Annual Meeting or adjournment thereof or with
the chairman of the Annual Meeting prior to the commencement thereof.
Unregistered Stockholders who received the Proxy through an intermediary must
deliver the Proxy in accordance with the instructions given by such
intermediary.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ William F. Borne
William F. Borne, Chief Executive
Officer
July 2, 1998
THE PROXY STATEMENT WHICH ACCOMPANIES THIS NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS CONTAINS MATERIAL INFORMATION CONCERNING THE MATTERS TO BE
CONSIDERED AT THE MEETING, AND SHOULD BE READ IN CONJUNCTION WITH THIS NOTICE.
<PAGE>
AMEDISYS, INC.
3029 S. SHERWOOD FOREST BOULEVARD
SUITE 300
BATON ROUGE, LOUISIANA 70816
----------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished to stockholders (the "Stockholders")
in connection with the solicitation of proxies by the Board of Directors of
Amedisys, Inc. (the "Company") for use at the Annual Meeting of Stockholders
(the "Annual Meeting") to be held at Glynnwood located at 6230 Blue Bonnet,
Baton Rouge, Louisiana, at 10:00 a.m., central daylight time, on Thursday,
July 16, 1998, and at any adjournments thereof for the purpose of considering
and voting upon the matters set forth in the accompanying Notice of Annual
Meeting of Stockholders (the "Notice"). This Proxy Statement and the
accompanying form of proxy are first being mailed to Stockholders on or about
July 2, 1998. All costs of soliciting proxies will be borne by the Company.
The close of business on June 12, 1998, has been fixed as the record date
for the determination of Stockholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. As of the record date, there were
3,060,021 shares of the Company's Common Stock, par value $.001 per share
("Common Stock"), issued and outstanding, and 750,000 shares of the Company's
Series A Convertible Preferred Stock, par value $.001 per share ("Series A
Preferred Stock") issued and outstanding that were convertible into, and
entitled to vote on the basis of, 1,630,888 shares of Common Stock (the
"Common Stock Equivalents").
The presence, in person or by proxy, of a majority of the outstanding shares
of Common Stock and the Common Stock Equivalents on the record date is
necessary to constitute a quorum at the Annual Meeting. Abstentions and broker
non-votes will be counted towards a quorum. If a quorum is not present or
represented by proxy at the Annual Meeting, the Stockholders present or
represented by proxy at the Annual Meeting have the power to adjourn the
Annual Meeting from time to time, without notice other than an announcement at
the Annual Meeting, until a quorum is present or represented by proxy. At any
such adjourned Annual Meeting at which a quorum is present or represented by
proxy, any business may be transacted that might have been transacted at the
original Annual Meeting.
With respect to the election of directors, votes may be cast in favor or
withheld. Directors are elected by a plurality of the votes cast at the Annual
Meeting, and votes that are withheld will be excluded entirely from the vote
and will have no effect. Stockholders may not cumulate their votes in the
election of directors. The affirmative vote of a majority of the shares of
Common Stock and the Common Stock Equivalents present or represented by proxy
and entitled to vote at the Annual Meeting is required for approval of Items
2, 3, 4, 5, 6 and 7. Abstentions will have the same effect as a vote against a
proposal.
All shares represented by properly executed proxies, unless such proxies
have been previously revoked, will be voted at the Annual Meeting in
accordance with the directions set forth on such proxies. IF NO DIRECTION IS
INDICATED, THE SHARES WILL BE VOTED (i) FOR THE ELECTION OF THE NOMINEES NAMED
HEREIN, (ii) FOR THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK,
(iii) FOR THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK, (iv) FOR THE
PROPOSED 1998 EMPLOYEE STOCK OPTION PLAN, (v) FOR THE PROPOSED 1998 DIRECTORS
STOCK OPTION PLAN, (vi) FOR THE PROPOSED 1998 EMPLOYEE STOCK PURCHASE PLAN;
(vii) FOR THE PROPOSED INDEPENDENT PUBLIC ACCOUNTANTS, AND (viii) TO TRANSACT
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE>
The enclosed proxy, even though executed and returned, may be revoked at any
time prior to the voting of the proxy by one of the following methods: (a) the
execution and submission of a revised proxy, (b) written notice to the
Secretary of the Company, or (c) voting in person at the Annual Meeting.
ANNUAL REPORT
A copy of the Company's 1997 Annual Report to Stockholders is being mailed
with this Proxy Statement. The Annual Report does not form any part of the
material for solicitation of proxies.
The Company will provide, without charge, a copy of its Annual Report on
Form 10-K, including financial statements and exhibits thereto, upon written
request to Joann Rushing, Assistant Secretary of the Company, at 3029 South
Sherwood Forest Boulevard, Suite 300, Baton Rouge, Louisiana 70816. The
Company's fax number is (504) 292-8163 and its Internet address is
http://www.amedisys.com.
ITEM 1
ELECTION OF DIRECTORS
DIRECTOR NOMINEES
The directors are elected annually by the Stockholders of the Company. The
Bylaws of the Company provide that the number of directors will be determined
by the Board of Directors, but shall not be less than three. The Stockholders
will elect five directors for the coming year. All of the nominees presently
serve as directors of the Company.
Although the Board of Directors of the Company does not contemplate that any
of the nominees will be unable to serve, if such a situation arises prior to
the Annual Meeting, the persons named in the enclosed Proxy will vote for the
election of such person(s) as may be nominated by the Board of Directors.
William F. Borne (age 40). Mr. Borne founded the Company in 1982 and has
served as chief executive officer and a director since that time. In 1988, Mr.
Borne also founded and served as president and chief executive officer of
Amedisys Specialized Medical Services, Inc. until June 1993. Mr. Borne also
founded and served as chief executive officer of Amedisys Staffing Services,
Inc. and Amedisys Nursing Services, Inc.
Ronald A. LaBorde (age 41). Mr. LaBorde has been a director of the Company
since 1997. Since 1995, Mr. LaBorde has served as the president and chief
executive officer of Piccadilly Cafeterias, Inc. ("Piccadilly"). Mr. LaBorde
has been a member of the Piccadilly board of directors since 1992. Prior to
1995, Mr. LaBorde held various executive positions with Piccadilly including
executive vice president and chief financial officer from 1992 to 1995,
executive vice president, corporate secretary and controller, from 1986 to
1992 and vice president and assistant controller from 1982 to 1986. Mr.
LaBorde is a certified public accountant.
Jake L. Netterville (age 60). Mr. Netterville has been a director of the
Company since 1997. Mr. Netterville is the managing director of Postlethwaite
& Netterville, A Professional Accounting Corporation, one of the largest
privately held accounting firms in Louisiana. Mr. Netterville has held that
position since 1977. Mr. Netterville is a Certified Public Accountant and has
served as chairman of the board of the American Institute of CPAs ("AICPA"),
the highest national office in the accounting profession. Mr. Netterville is a
permanent member of the AICPA's Governing Council. Mr. Netterville serves as a
member of the board of directors of the Wall Street Deli, a Nasdaq listed
company, and Catalyst Vidalia Corporation. Mr. Netterville holds a B.S. in
accounting from Louisiana State University.
David R. Pitts (age 58). Mr. Pitts has been a director of the Company since
1997. Mr. Pitts is the president and chief executive officer of Pitts
Management Associates, Inc., a national hospital and healthcare consulting
firm. Mr. Pitts has over thirty-five years' experience in hospital operations,
healthcare planning and multi-
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institutional organization, and has served in executive capacities in a number
of hospitals, multi-hospital systems, and medical schools. Since 1984, Mr.
Pitts has served as president and chief executive officer of HSLI, Inc., a
company managing self-insured trusts and providing insurance consulting
services to corporations. Mr. Pitts serves as a director of Union Planters
Bank of Louisiana. Mr. Pitts holds a B.S. degree in management and economics
at Ohio State University and Masters degrees in both hospital administration
and public administration at the University of Minnesota.
Peter F. Ricchiuti (age 41). Mr. Ricchiuti has been a director of the
Company since 1997. Mr. Ricchiuti has been Assistant Dean and Director of
Research at Tulane University's A.B. Freeman School of Business since 1993,
and an adjunct professor of finance at Tulane since 1986. From 1993 to 1996,
Mr. Ricchiuti was the assistant dean and director of Career Development and
Placement at the A.B. Freeman School of Business at Tulane. From 1988 to 1993,
Mr. Ricchiuti was assistant state treasurer and chief investment officer for
the Department of the Treasury, State of Louisiana. Mr. Ricchiuti is a member
of the board of trustees for WYES-TV, the public broadcasting station in New
Orleans, Louisiana. Mr. Ricchiuti holds a B.S. degree from Babson College and
a MBA from the University of New Orleans.
BOARD OF DIRECTORS, COMMITTEES AND MEETINGS
The Board of Directors held eight meetings in 1997, and each director of the
Company attended at least 75% of all Board meetings. The Company maintains
audit and compensation committees ("Audit and Compensation Committees") and
all committee meetings were attended by a majority of committee members.
The Audit Committee was established to review, in consultation with the
independent auditors, the Company's financial statements, accounting and other
policies, accounting systems and system of internal controls. The Audit
Committee also recommends the engagement of the Company's independent auditors
and reviews other matters relating to the relationship of the Company with its
auditors. The Audit Committee was comprised of Dr. LeBlanc, Messrs. LaBorde
and Netterville and met twice during the last fiscal year. The Compensation
Committee was established to review and act on matters relating to
compensation levels and benefit plans for key executives of the Company, among
other things and is comprised solely of outside directors. The Compensation
Committee was comprised of Messrs. Ricchiuti, Pitts and Hession and met twice
during the last fiscal year. The Board of Directors currently has no
nominating committee or a committee performing a similar function. In April
1998, Messrs. Hession, Ostrowe, LeBlanc and Hartley resigned from the Board of
Directors. These resignations were not the result of any disagreements with
the Company on any matter relating to the Company's operations, policies or
practices.
DIRECTORS' FEES
Each director receives $1,000 per month during their term. Each director
will be eligible to receive options from the 1998 Directors Stock Option Plan
more particularly described in Item 5 hereof, although no determinations have
been made to date. All directors are entitled to reimbursement for reasonable
expenses incurred in attending such meetings.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, ("Exchange
Act") requires the Company's directors and executive officers, and persons who
own more than ten percent of the Company's Common Stock, to file reports of
ownership and changes of ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to the
Company pursuant to Section 16(a). Based solely on the reports received by the
Company, the Company believes that the directors, executive officers, and
greater than ten percent beneficial owners complied with all applicable filing
requirements during the fiscal year ended December 31, 1997.
THE BOARD OF DIRECTORS HAS NOMINATED THE ABOVE-REFERENCED DIRECTORS FOR
ELECTION BY THE STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE FOR THE
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ELECTION OF EACH OF THE NOMINEES LISTED ABOVE. THE ELECTION OF THESE DIRECTORS
REQUIRES A PLURALITY OF THE VOTES CAST BY THE HOLDERS OF SHARES OF COMMON
STOCK AND COMMON STOCK EQUIVALENTS PRESENT OR REPRESENTED BY PROXY AT THE
ANNUAL MEETING AND ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS.
ITEM 2
APPROVAL OF AN INCREASE IN AUTHORIZED COMMON STOCK
In April 1998, the Board of Directors approved an amendment to the
Certificate of Incorporation of the Company to increase to 30,000,000 the
number of shares of Common Stock authorized for issuance, and directed that
the amendment be submitted to a vote of Stockholders at the Annual Meeting.
The form of proposed amendment is attached to this Proxy Statement as Exhibit
"A."
Article Four of the Company's Certificate of Incorporation as currently in
effect authorizes the issuance of up to 10,000,000 shares of Common Stock. As
of the record date, 3,060,021 shares of Common Stock were outstanding and
2,611,953 shares were reserved for issuance upon conversion of outstanding
Preferred Stock, warrants and options of the Company. There were, therefore,
as of the Record Date, approximately 4,328,026 shares of authorized Common
Stock available for future issuance by the Company. The Board believes it
would be desirable to increase the number of shares of authorized Common Stock
in order to make available additional shares for possible stock splits,
acquisitions, financings, employee benefit plan issuances and for other such
corporate purposes as may arise. The Company currently does not have any
plans, arrangements, negotiations or understandings with regard to the
issuance of any Common Stock.
All newly authorized shares would have the same rights as the presently
authorized shares, including the right to cast one vote per share and to
participate in dividends when and to the extent declared and paid. While the
issuance of shares in certain instances may have the effect of stalling a
hostile takeover, the Board does not intend or view the increase in authorized
Common Stock as an anti-takeover measure nor is the Company aware of any
proposed or contemplated transaction of this type.
THE BOARD OF DIRECTORS HAS APPROVED THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION AND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT.
SUCH APPROVAL REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF
SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS PRESENT OR REPRESENTED BY
PROXY AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
ITEM 3
APPROVAL OF AN INCREASE IN AUTHORIZED PREFERRED STOCK
In April 1998, the Board of Directors approved an amendment to the
Certificate of Incorporation of the Company to increase to 5,000,000 the
number of shares of Preferred Stock authorized for issuance, and directed that
the amendment be submitted to a vote of Stockholders at the Annual Meeting.
The form of proposed amendment is attached to this Proxy Statement as Exhibit
"A."
Article Four of the Company's Certificate of Incorporation as currently in
effect authorizes the issuance of up to 2,500,000 shares of Preferred Stock.
As of the record date, 750,000 shares of Preferred Stock were outstanding.
There were, therefore, as of the Record Date, approximately 1,750,000 shares
of authorized Preferred Stock available for future issuance by the Company.
The Board believes it would be desirable to increase the number of shares of
authorized Preferred Stock in order to make available additional shares for
possible stock splits, acquisitions, financings, employee benefit plan
issuances and for other such corporate purposes as may arise. The Company
currently does not have any plans, arrangements, negotiations or
understandings with regard to the issuance of any Preferred Stock.
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Currently shares of Preferred Stock of the Company may be issued from time
to time in one or more classes or series, each of which class or series shall
have such distinctive designation or title as determined by the Board prior to
the issuance of the shares. Each class or series of Preferred Stock has such
voting powers, full or limited, or no voting powers, and such preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as stated in such
resolution or resolutions providing for the issue of such class or series of
Preferred Stock as may be adopted from time to time by the Board prior to the
issuance of any shares thereof. While the issuance of shares in certain
instances may have the effect of stalling a hostile takeover, the Board does
not intend or view the increase in authorized Preferred Stock as an anti-
takeover measure nor is the Company aware of any proposed or contemplated
transaction of this type.
THE BOARD OF DIRECTORS HAS APPROVED THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION AND UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADOPTION OF SUCH
AMENDMENT. SUCH ADOPTION REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
MAJORITY OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS PRESENT OR
REPRESENTED BY PROXY AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
ITEM 4.
ADOPTION OF THE 1998 STOCK OPTION PLAN FOR EMPLOYEES
The 1998 Stock Option Plan for Employees ("Plan") was adopted by the Board
of Directors in January 1998, subject to approval of the Stockholders. If
approved by the Stockholders, the Plan will allow stock option grants,
performance stock awards, restricted stock awards, and stock appreciation
rights ("SAR") as determined by the Compensation Committee. The Plan is
intended to replace the Company's Amended and Restated Stock Option Plan for
Employees which is currently in effect (the "Amended Stock Option Plan").
Options currently outstanding under the Amended Stock Option Plan will be re-
issued under the new Plan, with the only change in terms being the longer
exercise period under the new Plan. The Company does not intend to issue any
additional options under the Amended Stock Option Plan. The number of shares
of Common Stock underlying options currently outstanding under the Amended
Stock Option Plan is 926,499. Of the 926,499 shares of Common Stock underlying
currently outstanding options; (i) 113,332 shares underlying options are
currently exercisable, (ii) 42,857 shares are underlying options which become
exercisable in October 1998, (iii) 7,001 shares are underlying options which
become exercisable in May 1999, (iv) 42,857 shares are underlying options
which become exercisable in October 1998, (v) 56,476 shares are underlying
options which become exercisable in February 1999, (vi) 56,476 shares are
underlying options which become exercisable in February 2000, (vii) 105,000
shares are underlying options which become exercisable in September 1998 upon
the attainment of certain performance goals, (viii) 112,500 shares are
underlying options which become exercisable in October 1998 upon attainment of
certain performance goals, (ix) 142,500 shares are underlying options which
become exercisable in November 1998 upon the attainment of certain performance
goals, (x) 45,000 shares are underlying options which become exercisable in
December 1998 upon the attainment of certain performance goals, (xi) 62,500
shares are underlying options which become exercisable in August 1998, and
(xii) 62,500 shares are underlying options which become exercisable in August
1999. Expiration periods of the options currently outstanding range from 2001
to 2009. The Board has reserved 1,425,000 shares of Common Stock for issuance
pursuant to the Plan. The purpose of the Plan is to foster and promote the
financial success of the Company and increase Stockholder value by enabling
eligible key employees and others to participate in the long-term growth and
financial success of the Company. A summary of the Plan is set forth below,
and the full text of the Plan is attached hereto as Exhibit "B."
ELIGIBILITY. The Plan is open to key employees (including officers and
directors) and consultants of the Company and its affiliates ("Eligible
Persons").
TRANSFERABILITY. The grants are not transferrable.
CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The Plan will not effect the
right of the Company to authorize adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure. In the
event of an adjustment, recapitalization or reorganization the award shall be
adjusted accordingly. In the event of a merger, consolidation, or liquidation,
the Eligible Person will be eligible to receive a like number of
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shares of stock in the new entity he would have been entitled to if
immediately prior to the merger he had exercised his option. The Board may
waive any limitations imposed under the Plan so that all options are
immediately exercisable. All outstanding options may be canceled by the Board
upon written notice to the Eligible Person and by granting a period in which
the options may be exercised.
OPTIONS AND SARS. The Company may grant incentive or nonqualified stock
options.
Option price. Incentive options shall be not less than the greater of
(i)100% of fair market value on the date of grant, or (ii) the aggregate par
value of the shares of stock on the date of grant. The Compensation Committee,
at its option, may provide for a price greater than 100% of fair market value.
The price for 10% or more Stockholders shall be not less than 110% of fair
market value.
Duration. No option or SAR may be exercisable after the period of 10 years.
In the case of a 10% or more Stockholder no incentive option may be
exercisable after the expiration of five years.
Amount exercisable-incentive options. No option may be exercisable within
six months from its date of grant. In the event an Eligible Person exercises
incentive options during the calendar year whose aggregate fair market value
exceeds $100,000, the exercise of options over $100,000 will be considered non
qualified stock options.
Exercise of Options. Options may be exercised by written notice to the
Compensation Committee with:
(i) cash, certified check, bank draft, or postal or express money order
payable to the order of the Company for an amount equal to the option price
of the shares;
(ii) stock at its fair market value on the date of exercise;
(iii) an election to make a cashless exercise through a registered
broker-dealer (if approved in advance by the Compensation Committee);
(iv) an election to have shares of stock, which otherwise would be issued
on exercise, withheld in payment of the exercise price (if approved in
advance by the Compensation Committee); and/or
(v) any other form of payment which is acceptable to the Compensation
Committee, including without limitation, payment in the form of a
promissory note, and specifying the address to which the certificates for
the shares are to be mailed.
SARS. SARs may, at the discretion of the Compensation Committee, be included
in each option granted under the Plan to permit the Eligible Person to
surrender that option, or a portion of the part which is then exercisable, and
receive in exchange an amount equal to the excess of the fair market value of
the stock covered by the option, over the aggregate exercise price of the
stock. The payment may be made in shares of stock valued at fair market value,
in cash, or partly in cash and partly in shares of stock, as the Compensation
Committee determines. SARs may be exercised only when the fair market value of
the stock covered by the option surrendered exceeds the exercise price of the
stock. In the event of the surrender of an option, or a portion of it, to
exercise the SARs, the shares represented by the option or that part of it
which is surrendered, shall not be available for reissuance under the Plan.
Each SAR issued in tandem with an option (a) will expire not later than the
expiration of the underlying option, (b) may be for no more than 100% of the
difference between the exercise price of the underlying option and the fair
market value of a share of stock at the time the SAR is exercised, (c) is
transferable only when the underlying option is transferable, and under the
same conditions, and (d) may be exercised only when the underlying option is
eligible to be exercised.
TERMINATION OF OPTIONS OR SARS. Unless expressly provided in the option or
SAR agreement, options or SARs shall terminate one day less than three months
after an employee's severance of employment with the Company other than death,
disability or retirement.
Death. Unless the option or SAR expires sooner, the option or SAR will
expire one year after the death of the Eligible Person.
Disability. Unless the option or SAR expires sooner, the option or SAR will
expire one day less than one year after the disability of the Eligible Person.
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Retirement. Unless it is expressly provided otherwise in the option
agreement, before the expiration of an incentive option, the employee shall be
retired in good standing from the employ of the Company under the then
established rules of the Company, the incentive option shall terminate on the
earlier of the option's expiration date or one day less than one year after
his retirement; provided, if an incentive option is not exercised within
specified time limits prescribed by the Internal Revenue Code (the "Code"), it
will become a nonqualified option by operation of law. Unless it is expressly
provided otherwise in the option agreement, if before the expiration of a
nonqualified option, the employee shall be retired in good standing from the
employ of the Company under the then established rules of the Company, the
nonqualified option shall terminate on the earlier of the nonqualified
option's expiration date or one day less than one year after his retirement.
In the event of retirement, the employee shall have the right prior to the
termination of the nonqualified option to exercise the nonqualified option, to
the extent to which he was entitled to exercise it immediately prior to his
retirement, unless it is expressly provided otherwise in the option agreement.
Upon retirement, a SAR shall continue to be exercisable for the remainder of
the term of the SAR agreement.
RELOAD OPTIONS. The Board or Compensation Committee shall have the authority
(but not an obligation) to include as part of any option agreement a provision
entitling the Eligible Person to a further option (a "Reload Option") in the
event the Eligible Person exercises the option in accordance with the Plan and
the terms and conditions of the option agreement. Any such Reload Option (a)
shall be for a number of shares equal to the number of shares surrendered as
part or all of the exercise price of such option, (b) shall have an expiration
date which is the greater of (i) the same expiration date of the option the
exercise of which gave rise to such Reload Option, or (ii) one year from the
date of grant of the Reload Option, and (c) shall have an exercise price which
is equal to one hundred percent (100%) of the fair market value of the stock
subject to the Reload Option on the date of exercise of the original option.
Notwithstanding the foregoing, a Reload Option which is an incentive option
and which is granted to a 10% Stockholder, shall have an exercise price which
is equal to one hundred ten percent (110%) of the fair market value of the
stock subject to the Reload Option on the date of exercise of the original
option and shall have a term which is no longer than five (5) years.
RESTRICTED STOCK AWARDS. The Compensation Committee may issue shares of
stock to an Eligible Person subject to the terms of a restricted stock
agreement. The restricted stock may be issued for no payment by the Eligible
Person or for a payment below the fair market value on the date of grant.
Restricted stock shall be subject to restrictions as to sale, transfer,
alienation, pledge or other encumbrance and generally will be subject to
vesting over a period of time specified in the restricted stock agreement. The
Compensation Committee shall determine the period of vesting, the number of
shares, the price, if any, of stock included in a restricted stock award, and
the other terms and provisions which are included in a restricted stock
agreement.
AWARD OF PERFORMANCE STOCK. The Compensation Committee may award shares of
stock, without any payment for such shares, to designated Eligible Persons if
specified performance goals established by the Compensation Committee are
satisfied. The terms and provisions herein relating to these performance based
awards are intended to satisfy Section 162(m) of the Code and regulations
issued thereunder. The designation of an employee eligible for a specific
performance stock award shall be made by the Compensation Committee in writing
prior to the beginning of the period for which the performance is measured (or
within such period as permitted by IRS regulations).
AMENDMENT OR TERMINATION OF THE PLAN. The Board may amend, terminate or
suspend the Plan at any time, in its sole and absolute discretion; provided,
however, that to the extent required to qualify the Plan under Rule 16b-3
promulgated under Section 16 of the Exchange Act, no amendment that would (a)
materially increase the number of shares of stock that may be issued under the
Plan, (b) materially modify the requirements as to eligibility for
participation in the Plan, or (c) otherwise materially increase the benefits
accruing to participants under the Plan, shall be made without the approval of
the Company's Stockholders; provided further, however, that to the extent
required to maintain the status of any incentive option under the Code, no
amendment that would (a) change the aggregate number of shares of stock which
may be issued under incentive options, (b) change the class of employees
eligible to receive incentive options, or (c) decrease the option price for
incentive options below the fair market value of the stock at the time it is
granted, shall be made without the approval of the Stockholders. Subject to
the preceding sentence, the Board shall have the power to make any changes in
the
7
<PAGE>
Plan and in the regulations and administrative provisions under it or in any
outstanding incentive option as in the opinion of counsel for the Company may
be necessary or appropriate from time to time to enable any incentive option
granted under this Plan to continue to qualify as an incentive stock option or
such other stock option as may be defined under the Code so as to receive
preferential federal income tax treatment.
The following table illustrates the benefits to be issued under the new
Plan:
NEW PLAN BENEFITS
1998 STOCK OPTION PLAN
<TABLE>
<CAPTION>
DOLLAR NUMBER
NAME AND POSITION VALUE ($)(1) OF OPTIONS
- ----------------- ------------ ----------
<S> <C> <C>
William F. Borne, CEO.................................. $ 450,295 72,775
Lynne Shackelford-Bernhard, President, Amedisys
Resource Management................................... $ 225,188 36,394
Mitchel G. Morel, Chief Financial Officer.............. $ 283,870 45,878
Charles M. McCall, President, Staffing and Patient Care
Services.............................................. $ 144,243 23,312
Executive Group........................................ $1,504,033 243,076
Non-Executive Director Group........................... $ 226,889 36,669
Non-Executive Officer Employee Group................... $2,989,194 468,395
</TABLE>
- --------
(1) Dollar value was calculated using the average exercise price of the
options which is $6.1875.
THE BOARD OF DIRECTORS HAS APPROVED THE ADOPTION OF THE PLAN AND UNANIMOUSLY
RECOMMENDS A VOTE FOR THE PROPOSED PLAN. SUCH ADOPTION REQUIRES THE
AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF SHARES OF COMMON STOCK AND
COMMON STOCK EQUIVALENTS PRESENT OR REPRESENTED BY PROXY AND ENTITLED TO VOTE
AT THE ANNUAL MEETING.
ITEM 5
APPROVAL OF THE 1998 DIRECTORS STOCK OPTION PLAN
The 1998 Directors Stock Option Plan ("Directors Plan") provides for the
automatic grant of options to eligible directors. The purpose of the Directors
Plan is to secure for the Company and its Stockholders, the benefits arising
from stock ownership by its directors. The Directors Plan provides a means
whereby such directors may purchase shares of Common Stock pursuant to options
granted under the Directors Plan. Subject to the anti-dilution provisions
discussed below, there are 75,000 shares of Common Stock reserved for issuance
upon the exercise of options. A summary of the Directors Plan is set forth
below, and the full text of the Directors Plan is attached hereto as Exhibit
"C."
ELIGIBILITY. All members of the Company's Board of Directors, who are not
employees of the Company, are eligible to receive grants of options ("Eligible
Directors").
AUTOMATIC GRANTS OF OPTIONS. Each Eligible Director receives automatic
grants of options based upon specific criteria set forth in the Directors
Plan. Each Eligible Director receives an initial grant of options on the later
of (i) the date the Eligible Director becomes a member of the Board of
Directors, and (ii) July 1 of each year thereafter, for as long as such member
serves as a director during the term of the Directors Plan.
Each Eligible Director receives options to purchase 5,000 shares of Common
Stock on each grant date for service on the Board. Each Eligible Director who
serves on a permanent committee of the Board, other than the Executive
Committee receives an additional option to purchase 1,000 shares for each
committee participation. Executive Committee members receive an option to
purchase 2,000 shares for such participation.
In addition, on each grant date an Eligible Director who serves as a
chairman of a permanent committee, other than the Executive Committee,
receives an additional option to purchase 1,500 shares of Common Stock. The
chairman of the Executive Committee receives an option to purchase 2,500
shares of Common Stock. All such options are in addition to options granted
because of committee participation.
EXERCISE PRICE. The exercise price of each option is equal to the fair
market value of the Company's Common Stock underlying the option, at the time
of grant. The exercise price may be paid (i) in cash or by
8
<PAGE>
cashier's check, or (ii) by delivery of shares of Common Stock already owned
by the Eligible Director, which have a fair market value at the time of
exercise, equal to the aggregate exercise price.
NON-TRANSFERABILITY AND RESTRICTIONS ON EXERCISES. No option granted under
the Directors Plan is transferable by the Eligible Director otherwise than by
will or the laws of descent and distribution. An option is only exercisable
during the Eligible Directors lifetime by the Eligible Director. In the event
of the Eligible Director's death, the personal representative or the person
who acquires the right to exercise the option by bequest or inheritance may
exercise the options at any time during the lesser of (i) the remaining term
of the option, or (ii) one year from the date of the Eligible Directors'
death. All options granted under the Director's Plan are not exercisable for a
period of six (6) months after the date of grant, except in the case of an
Eligible Director's death or permanent disability, upon which event an option
becomes immediately exercisable for a period equal to one year thereafter.
TERM OF THE OPTIONS. All options granted under the Directors Plan expire, if
not previously exercised, five (5) years from the date of grant. If the
Eligible Director's membership on the Board terminates for any reason, any
options held on such date terminate upon the lesser of (i) one year from the
date of termination, or (ii) the remaining term of the option.
TAX CONSEQUENCES. Under present tax law, the federal income tax treatment of
options granted under the Directors is as generally described below. Local and
state tax authorities may also tax compensation awarded under the Directors
Plan.
All options granted under the Directors Plan are non-qualified stock
options. Non-qualified stock options are all options which do not qualify for
incentive stock option treatment under Section 422 of the Code. If a non-
qualified stock option has a readily ascertainable fair market value at the
time of grant, the optionee realizes ordinary income either (a) when his
rights in the option becomes transferable; or (b) when the right to an option
is not subject to a substantial risk of forfeiture. Ordinary income will be
equal to the fair market value of the option less any amount paid by the
optionee. If the option does not have an ascertainable fair market value at
the time of grant, income is realized at the time the option is exercised.
Such income would be the positive difference between the fair market value of
the common stock received at the time of exercise and the exercise price paid.
Upon the sale of the Common Stock received upon exercise, the difference
between the sale price and the fair market value on the date of exercise will
be treated as capital gain or loss.
The Company will be entitled to a deduction for federal income tax purposes
at the same time and in the same amount as an optionee is required to
recognize ordinary income as described above. To the extent an optionee
realizes capital gains as described above, the Company will not be entitled to
any deduction for Federal income tax purposes.
The foregoing discussion does not purport to be a complete summary of the
effects of federal income taxation upon holders of options or upon the
Company. It also does not reflect provisions of the income tax laws of any
municipality, state or foreign country in which an optionee may reside.
ANTI-DILUTION PROVISIONS. In the event of a change, such as a stock split or
stock dividend, in the Company's capitalization, which results in a change in
the number of outstanding shares of common stock, without receipt of
consideration, an appropriate adjustment will be made in the exercise price
of, and the number of shares subject to, all outstanding options. An
appropriate adjustment will also be made in the total number of shares
authorized for issuance under the Directors Plan.
RELOAD OPTIONS. The Directors Plan provides for the automatic grant of
reload options to an optionee who would pay all, or part of, an option
exercise price by the delivery of shares of Common Stock already owned by such
optionee. Reload options would be granted for each share so tendered. The
exercise price of such reload options is the fair market value of the Common
Stock on the date the original option is exercised. All other terms of the
reload options are identical to the terms of the original option.
9
<PAGE>
THE BOARD OF DIRECTORS HAS APPROVED THE ADOPTION OF THE DIRECTORS PLAN AND
UNANIMOUSLY RECOMMENDS A VOTE FOR ADOPTION OF SUCH DIRECTORS PLAN. SUCH
APPROVAL REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY SHARES OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS PRESENT OR REPRESENTED BY PROXY AND ENTITLED TO
VOTE AT THE ANNUAL MEETING.
ITEM 6
APPROVAL OF THE 1998 EMPLOYEE STOCK PURCHASE PLAN
GENERAL
The Board of Directors of the Company adopted the 1998 Employee Stock
Purchase Plan ("1998 ESPP") in April 1998, subject to the approval of the
Stockholders of the Company. The 1998 ESPP is intended to encourage ownership
of Common Stock by employees and to encourage employees to remain with the
Company or its subsidiaries through an opportunity to share in the increased
value of the Common Stock to which the employees contribute. The 1998 ESPP is
for the benefit of all eligible full-time employees of the Company and its
subsidiaries, both officers and non-officers. A summary of the 1998 ESPP is
set forth below, and the full text of the 1998 ESPP is attached hereto as
Exhibit "D."
ELIGIBILITY AND PARTICIPATION; ADMINISTRATION
The 1998 ESPP authorizes the Company to issue options to eligible employees
to purchase shares of Common Stock at 85% of the fair market value of Common
Stock on the first business day of each offering period which commences on
January 1 and July 1 of each year, except for the initial offering period
which shall commence August 1, 1998. Administration of the 1998 ESPP will be
vested in the Board of Directors, or a committee named by the Board of
Directors. All employees of the Company or its subsidiaries (excluding
employees whose scheduled employment is less than 20 hours per week or less
than five months per year) who complete one or more years of continuous
service as of August 1, 1998 are eligible for participation. Participants in
the 1998 ESPP shall elect to have payroll deductions made on each payday
during the offering period in an amount not less than 1% and not more than 15%
of such participant's compensation on such payday. At the beginning of each
offering period, each eligible employee participating in the 1998 ESPP shall
be granted an option to purchase a number of shares of the Company's Common
Stock determined by dividing such employee's contribution accumulated prior to
the purchase date by the lower of (i) 85% of the fair market value of a share
of the Company's Common Stock on the offering date, or (ii) 85% of the fair
market value of the Company's Common Stock on the purchase date; provided
however, that the maximum number of shares the employee may purchase during
the offering period is 5,000.
Purchase rights are not transferable except by will or by the laws of
descent and distribution. Shares offered under the 1998 ESPP will be subject
to adjustment in the case of stock dividends, stock splits and certain other
stock changes. In addition, no option granted under the 1998 ESPP will permit
a participant to purchase in any single calendar year shares of stock,
together with all other shares which the participant may be entitled to
purchase under all employee stock purchase plans in such year, at a rate in
excess of $25,000 in fair market value (such fair market value determined at
the time the option is granted) for each calendar year in which such option is
outstanding.
CERTAIN FEDERAL TAX CONSEQUENCES
The 1998 ESPP is intended to comply with the requirements governing employee
stock purchase plans set forth in the Code. Certain favorable tax consequences
are afforded to purchasers of stock pursuant to an employee stock purchase
plan meeting those requirements. If a participant acquires stock under such a
plan and holds it for a period of more than two years from the date the option
is granted and more than one year from the date the option is exercised, he
would not realize any ordinary income on exercise but would realize ordinary
income upon disposition of such stock to the extent of the excess of the fair
market value of such stock at the
10
<PAGE>
time the option was granted over its option price (which in the 1998 ESPP
would be the amount of the 15% reduction in price), and he would report any
additional gain as capital gain. If such stock is disposed of when its fair
market value is less than its fair market value at the time the option was
granted, the amount of ordinary income is limited to the excess of the fair
market value at the time of disposition over the option price. Neither the
grant of an option under an employee stock purchase plan meeting the
requirements in the Code nor the exercise of such an option has tax
consequences to the Corporation. If a participant disposes of stock acquired
pursuant to such an option within two years from the date the option is
granted or one year from the date the option is exercised, he must report as
ordinary income the difference between the option price and the fair market
value of the stock at the time the option was exercised, and the Corporation
may take an income tax deduction in that amount.
THE BOARD OF DIRECTORS HAS APPROVED THE 1998 ESPP AND UNANIMOUSLY RECOMMENDS
A VOTE FOR THE PROPOSED PLAN. SUCH APPROVAL REQUIRES THE AFFIRMATIVE VOTE OF
THE HOLDERS OF A MAJORITY OF SHARES OF COMMON STOCK AND COMMON STOCK
EQUIVALENTS PRESENT OR REPRESENTED BY PROXY AND ENTITLED TO VOTE AT THE ANNUAL
MEETING.
ITEM 7
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors wishes to obtain from the Stockholders a ratification
of the Board's action in appointing Arthur Andersen LLP and Hannis T.
Bourgeois & Co., LLP, as independent public accountants of the Company, for
the fiscal year ending December 31, 1998. The engagement of Arthur Andersen
LLP and Hannis T. Bourgeois & Co., LLP for audit services has been approved by
the Board of Directors. Representatives from each firm are expected to be
present at the Annual Meeting, will have an opportunity to make a statement if
they so desire, and are expected to be available to respond to appropriate
questions.
In the event the appointment of Arthur Andersen LLP and Hannis T. Bourgeois
& Co., LLP, as the Company's independent public accountants for fiscal year
1998 is not ratified by the Stockholders, the adverse vote will be considered
as a direction to the Board of Directors to select other auditors for the
following year. However, because of the difficulty in making any substitution
of auditors so long after the beginning of the current year, it is
contemplated that the appointment for the fiscal year 1998 will be permitted
to stand unless the Board finds other good reason for making a change.
THE BOARD OF DIRECTORS HAS APPROVED THE APPOINTMENT OF ARTHUR ANDERSEN LLP
AND HANNIS T. BOURGEOIS & CO. LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 1998
AND UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF SUCH APPOINTMENT. SUCH
RATIFICATION REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF
SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS PRESENT OR REPRESENTED BY
PROXY AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
11
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE CAPACITY
---- --- --------
<S> <C> <C>
William F. Borne(1). 40 Chief Executive Officer
James P. Cefaratti.. 55 President, Chief Operating Officer and Secretary
Mitchel G. Morel.... 37 Chief Financial Officer
Cindy L. Doll....... 37 Vice President of Human Resources
Larry R. Graham..... 32 Senior Vice President of Operations
Michael D. Lutgring. 28 General Counsel
Joann B. Rushing.... 47 Executive Vice President
</TABLE>
- --------
(1) Biographical information with respect to this officer was previously
described in Item 1.
James P. Cefaratti has served as president and chief operating officer of
the Company since August, 1997, and secretary since April 1998. Mr. Cefaratti
was president and chief executive officer of Global Vision, Inc. from April
1995 to July 1997. From August 1993 until April 1995, Mr. Cefaratti was a
private investor involved in the purchase and sale of small health care
companies. In 1989, Mr. Cefaratti joined Home Intensive Care, Inc. as
president and chief executive officer, until it was sold to W.R. Grace & Co.
in June 1993.
Mitchel G. Morel has served as chief financial officer of the Company since
June 1994 and also served as vice president of finance from February 1991. Mr.
Morel is responsible for directing financial activities and financial
reporting systems of the Company. From October 1989 to January 1991, Mr. Morel
served as comptroller of Amedisys Staffing Services, Inc., a subsidiary of the
Company. Mr. Morel has a Bachelor of Science degree in business administration
with a major in accounting from Louisiana State University and is licensed as
a Certified Public Accountant in the state of Louisiana.
Cindy L. Doll has served as vice president of human resources of the Company
since March 1996. From March 1995 until March 1996, Ms. Doll was human
resources director of the Company. From July 1995 until March 1995, Ms. Doll
was the benefits coordinator of the Company. From January 1993 until July
1993, Ms. Doll was office manager of MedAmerica, Inc., a subsidiary of the
Company. Ms. Doll received a Bachelor of Arts degree from the University of
Pennsylvania.
Larry R. Graham has served as senior vice president of operations of the
Company since December 1997. From April 1996 until December 1997, Mr. Graham
was vice president, finance of the Company. From July 1993 until April 1996,
Mr. Graham was director of financial services of General Health Systems. Mr.
Graham received a Bachelor of Science degree in business administration from
the University of Southern Mississippi.
Michael D. Lutgring has served as general counsel of the Company since
November 1997. From October 1996 until November 1997, Mr. Lutgring operated
his own law practice. Mr. Lutgring received his Juris Doctorate from Louisiana
State University in May 1996.
Joann B. Rushing has served as executive vice president of the Company since
October 1997. From June 1995 until June 1997, Ms. Rushing was officer and vice
president, marketing and public relations of Global Vision, Inc. From January
1994 until June 1995, Ms. Rushing was executive vice president and partner of
Medical Data Resources. From June 1993 until January 1994, Ms. Rushing was an
independent consultant with various companies in the health care,
manufacturing and retail industries.
There is no family relationship between or among any executive officers and
directors.
12
<PAGE>
STOCK OWNERSHIP
The following table sets forth, as of June 12, 1998, certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known to the Company who beneficially owns more than 5% of the
Company's outstanding Common Stock, (ii) each director, (iii) all named
executive officers, and (iv) all directors and officers as a group:
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME AND ADDRESS(1) COMMON STOCK VOTING POWER(2)
------------------- ------------ ---------------
<S> <C> <C>
Terra Healthy Living, Ltd........................ 826,317(3) 17.6%
William F. Borne................................. 432,359(4) 9.2%
Lynne Shackelford-Bernhard....................... 56,605(5) 1.2%
Mitchel G. Morel................................. 39,155(6) *
Charles M. McCall................................ 33,754(7) *
Cindy L. Doll.................................... 5,687(8) *
David Pitts...................................... 5,000 *
Larry R. Graham.................................. 2,338(9) *
Peter F. Ricchiuti............................... 2,000 *
Ronald A. LaBorde................................ 2,000 *
Jake Netterville................................. 2,000 *
Michael D. Lutgring.............................. 793 *
James P. Cefaratti............................... -- *
Joann B. Rushing................................. -- *
All officers and directors as a group (11 per-
sons)........................................... 491,332(10) 10.3%
</TABLE>
- --------
(*) Less than one percent.
(1) Each address is the Company, except for (i) Terra Healthy Living, Ltd.,
at Bahnofplatz 9, 8001 Zurich, Switzerland, (ii) David Pitts, at 7946
Goodwood Boulevard, Baton Rouge, LA 70806, and (iii) Peter F. Ricchiuti,
Associate Dean, Director of Research, A.B. Freeman School of Business,
Tulane University, New Orleans, LA 70118.
(2) Includes Common Stock and Common Stock Equivalents.
(3) Includes 826,317 shares of Company Common Stock underlying 380,000 shares
Series A Preferred Stock.
(4) Includes options to purchase 26,425 shares of Common Stock.
(5) Includes options to purchase 14,298 shares of Common Stock.
(6) Includes options to purchase 17,459 shares of Common Stock.
(7) Includes options to purchase 7,904 shares of Common Stock.
(8) Includes options to purchase 5,687 shares of Common Stock.
(9) Includes options to purchase 2,338 shares of Common Stock.
(10) Includes options to purchase 51,909 shares of Common Stock.
13
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company to the chief executive officer and for all other executive
officers whose total annual salary and bonus exceeded $100,000 during 1997.
The Company maintains a disability insurance policy and life insurance policy
on Mr. Borne under which the Company is a beneficiary. These policies are
pledged as collateral for a bank loan of the Company. The named executive
officers received perquisites and other personal benefits in amounts less than
10% of their total annual salary and bonus.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------- ------------
OTHER ANNUAL ALL OTHER
YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION
---- -------- ------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ 1997 $ 190,00 $20,000 $1,987 34,525 --
Chief Executive Officer 1996 153,771 20,000 -- 35,000 --
1995 133,519 -- -- 3,250 --
Lynne Shackelford-
Bernard(2)............. 1997 $100,000 $43,649 $3,450 14,644 --
President, 1996 90,645 17,500 -- 18,500 --
Amedisys Resource 1995 78,958 -- -- 3,250 --
Management
Mitchel G. Morel........ 1997 $100,000 $12,500 $1,000 24,128 --
Chief Financial Officer 1996 87,698 17,500 -- 18,500 --
1995 84,297 -- -- 3,250 --
Charles M. McCall(2).... 1997 $ 82,812 $33,203 $4,501 13,612 --
President, 1996 75,071 5,525 -- 9,500 --
Staffing and Patient 1995 -- -- -- -- --
Care Services
</TABLE>
- --------
(1) Comprised solely of a car allowance.
(2) Ms. Shackelford-Bernard and Mr. McCall were executive officers for the
fiscal year ended December 31, 1997. In April 1998, the board of directors
appointed new executive officers and declined to appoint Ms. Shackelford-
Bernard and Mr. McCall as executive officers. Ms. Shackelford-Bernard and
Mr. McCall remain employees of the Company.
EMPLOYMENT AGREEMENTS
Except for Mr. Borne, none of the officers of the Company is subject to an
employment agreement. On October 1, 1996, Mr. Borne entered into an employment
agreement with the Company with a term through December 31, 1997 which
provides for successive one-year renewals unless either party gives 30-day
written notice of its election not to renew prior to the expiration of the
term. The agreement provides for a base salary of $16,666 monthly, which may
be adjusted by the Board of Directors, and an annual bonus equal to the
greater of (i) 25% of the base salary for the applicable year if the Company
achieves a 20% or greater increase in its stock price, or (ii) 100% of the
base salary for the applicable year if the Company's earnings per share is at
or above the Company's budgeted projection for such year or if the Company
achieves a 50% or greater increase in its stock price. Mr. Borne is entitled
to participate in Company benefit plans, receives 20 business days vacation,
the use of an automobile with a value of at least $50,000, plus reasonable
expenses. Pursuant to the agreement, Mr. Borne has the option to borrow up to
$125,000 in the form of a three year loan bearing interest at the Company's
best borrowing rate, the outstanding balance of which is currently $64,000. In
the event of termination of employment for death or disability, Mr. Borne
shall be entitled to payment of salary and bonus for the lesser of one year or
the remaining term under the agreement. In the event of termination without
cause or if Mr. Borne resigns for good reason he shall be entitled to the
payment of the full base salary for the period of one year and an amount equal
to the aggregate bonus amount paid to Mr. Borne for the most recently
completed calendar year. Additionally, the agreement provides that during its
term and for a one-year period thereafter, Mr. Borne shall not compete with
the Company.
14
<PAGE>
STOCK OPTIONS
The Company's Amended Stock Option Plan provides for the issuance of an
aggregate of 1,000,000 shares of Common Stock upon exercise of options granted
pursuant to such Amended Stock Option Plan. As of December 31, 1997, options
to purchase an aggregate of 957,065 shares were outstanding under the Option
Plan.
1997 STOCK OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSURED ANNUAL
RATES OF STOCK
PERCENT PRICE
OF EXERCISE APPRECIATION
OPTIONS TOTAL PRICE FOR OPTION TERM
GRANTED OPTIONS (PER EXPIRATION ---------------
NAME (SHARES) GRANTED SHARE) DATE 5% 10%
---- -------- ------- -------- ------------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ 34,525 3.6% $6.20 February 2007 $30,835 $43,071
Lynne Shackelford-
Bernhard............... 14,644 1.5% $6.20 February 2007 $13,079 $17,269
Mitchel G. Morel........ 24,128 2.5% $6.20 February 2007 $21,549 $30,099
Charles M. McCall....... 13,612 1.4% $6.20 February 2007 $12,158 $16,982
</TABLE>
AGGREGATED OPTION EXERCISES IN 1997
AND YEAR-END OPTION VALUES NAME
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS IN-THE-MONEY OPTIONS(*)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William F. Borne........ -- -- 26,425 46,330 $ 0 $ 0
Lynne Shackelford-Bern-
hard................... -- -- 14,298 22,096 $ 0 $ 0
Mitchel G. Morel........ -- -- 17,459 28,419 $ 0 $ 0
Charles M. McCall....... -- -- 7,904 15,408 $ 0 $ 0
</TABLE>
- --------
* Computed based on the differences between the fair market value and
aggregate exercise prices.
CERTAIN TRANSACTIONS
In March 1998, the Company completed a private placement of 750,000 shares
of Series A Preferred Stock to accredited investors at a purchase price of
$10.00 per share ("Private Placement") in reliance upon an exemption from
registration under the Securities Act of 1933 (the "Act"). In December 1997,
the Board of Directors established a series of shares setting forth the
preferences, rights, and limitations and authorizing the issuance of up to
1,000,000 shares of Series A Preferred Stock. The face value of the Series A
Preferred Stock is $10 per share (the "Face Value"). The Series A Preferred
Stock is convertible, at any time at the holder's option, initially into a
number of shares of Common Stock equal to the Face Value divided by 88% (the
"Conversion Factor") of $5.256, or $4.625 (the "Conversion Rate"). Pursuant to
the terms of the Private Placement, the Company agreed to register the resale
of shares of Common Stock underlying the Series A Preferred Stock, and have
the registration statement declared effective by May 27, 1998. The
registration statement was not declared effective on May 27, 1998, accordingly
pursuant to the terms of the Private Placement the Conversion Factor was
reduced by .5%. The Conversion Factor shall continue to decrease by .5% on the
first day of each month in the event that any of the shares of Common Stock
underlying the shares of Series A Preferred Stock continue not to be publicly
tradeable pursuant to an effective registration statement under the Act. To
date, the registration statement has not been declared effective. The Series A
Preferred Stock will automatically convert to shares of Common Stock if the
average sales price for the Common Stock exceeds $7.09 for fifteen consecutive
trading days. The Series A Preferred Stock is not redeemable by the Company.
The holders of the Series A Preferred Stock will be entitled to receive
dividends, if and when they are declared by the Board of Directors. The
liquidation preference of the Series A Preferred Stock is the Face Value,
subject to adjustment. The Series A Preferred Stock is senior to all
outstanding classes and series of the Company's capital stock. Each holder of
shares of Series A Preferred Stock is entitled to one vote for each share of
Common Stock underlying the Series A Preferred Stock. In connection with the
Private Placement, Terra Healthy Living, Ltd. purchased 380,000 shares of
Series A Preferred Stock, which as of the record date was convertible into
826,317 shares of Common stock. Terra Healthy Living, Ltd. is only affiliated
with the Company through its stock ownership.
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Notes receivable from related parties consist of unsecured and non-interest
bearing notes from the chief executive officer totaling approximately $64,000
at December 31, 1997 and $65,000 at March 31, 1998. The maturity dates for the
notes receivable from the chief executive officer are as follows: (i) $8,000
payable in December 1998, (ii) $18,000 payable in December 1999, and (iii)
$38,000 payable in December 2000. Additional notes receivable from related
parties consist of receivables from the Internal Medicine Clinic of
Tangipahoa, Inc. ("IMC") which owns 40% of Amedisys Physician Services, Inc.
totaling approximately $150,000 at December 31, 1997. The fair value of the
notes receivable from related parties is equal to the recorded value due to
the short term nature of the notes.
In March, 1994, the Company entered into agreements with IMC to form Rural
Health Provider Network, Inc. ("RHPN") of which the Company owns 60% (the
"Agreements"). The name of RHPN has subsequently been changed to Amedisys
Physician Services, Inc. ("APS"). APS operated a lab, walk-in-clinic in
Hammond, Louisiana, and managed the physician practice of IMC. APS also
invested in an opthamology clinic in Hammond, Louisiana. Pursuant to the
Agreements, the Company loaned APS $312,000. This amount was comprised of
$112,000 for the purchase of the fixed assets of IMC and a working capital
loan of $200,000, collateralized by IMC's accounts receivable. The Company was
responsible for funding the operations of APS, including loaning additional
funds to APS if APS did not have adequate cashflow to meet its current
obligations. The balance owed to the Company by IMC for working capital
requirements at December 31, 1995 was $256,000. Two notes were issued on
January 1, 1996 to the Company by IMC in the combined amount of $256,000.
These notes bear interest at 9%, require monthly principal and interest
payments of $4,706 with the balance due on maturity of January 1, 1999 and are
secured by the accounts receivable of IMC. During 1996, the Company collected
approximately $6,000 from IMC on the outstanding notes. Because of a dispute
between the owners of IMC and the Company over the amounts outstanding, the
Company determined that the probability of collecting $100,000 of the payable
was uncertain and therefore, elected to expense that amount in December 1996,
resulting in a remaining balance owed at December 31, 1996 of $150,000. The
current amount outstanding on the notes payable due from IMC is $143,723, and
management believes these notes are collectible. In addition to the
outstanding notes payable due from IMC, APS recorded management fees of
$28,097 in 1996 and $541,441 in 1995 from IMC. As of December 31, 1996,
management fees of $28,097 were still outstanding. From January through August
1997, IMC made payments of varying amounts on the unpaid balance of management
fees.
At August 1997, the entire balance of $28,097 was paid. The Company and IMC
terminated their management relationship in August 1996, and have no other
arrangements with respect to management of physician practices or independent
practice associations.
In accordance with the terms of the Agreements, IMC has the right and option
to sell its shares of APS back to APS at a price equal to 3.5 times the
earnings per share of APS attributable to each share of APS stock, to be
calculated based on the largest annual earnings per share amount during the
three-year period prior to the time such repurchase is requested by IMC. This
option became exercisable in March 1997, and does not have an expiration date.
In the Agreements, the Company agreed to loan the funds to repurchase the
stock to APS, if necessary. In addition, the Agreements provide that in the
event the management agreement between IMC and APS is terminated, IMC shall be
required to repurchase all of the assets of IMC acquired by APS at fair market
value within 45 days of such termination. At this time, the option has not
been exercised by IMC. The Company has been reformulating its business to
emphasize three divisions: infusion therapy services, ambulatory surgery
centers and home health nursing services. In light of these changes, APS has
become a diminished portion of the Company's business and constitutes less
than 5% of the Company's operations. Accordingly, the exercise of the
Company's repurchase right has not been a top priority of management. The
Company intends to exercise its right to have IMC repurchase the assets
acquired by APS, and is currently in negotiations with IMC to determine the
fair market value of the assets. Management believes the fair market value of
the assets will be no more than $50,000.
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Notes payable to related parties in 1996 consisted primarily of a note
issued in 1994 in the original amount of $1,080,000, bearing interest at 9%
with a fifteen year amortization, to Vista Maple, Ltd. During 1994, prior to
its acquisition by the Company, Amedisys Surgery Centers, L.C. ("ASC")
purchased a building and land from Vista Maple, Ltd., a real estate
partnership, whose owners were also owners of ASC, and are now stockholders of
the Company. The Company currently has a 15% interest in Vista Maple, Ltd. The
note was refinanced under a five year installment note in June 1997 with
Merrill Lynch in the amount of $973,000. The principal monthly payment is
$5,403 and the interest rate is the 30-day commercial paper rate plus 2.75%,
with a balloon payment of $648,401. The remaining balance of notes payable to
related parties ($45,000) consists of unsecured notes to certain Stockholders
of the Company that are due on demand and bear interest at rates from 0%--12%.
The fair value of these notes approximates the recorded balance due to the
short-term nature of the notes.
REPORT OF THE COMPENSATION COMMITTEE
The Company's executive compensation is supervised by the Compensation
Committee of the Board of Directors. The Company seeks to provide executive
compensation that will support the achievement of the Company's financial
goals while attracting and retaining talented executives and rewarding
superior performance. In performing this function, the Compensation Committee
reviews executive compensation surveys and other available information and may
from time to time consult with independent compensation consultants.
The Company seeks to provide an overall level of compensation to the
Company's executives that is competitive within the healthcare industry and
other companies of comparable size and complexity. Compensation in any
particular case may vary from any industry average on the basis of annual and
long-term Company performance as well an individual performance. The
Compensation Committee will exercise its discretion to set compensation where
in its judgment external, internal or individual circumstances warrant it.
In general, the Company compensates its executive officers through a
combination of base salary, annual incentive compensation in the form of cash
bonuses and long-term incentive compensation in the form of stock options.
Base Salary
Base salary levels for the Company's executive officers are set generally to
be competitive in relation to the salary levels of executive officers in other
companies within the healthcare industry or other companies of comparable
size, taking into consideration the position's complexity, responsibility and
need for special expertise. In reviewing salaries in individual cases the
Compensation Committee also takes into account individual experience and
performance.
Annual Incentive Compensation
The Compensation Committee has historically structured employment
arrangements with incentive compensation. Payment of bonuses has generally
depended upon the Company's achievement of pre-tax income targets established
at the beginning of each fiscal year or other significant corporate
objectives. Individual performance is also considered in determining bonuses.
Other Compensation
In addition to cash and equity compensation programs, the executive officers
participate in various other employee benefit plans. Executive officer
participation in various clubs, organizations, and associations may also be
funded by the Company.
Long-Term Incentive Compensation
The Company provides long-term incentive compensation through its stock
option plan. The number of shares covered by any grant is generally determined
by the then-current stock price, subject in certain
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circumstances, to vesting requirements. In special cases, however, grants may
be made to reflect increased responsibilities or reward extraordinary
performance.
Chief Executive Officer Compensation
Mr. Borne has served as chief executive officer since 1982. Mr. Borne's
annual base salary is $190,000 pursuant to his employment agreement described
herein. Mr. Borne received option issuances based upon the overall performance
of the Company in fiscal 1997.
The overall goal of the Compensation Committee is to ensure that
compensation policies are established that are consistent with the Company's
strategic business objectives and that provide incentives for the attainment
of those objectives. This is effected in the context of a compensation program
that includes base pay, annual incentive compensation and stock ownership.
Compensation Committee:
Peter F. Ricchiuti
David R. Pitts
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STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph set forth below compares the cumulative
total stockholder return on the Common Stock of the Company for the four-year
period ending December 31, 1997, with the cumulative total return on the
Nasdaq Composite index and a peer-group index over the same period (assuming
the investment of $100 in the Company's Common Stock, the Nasdaq Composite
index and the peer group). The peer group selected by the Company includes the
Company, Staff Builders, Inc., The Care Group, Inc., Transworld Healthcare,
Inc, In Home Health, Inc. and Interim, Inc.
[PERFORMANCE GRAPH APPEARS HERE]
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1993 1994 1995 1996 1997
-------- -------- -------- -------- -------
Amedisys, Inc. 100 100 110 100 63
Nasdaq Composite 100 95 140 180 121
Peer Group 100 105 130 130 71
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COST OF SOLICITATION
The Company will bear the cost of the solicitation of proxies from its
stockholders. In addition to the use of mail, proxies may be solicited by
directors, officers and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers and
employees of the Company will not be compensated additionally for the
solicitation, but may be reimbursed for out-of-pocket expenses in connection
with this solicitation. Arrangements are also being made with brokerage houses
and any other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of the Company's Common Stock,
and the Company will reimburse such brokers, custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses.
OTHER MATTERS
Management is not aware of any other matters to be presented for action at
the Annual Meeting. However, if any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment on such matters.
Proposals of Stockholders of the Company which are intended to be presented
by such Stockholders at the 1998 Annual Meeting must be received by the
Company no later than March 18, 1999 in order to have them included in the
proxy statement and form of proxy relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ William F. Borne
William F. Borne, Chief Executive
Officer
July 2, 1998
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EXHIBIT A
ARTICLE IV
The total number of shares of stock which the Corporation shall have
authority to issue is 35,000,000 consisting of 30,000,000 shares of common
stock, par value $.001 per share ("Common Stock"), and 5,000,000 shares of
preferred stock, par value $.001 per share ("Preferred Stock").
Shares of Preferred Stock of the Corporation may be issued from time to time
in one or more classes or series, each of which class or series shall have
such distinctive designation or title as shall be determined by the Board of
Directors of the Corporation ("Board of Directors") prior to the issuance of
any shares thereof. Each such class or series of Preferred Stock shall have
such voting powers, full or limited, or no voting powers, and such preferences
and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, and shall be stated in
such resolution or resolutions providing for the issue of such class or series
of Preferred Stock as may be adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof pursuant to the
authority hereby expressly vested in it, all in accordance with the laws of
the State of Delaware.
Subject to all of the rights of the Preferred Stock or any series thereof
described in appropriate certificates of designation, the holders of the
Common Stock shall be entitled to receive, when, as, and if declared by the
Board of Directors, out of funds legally available therefore, the dividends
payable in cash, common stock, or otherwise.
No stockholder of the Corporation shall have the right of cumulative voting
at any election of Directors of the Corporation.
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EXHIBIT B
AMEDISYS, INC.
1998 STOCK OPTION PLAN
ARTICLE I--PLAN
1.1 PURPOSE. This Plan is a plan for key Employees (including officers and
employee directors) and Consultants of the Company and its Affiliates and is
intended to advance the best interests of the Company, its Affiliates, and its
stockholders by providing those persons who have substantial responsibility
for the management and growth of the Company and its Affiliates with
additional incentives and an opportunity to obtain or increase their
proprietary interest in the Company, thereby encouraging them to continue in
the employ of the Company or any of its Affiliates.
1.2 RULE 16B-3 PLAN. The Company is subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended (the "1934 Act"), and
therefore the Plan is intended to comply with all applicable conditions of
Rule 16b-3 (and all subsequent revisions thereof) promulgated under the 1934
Act. To the extent any provision of the Plan or action by the Board of
Directors or Committee fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee. In
addition, the Board of Directors may amend the Plan from time to time as it
deems necessary in order to meet the requirements of any amendments to Rule
16b-3 without the consent of the shareholders of the Company.
1.3 EFFECTIVE DATE OF PLAN. The Plan shall be effective January 1998 (the
"Effective Date"), provided that within one year of the Effective Date, the
Plan shall have been approved by at least a majority vote of stockholders
voting in person or by proxy at a duly held stockholders' meeting, or if the
provisions of the corporate charter, by-laws or applicable state law
prescribes a greater degree of stockholder approval for this action, the
approval by the holders of that percentage, at a duly held meeting of
stockholders. No Incentive Option, Nonqualified Option, Stock Appreciation
Right, Restricted Stock Award or Performance Stock Award shall be granted
pursuant to the Plan ten years after the Effective Date.
ARTICLE II--DEFINITIONS
The words and phrases defined in this Article shall have the meaning set out
in these definitions throughout this Plan, unless the context in which any
such word or phrase appears reasonably requires a broader, narrower, or
different meaning.
2.1 "AFFILIATE" means any parent corporation and any subsidiary corporation.
The term "parent corporation" means any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company if, at the time
of the action or transaction, each of the corporations other than the Company
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain. The term
"subsidiary corporation" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
the action or transaction, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.
2.2 "AWARD" means each of the following granted under this Plan: Incentive
Option, Nonqualified Option, Stock Appreciation Right, Restricted Stock Award
or Performance Stock Award.
2.3 "BOARD OF DIRECTORS" means the board of directors of the Company.
2.4 "CHANGE IN CONTROL" shall mean and include the following transactions or
situations:
(a) A sale, transfer, or other disposition by the Company through a
single transaction or a series of transactions of securities of the Company
representing thirty (30%) percent or more of the combined voting power of
the Company's then outstanding securities to any "Unrelated Person" or
"Unrelated Persons"
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acting in concert with one another. For purposes of this definition, the
term "Person" shall mean and include any individual, partnership, joint
venture, association, trust corporation, or other entity (including a
"group" as referred to in Section 13(d)(3) of the 1934 Act). For purposes
of this definition, the term "Unrelated Person" shall mean and include any
Person other than the Company, a wholly-owned subsidiary of the Company, or
an employee benefit plan of the Company; provided however, a sale to
underwriters in connection with a public offering of the Company's
securities pursuant to a firm commitment shall not be a Change of Control.
(b) A sale, transfer, or other disposition through a single transaction
or a series of transactions of all or substantially all of the assets of
the Company to an Unrelated Person or Unrelated Persons acting in concert
with one another.
(c) A change in the ownership of the Company through a single transaction
or a series of transactions such that any Unrelated Person or Unrelated
Persons acting in concert with one another become the "Beneficial Owner,"
directly or indirectly, of securities of the Company representing at least
thirty (30%) percent of the combined voting power of the Company's then
outstanding securities. For purposes of this definition, the term
"Beneficial Owner" shall have the same meaning as given to that term in
Rule 13d-3 promulgated under the 1934 Act, provided that any pledgee of
voting securities is not deemed to be the Beneficial Owner thereof prior to
its acquisition of voting rights with respect to such securities.
(d) Any consolidation or merger of the Company with or into an Unrelated
Person, unless immediately after the consolidation or merger the holders of
the common stock of the Company immediately prior to the consolidation or
merger are the beneficial owners of securities of the surviving corporation
representing at least fifty (50%) percent of the combined voting power of
the surviving corporation's then outstanding securities.
(e) During any period of two years, individuals who, at the beginning of
such period, constituted the Board of Directors of the Company cease, for
any reason, to constitute at least a majority thereof, unless the election
or nomination for election of each new director was approved by the vote of
at least two-thirds of the directors then still in office who were
directors at the beginning of such period.
(f) A change in control of the Company of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the 1934 Act, or any successor regulation of similar
importance, regardless of whether the Company is subject to such reporting
requirement.
2.5 "CODE" means the Internal Revenue Code of 1986, as amended.
2.6 "COMMITTEE" means the Compensation Committee of the Board of Directors
or such other committee designated by the Board of Directors. The Committee
shall be comprised solely of at least two members who are both Disinterested
Persons and Outside Directors.
2.7 "COMPANY" means AMEDISYS, INC.
2.8 "CONSULTANT" means any person, including an advisor, engaged by the
Company or Affiliate to render services and who is compensated for such
services.
2.9 "DISINTERESTED PERSON" means a "disinterested person" as that term is
defined in Rule 16b-3 under the 1934 Act.
2.10 "ELIGIBLE PERSONS" shall mean, with respect to the Plan, those persons
who, at the time that an Award is granted, are (i) key personnel (including
officers and directors) of the Company or Affiliate, or (ii) Consultants or
independent contractors who provide valuable services to the Company or
Affiliate as determined by the Committee.
2.11 "EMPLOYEE" means a person employed by the Company or any Affiliate to
whom an Award is granted.
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2.12 "FAIR MARKET VALUE" of the Stock as of any date means (a) the average
of the high and low sale prices of the Stock on that date on the principal
securities exchange on which the Stock is listed; or (b) if the Stock is not
listed on a securities exchange, the average of the high and low sale prices
of the Stock on that date as reported on the Nasdaq National Market System; or
(c) if the Stock is not listed on the Nasdaq National Market System, the
average of the high and low bid quotations for the Stock on that date as
reported by the National Quotation Bureau Incorporated; or (d) if none of the
foregoing is applicable, an amount at the election of the Committee equal to
(x), the average between the closing bid and ask prices per share of Stock on
the last preceding date on which those prices were reported or (y) that amount
as determined by the Committee in good faith.
2.13 "INCENTIVE OPTION" means an option to purchase Stock granted under this
Plan which is designated as an "Incentive Option" and satisfies the
requirements of Section 422 of the Code.
2.14 "NONQUALIFIED OPTION" means an option to purchase Stock granted under
this Plan other than an Incentive Option.
2.15 "OPTION" means both an Incentive Option and a Nonqualified Option
granted under this Plan to purchase shares of Stock.
2.16 "OPTION AGREEMENT" means the written agreement by and between the
Company and an Eligible Person which sets out the terms of an Option.
2.17 "OUTSIDE DIRECTOR" means a member of the Board of Directors serving on
the Committee who satisfies Section 162(m) of the Code.
2.18 "PLAN" means the Amedisys, Inc. 1998 Stock Option Plan, as set out in
this document and as it may be amended from time to time.
2.19 "PLAN YEAR" means the Company's fiscal year.
2.20 "PERFORMANCE STOCK AWARD" means an award of shares of Stock to be
issued to an Eligible Person if specified predetermined performance goals are
satisfied as described in Article VI.
2.21 "RESTRICTED STOCK" means Stock awarded or purchased under a Restricted
Stock Agreement entered into pursuant to this Plan, together with (i) all
rights, warranties or similar items attached or accruing thereto or
represented by the certificate representing the stock and (ii) any stock or
securities into which or for which the stock is thereafter converted or
exchanged. The terms and conditions of the Restricted Stock Agreement shall be
determined by the Committee consistent with the terms of the Plan.
2.22 "RESTRICTED STOCK AGREEMENT" means an agreement between the Company or
any Affiliate and the Eligible Person pursuant to which the Eligible Person
receives a Restricted Stock Award subject to Article VI.
2.23 "RESTRICTED STOCK AWARD" means an Award of Restricted Stock.
2.24 "RESTRICTED STOCK PURCHASE PRICE" means the purchase price, if any, per
share of Restricted Stock subject to an Award. The Restricted Stock Purchase
Price shall be determined by the Committee. It may be greater than or less
than the Fair Market Value of the Stock on the date of the Stock Award.
2.25 "STOCK" means the common stock of the Company, $.001 par value or, in
the event that the outstanding shares of common stock are later changed into
or exchanged for a different class of stock or securities of the Company or
another corporation, that other stock or security.
2.26 "STOCK APPRECIATION RIGHT" and "SAR" means the right to receive the
difference between the Fair Market Value of a share of Stock on the grant date
and the Fair Market Value of the share of Stock on the exercise date.
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2.27 "10% STOCKHOLDER" means an individual who, at the time the Option is
granted, owns Stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of any Affiliate. An
individual shall be considered as owning the Stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors, and lineal descendants; and Stock owned, directly
or indirectly, by or for a corporation, partnership, estate, or trust, shall
be considered as being owned proportionately by or for its stockholders,
partners, or beneficiaries.
ARTICLE III--ELIGIBILITY
The individuals who shall be eligible to receive Awards shall be those
Eligible Persons of the Company or any of its Affiliates as the Committee
shall determine from time to time. However, no member of the Committee shall
be eligible to receive any Award or to receive Stock, Options, Stock
Appreciation Rights or any Performance Stock Award under any other plan of the
Company or any of its Affiliates, if to do so would cause the individual not
to be a Disinterested Person or Outside Director. The Board of Directors of
Directors may designate one or more individuals who shall not be eligible to
receive any Award under this Plan or under other similar plans of the Company.
ARTICLE IV--GENERAL PROVISIONS RELATING TO AWARDS
4.1 AUTHORITY TO GRANT AWARDS. The Committee may grant to those Eligible
Persons of the Company or any of its Affiliates as it shall from time to time
determine, Awards under the terms and conditions of this Plan. Subject only to
any applicable limitations set out in this Plan, the number of shares of Stock
to be covered by any Award to be granted to an Eligible Person shall be
determined by the Committee.
4.2 DEDICATED SHARES. The total number of shares of Stock with respect to
which Awards may be granted under the Plan shall be 1,425,000 shares. The
shares may be treasury shares or authorized but unissued shares. [THE MAXIMUM
NUMBER OF SHARES SUBJECT TO OPTIONS OR STOCK APPRECIATION RIGHTS WHICH MAY BE
ISSUED TO ANY ELIGIBLE PERSON UNDER THE PLAN DURING EACH PLAN YEAR SHALL BE
DETERMINED BY THE COMPENSATION COMMITTEE. THE MAXIMUM NUMBER OF SHARES SUBJECT
TO RESTRICTED STOCK AWARDS WHICH MAY BE GRANTED TO ANY ELIGIBLE PERSON UNDER
THE PLAN DURING EACH PLAN YEAR SHALL BE DETERMINED BY THE COMPENSATION
COMMITTEE. THE MAXIMUM NUMBER OF SHARES SUBJECT TO PERFORMANCE STOCK AWARDS
WHICH MAY BE GRANTED TO ANY ELIGIBLE PERSON DURING EACH PLAN YEAR SHALL BE
DETERMINED BY THE COMPENSATION COMMITTEE.] The number of shares stated in this
Section 4.2 shall be subject to adjustment in accordance with the provisions
of Section 4.5. In the event that any outstanding Award shall expire or
terminate for any reason or any Award is surrendered, the shares of Stock
allocable to the unexercised portion of that Award may again be subject to an
Award under the Plan.
4.3 NON-TRANSFERABILITY. Awards shall not be transferable by the Eligible
Person otherwise than by will or under the laws of descent and distribution,
and shall be exercisable, during the Eligible Person's lifetime, only by him.
Restricted Stock shall be purchased by and/or become vested under a Restricted
Stock Agreement during the Eligible Person's lifetime, only by him. Any
attempt to transfer an Award other than under the terms of the Plan and the
Agreement shall terminate the Award and all rights of the Eligible Person to
that Award.
4.4 REQUIREMENTS OF LAW. The Company shall not be required to sell or issue
any Stock under any Award if issuing that Stock would constitute or result in
a violation by the Eligible Person or the Company of any provision of any law,
statute, or regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of any Option or pursuant to any
Award, the Company shall not be required to issue any Stock unless the
Committee has received evidence satisfactory to it to the effect that the
holder of that Option or Award will not transfer the Stock except in
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accordance with applicable law, including receipt of an opinion of counsel
satisfactory to the Company to the effect that any proposed transfer complies
with applicable law. The determination by the Committee on this matter shall
be final, binding and conclusive. The Company may, but shall in no event be
obligated to, register any Stock covered by this Plan pursuant to applicable
securities laws of any country or any political subdivision. In the event the
Stock issuable on exercise of an Option or pursuant to an Award is not
registered, the Company may imprint on the certificate evidencing the Stock
any legend that counsel for the Company considers necessary or advisable to
comply with applicable law. The Company shall not be obligated to take any
other affirmative action in order to cause the exercise of an Option or
vesting under an Award, or the issuance of shares pursuant thereto, to comply
with any law or regulation of any governmental authority.
4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.
(a) The existence of outstanding Options or Awards shall not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issue of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Stock or its
rights, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a Stock dividend, or other
increase or reduction of the number of shares of the Stock outstanding,
without receiving compensation for it in money, services or property, then
(a) the number, class, and per share price of shares of Stock subject to
outstanding Options under this Plan shall be appropriately adjusted in such
a manner as to entitle an Eligible Person to receive upon exercise of an
Option, for the same aggregate cash consideration, the equivalent total
number and class of shares he would have received had he exercised his
Option in full immediately prior to the event requiring the adjustment; and
(b) the number and class of shares of Stock then reserved to be issued
under the Plan shall be adjusted by substituting for the total number and
class of shares of Stock then reserved, that number and class of shares of
Stock that would have been received by the owner of an equal number of
outstanding shares of each class of Stock as the result of the event
requiring the adjustment.
(b) If the Company is merged or consolidated with another corporation and
the Company is not the surviving corporation, or if the Company is
liquidated or sells or otherwise disposes of substantially all its assets
while unexercised Options remain outstanding under this Plan:
(i) subject to the provisions of clause (c) below, after the
effective date of the merger, consolidation, liquidation, sale or other
disposition, as the case may be, each holder of an outstanding Option
shall be entitled, upon exercise of the Option, to receive, in lieu of
shares of Stock, the number and class or classes of shares of stock or
other securities or property to which the holder would have been
entitled if, immediately prior to the merger, consolidation,
liquidation, sale or other disposition, the holder had been the holder
of record of a number of shares of Stock equal to the number of shares
as to which the Option shall be so exercised;
(ii) the Board of Directors may waive any limitations set out in or
imposed under this Plan so that all Options, from and after a date
prior to the effective date of the merger, consolidation, liquidation,
sale or other disposition, as the case may be, specified by the Board
of Directors, shall be exercisable in full; and
(iii) all outstanding Options may be canceled by the Board of
Directors as of the effective date of any merger, consolidation,
liquidation, sale or other disposition, if (i) notice of cancellation
shall be given to each holder of an Option and (ii) each holder of an
Option shall have the right to exercise that Option in full (without
regard to any limitations set out in or imposed under this Plan or the
Option Agreement granting that Option) during a period set by the Board
of Directors preceding the effective date of the merger, consolidation,
liquidation, sale or other disposition and, if in the event all
outstanding Options may not be exercised in full under applicable
securities laws without registration
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of the shares of Stock issuable on exercise of the Options, the Board
of Directors may limit the exercise of the Options to the number of
shares of Stock, if any, as may be issued without registration. The
method of choosing which Options may be exercised, and the number of
shares of Stock for which Options may be exercised, shall be solely
within the discretion of the Board of Directors.
(c) After a merger of one or more corporations into the Company or after
a consolidation of the Company and one or more corporations in which the
Company shall be the surviving corporation, each Eligible Person shall be
entitled to have his Restricted Stock and shares earned under a Performance
Stock Award appropriately adjusted based on the manner the Stock was
adjusted under the terms of the agreement of merger or consolidation.
(d) In each situation described in this Section 4.5, the Committee will
make similar adjustments, as appropriate, in outstanding Stock Appreciation
Rights.
(e) The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or
property, or for labor or services either upon direct sale or upon the
exercise of rights or warrants to subscribe for them, or upon conversion of
shares or obligations of the Company convertible into shares or other
securities, shall not affect, and no adjustment by reason of such issuance
shall be made with respect to, the number, class, or price of shares of
Stock then subject to outstanding Awards.
4.6 ELECTION UNDER SECTION 83(B) OF THE CODE. No Employee shall exercise the
election permitted under Section 83(b) of the Code without written approval of
the Committee. Any Employee doing so shall forfeit all Awards issued to him
under this Plan.
ARTICLE V--OPTIONS AND STOCK APPRECIATION RIGHTS
5.1 TYPE OF OPTION. The Committee shall specify at the time of grant whether
a given Option shall constitute an Incentive Option or a Nonqualified Option.
Incentive Stock Options may only be granted to Employees.
5.2 OPTION PRICE. The price at which Stock may be purchased under an
Incentive Option shall not be less than the greater of: (a) 100% of the Fair
Market Value of the shares of Stock on the date the Option is granted or (b)
the aggregate par value of the shares of Stock on the date the Option is
granted. The Committee in its discretion may provide that the price at which
shares of Stock may be purchased under an Incentive Option shall be more than
100% of Fair Market Value. In the case of any 10% Stockholder, the price at
which shares of Stock may be purchased under an Incentive Option shall not be
less than 110% of the Fair Market Value of the Stock on the date the Incentive
Option is granted. The price at which shares of Stock may be purchased under a
Nonqualified Option shall be such price as shall be determined by the
Committee in its sole discretion but in no event lower than the par value of
the shares of Stock on the date the Option is granted.
5.3 DURATION OF OPTIONS AND SARS. No Option or SAR shall be exercisable
after the expiration of ten (10) years from the date the Option or SAR is
granted. In the case of a 10% Stockholder, no Incentive Option shall be
exercisable after the expiration of five years from the date the Incentive
Option is granted.
5.4 AMOUNT EXERCISABLE -- INCENTIVE OPTIONS. Each Option may be exercised
from time to time, in whole or in part, in the manner and subject to the
conditions the Committee, in its sole discretion, may provide in the Option
Agreement, as long as the Option is valid and outstanding, and further
provided that no Option may be exercisable within six (6) months of the date
of grant. To the extent that the aggregate Fair Market Value (determined as of
the time an Incentive Option is granted) of the Stock with respect to which
Incentive Options first become exercisable by the optionee during any calendar
year (under this Plan and any other incentive stock option plan(s) of the
Company or any Affiliate) exceeds $100,000, the portion in excess of $100,000
of the Incentive Option shall be treated as a Nonqualified Option. In making
this determination, Incentive Options shall be taken into account in the order
in which they were granted.
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5.5 EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery of
written notice to the Committee setting forth the number of shares of Stock
with respect to which the Option is to be exercised, together with:
(a) cash, certified check, bank draft, or postal or express money order
payable to the order of the Company for an amount equal to the option price
of the shares,
(b) Stock at its Fair Market Value on the date of exercise,
(c) an election to make a cashless exercise through a registered broker-
dealer (if approved in advance by the Committee),
(d) an election to have shares of Stock, which otherwise would be issued
on exercise, withheld in payment of the exercise price (if approved in
advance by the Committee), and/or
(e) any other form of payment which is acceptable to the Committee,
including without limitation, payment in the form of a promissory note, and
specifying the address to which the certificates for the shares are to be
mailed.
As promptly as practicable after receipt of written notification and
payment, the Company shall deliver to the Eligible Person certificates for the
number of shares with respect to which the Option has been exercised, issued
in the Eligible Person's name. If shares of Stock are used in payment, the
aggregate Fair Market Value of the shares of Stock tendered must be equal to
or less than the aggregate exercise price of the shares being purchased upon
exercise of the Option, and any difference must be paid by cash, certified
check, bank draft, or postal or express money order payable to the order of
the Company. Delivery of the shares shall be deemed effected for all purposes
when a stock transfer agent of the Company shall have deposited the
certificates in the United States mail, addressed to the Eligible Person, at
the address specified by the Eligible Person.
Whenever an Option is exercised by exchanging shares of Stock owned by the
Eligible Person, the Eligible Person shall deliver to the Company certificates
registered in the name of the Eligible Person representing a number of shares
of Stock legally and beneficially owned by the Eligible Person, free of all
liens, claims, and encumbrances of every kind, accompanied by stock powers
duly endorsed in blank by the record holder of the shares represented by the
certificates (with signature guaranteed by a commercial bank or trust company
or by a brokerage firm having a membership on a registered national stock
exchange). The delivery of certificates upon the exercise of Options is
subject to the condition that the person exercising the Option provide the
Company with the information the Company might reasonably request pertaining
to exercise, sale or other disposition.
5.6 STOCK APPRECIATION RIGHTS. All Eligible Persons shall be eligible to
receive Stock Appreciation Rights. The Committee shall determine the SAR to be
awarded from time to time to any Eligible Person. The grant of an SAR to be
awarded from time to time shall neither entitle such person to, nor disqualify
such person, from participation in any other grant of awards by the Company,
whether under this Plan or any other plan of the Company. If granted as a
stand-alone SAR Award, the terms of the Award shall be provided in a Stock
Appreciation Rights Agreement.
5.7 STOCK APPRECIATION RIGHTS IN TANDEM WITH OPTIONS. Stock Appreciation
Rights may, at the discretion of the Committee, be included in each Option
granted under the Plan to permit the holder of an Option to surrender that
Option, or a portion of the part which is then exercisable, and receive in
exchange, upon the conditions and limitations set by the Committee, an amount
equal to the excess of the Fair Market Value of the Stock covered by the
Option, or the portion of it that was surrendered, determined as of the date
of surrender, over the aggregate exercise price of the Stock. The payment may
be made in shares of Stock valued at Fair Market Value, in cash, or partly in
cash and partly in shares of Stock, as the Committee shall decide in its sole
discretion. Stock Appreciation Rights may be exercised only when the Fair
Market Value of the Stock covered by the Option surrendered exceeds the
exercise price of the Stock. In the event of the surrender of an Option, or a
portion of it, to exercise the Stock Appreciation Rights, the shares
represented by the Option or that part of it which is surrendered, shall not
be available for reissuance under the Plan. Each Stock Appreciation Right
issued in tandem with an Option (a) will expire not later than the expiration
of the underlying Option, (b) may be for
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no more than 100% of the difference between the exercise price of the
underlying Option and the Fair Market Value of a share of Stock at the time
the Stock Appreciation Right is exercised, (c) is transferable only when the
underlying Option is transferable, and under the same conditions, and (d) may
be exercised only when the underlying Option is eligible to be exercised.
5.8 CONDITIONS OF STOCK APPRECIATION RIGHTS. All Stock Appreciation Rights
shall be subject to such terms, conditions, restrictions or limitations as the
Committee deems appropriate, including by way of illustration but not by way
of limitation, restrictions on transferability, requirement of continued
employment, individual performance, financial performance of the Company or
payment of any applicable employment or withholding taxes.
5.9 PAYMENT OF STOCK APPRECIATION RIGHTS. The amount of payment to which the
Eligible Person who reserves an SAR shall be entitled upon the exercise of
each SAR shall be equal to the amount, if any by which the Fair Market Value
of the specified shares of Stock on the exercise date exceeds the Fair Market
Value of the specified shares of Stock on the date of grant of the SAR. The
SAR shall be paid in either cash or Stock, as determined in the discretion of
the Committee as set forth in the SAR agreement. If the payment is in Stock,
the number of shares to be paid shall be determined by dividing the amount of
such payment by the Fair Market Value of Stock on the exercise date of such
SAR.
5.10 EXERCISE ON TERMINATION OF EMPLOYMENT. Unless it is expressly provided
otherwise in the Option or SAR agreement, Options and SAR granted to Employees
shall terminate one day less than three months after severance of employment
of the Employee from the Company and all Affiliates for any reason, with or
without cause, other than death, retirement under the then established rules
of the Company, or severance for disability. Whether authorized leave of
absence or absence on military or government service shall constitute
severance of the employment of the Employee shall be determined by the
Committee at that time.
5.11 DEATH. If, before the expiration of an Option or SAR, the Eligible
Person, whether in the employ of the Company or after he has retired or was
severed for disability, or otherwise dies, the Option or SAR shall continue
until the earlier of the Option's or SAR's expiration date or one year
following the date of his death, unless it is expressly provided otherwise in
the Option or SAR agreement. After the death of the Eligible Person, his
executors, administrators or any persons to whom his Option or SAR may be
transferred by will or by the laws of descent and distribution shall have the
right, at any time prior to the Option's or SAR's expiration or termination,
whichever is earlier, to exercise it, to the extent to which he was entitled
to exercise it immediately prior to his death, unless it is expressly provided
otherwise in the Option or SAR's agreement.
5.12 RETIREMENT. Unless it is expressly provided otherwise in the Option
Agreement, before the expiration of an Incentive Option, the Employee shall be
retired in good standing from the employ of the Company under the then
established rules of the Company, the Incentive Option shall terminate on the
earlier of the Option's expiration date or one day less than one year after
his retirement; provided, if an Incentive Option is not exercised within
specified time limits prescribed by the Code, it will become a Nonqualified
Option by operation of law. Unless it is expressly provided otherwise in the
Option Agreement, if before the expiration of a Nonqualified Option, the
Employee shall be retired in good standing from the employ of the Company
under the then established rules of the Company, the Nonqualified Option shall
terminate on the earlier of the Nonqualified Option's expiration date or one
day less than one year after his retirement. In the event of retirement, the
Employee shall have the right prior to the termination of the Nonqualified
Option to exercise the Nonqualified Option, to the extent to which he was
entitled to exercise it immediately prior to his retirement, unless it is
expressly provided otherwise in the Option Agreement. Upon retirement, an SAR
shall continue to be exercisable for the remainder of the term of the SAR
agreement.
5.13 DISABILITY. If, before the expiration of an Option or SAR, the Employee
shall be severed from the employ of the Company for disability, the Option or
SAR shall terminate on the earlier of the Option's or SAR's expiration date or
one day less than one year after the date he was severed because of
disability, unless it is expressly provided otherwise in the Option or SAR
agreement. In the event that the Employee shall be severed
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from the employ of the Company for disability, the Employee shall have the
right prior to the termination of the Option or SAR to exercise the Option, to
the extent to which he was entitled to exercise it immediately prior to his
retirement or severance of employment for disability, unless it is expressly
provided otherwise in the Option Agreement.
5.14 SUBSTITUTION OPTIONS. Options may be granted under this Plan from time
to time in substitution for stock options held by employees of other
corporations who are about to become employees of or affiliated with the
Company or any Affiliate as the result of a merger or consolidation of the
employing corporation with the Company or any Affiliate, or the acquisition by
the Company or any Affiliate of the assets of the employing corporation, or
the acquisition by the Company or any Affiliate of stock of the employing
corporation as the result of which it becomes an Affiliate of the Company. The
terms and conditions of the substitute Options granted may vary from the terms
and conditions set out in this Plan to the extent the Committee, at the time
of grant, may deem appropriate to conform, in whole or in part, to the
provisions of the stock options in substitution for which they are granted.
5.15 RELOAD OPTIONS. Without in any way limiting the authority of the Board
of Directors or Committee to make or not to make grants of Options hereunder,
the Board of Directors or Committee shall have the authority (but not an
obligation) to include as part of any Option Agreement a provision entitling
the Eligible Person to a further Option (a "Reload Option") in the event the
Eligible Person exercises the Option evidenced by the Option Agreement, in
whole or in part, by surrendering other shares of Stock in accordance with
this Plan and the terms and conditions of the Option Agreement. Any such
Reload Option (a) shall be for a number of shares equal to the number of
shares surrendered as part or all of the exercise price of such Option; (b)
shall have an expiration date which is the greater of (i) the same expiration
date of the Option the exercise of which gave rise to such Reload Option or
(ii) one year from the date of grant of the Reload Option; and (c) shall have
an exercise price which is equal to one hundred percent (100%) of the Fair
Market Value of the Stock subject to the Reload Option on the date of exercise
of the original Option. Notwithstanding the foregoing, a Reload Option which
is an Incentive Option and which is granted to a 10% Stockholder, shall have
an exercise price which is equal to one hundred ten percent (110%) of the Fair
Market Value of the Stock subject to the Reload Option on the date of exercise
of the original Option and shall have a term which is no longer than five (5)
years.
Any such Reload Option may be an Incentive Option or a Nonqualified Option,
as the Board of Directors or Committee may designate at the time of the grant
of the original Option; provided, however, that the designation of any Reload
Option as an Incentive Option shall be subject to the one hundred thousand
dollar ($100,000) annual limitation on exercisability of Incentive Stock
Options described in the Plan and in Section 422(d) of the Code. There shall
be no Reload Options on a Reload Option. Any such Reload Option shall be
subject to the availability of sufficient shares under Section 4.2 herein and
shall be subject to such other terms and conditions as the Board of Directors
or Committee may determine which are not inconsistent with the express
provisions of the Plan regarding the terms of Options.
5.16 NO RIGHTS AS STOCKHOLDER. No Eligible Person shall have any rights as a
stockholder with respect to Stock covered by his Option until the date a stock
certificate is issued for the Stock.
ARTICLE VI--RESTRICTED STOCK AWARDS
6.1 RESTRICTED STOCK AWARDS. The Committee may issue shares of Stock to an
Eligible Person subject to the terms of a Restricted Stock Agreement. The
Restricted Stock may be issued for no payment by the Eligible Person or for a
payment below the Fair Market Value on the date of grant. Restricted Stock
shall be subject to restrictions as to sale, transfer, alienation, pledge or
other encumbrance and generally will be subject to vesting over a period of
time specified in the Restricted Stock Agreement. The Committee shall
determine the period of vesting, the number of shares, the price, if any, of
Stock included in a Restricted Stock Award, and the other terms and provisions
which are included in a Restricted Stock Agreement.
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6.2 RESTRICTIONS. Restricted Stock shall be subject to the terms and
conditions as determined by the Committee, including without limitation, any
or all of the following:
(a) a prohibition against the sale, transfer, alienation, pledge or other
encumbrance of the shares of Restricted Stock, such prohibition to lapse
(i) at such time or times as the Committee shall determine (whether in
annual or more frequent installments, at the time of the death, disability
or retirement of the holder of such shares, or otherwise);
(b) a requirement that the holder of shares of Restricted Stock forfeit,
or in the case of shares sold to an Eligible Person, resell back to the
Company at his cost, all or a part of such shares in the event of
termination of the Eligible Person's employment during any period in which
the shares remain subject to restrictions;
(c) a prohibition against employment of the holder of Restricted Stock by
any competitor of the Company or its Affiliates, or against such holder's
dissemination of any secret or confidential information belonging to the
Company or an Affiliate;
(d) unless stated otherwise in the Restricted Stock Agreement,
(i) if restrictions remain at the time of severance of employment
with the Company and all Affiliates, other than for reason of
disability or death, the Restricted Stock shall be forfeited; and
(ii) if severance of employment is by reason of disability or death,
the restrictions on the shares shall lapse and the Eligible Person or
his heirs or estate shall be 100% vested in the shares subject to the
Restricted Stock Agreement.
6.3 STOCK CERTIFICATE. Shares of Restricted Stock shall be registered in the
name of the Eligible Person receiving the Restricted Stock Award and
deposited, together with a stock power endorsed in blank, with the Company.
Each such certificate shall bear a legend in substantially the following form:
The transferability of this certificate and the shares of Stock represented
by it is restricted by and subject to the terms and conditions (including
conditions of forfeiture) contained in the AMEDISYS 1998 Stock Option Plan,
and an agreement entered into between the registered owner and the Company.
A copy of the Plan and agreement is on file in the office of the Secretary
of the Company.
6.4 RIGHTS AS STOCKHOLDER. Subject to the terms and conditions of the Plan,
each Eligible Person receiving a certificate for Restricted Stock shall have
all the rights of a stockholder with respect to the shares of Stock included
in the Restricted Stock Award during any period in which such shares are
subject to forfeiture and restrictions on transfer, including without
limitation, the right to vote such shares. Dividends paid with respect to
shares of Restricted Stock in cash or property other than Stock in the Company
or rights to acquire stock in the Company shall be paid to the Eligible Person
currently. Dividends paid in Stock in the Company or rights to acquire Stock
in the Company shall be added to and become a part of the Restricted Stock.
6.5 LAPSE OF RESTRICTIONS. At the end of the time period during which any
shares of Restricted Stock are subject to forfeiture and restrictions on sale,
transfer, alienation, pledge, or other encumbrance, such shares shall vest and
will be delivered in a certificate, free of all restrictions, to the Eligible
Person or to the Eligible Person's legal representative, beneficiary or heir;
provided the certificate shall bear such legend, if any, as the Committee
determines is reasonably required by applicable law. By accepting a Stock
Award and executing a Restricted Stock Agreement, the Eligible Person agrees
to remit when due any federal and state income and employment taxes required
to be withheld.
6.6 RESTRICTION PERIOD. No Restricted Stock Award may provide for
restrictions continuing beyond ten (10) years from the date of grant.
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ARTICLE VII--PERFORMANCE STOCK AWARDS
7.1 AWARD OF PERFORMANCE STOCK. The Committee may award shares of Stock,
without any payment for such shares, to designated Eligible Persons if
specified performance goals established by the Committee are satisfied. The
terms and provisions herein relating to these performance based awards are
intended to satisfy Section 162(m) of the Code and regulations issued
thereunder. The designation of an employee eligible for a specific Performance
Stock Award shall be made by the Committee in writing prior to the beginning
of the period for which the performance is measured (or within such period as
permitted by IRS regulations). The Committee shall establish the maximum
number of shares of Stock to be issued to a designated Employee if the
performance goal or goals are met. The Committee reserves the right to make
downward adjustments in the maximum amount of an Award if in its discretion
unforeseen events make such adjustment appropriate.
7.2 PERFORMANCE GOALS. Performance goals determined by the Committee may be
based on specified increases in cash flow, net profits, Stock price, Company,
segment or Affiliate sales, market share, earnings per share, return on
assets, and/or return on stockholders' equity.
7.3 ELIGIBILITY. The employees eligible for Performance Stock Awards are the
senior officers (i.e., chief executive officer, president, vice presidents,
secretary, treasurer, and similar positions) of the Company and its
Affiliates, and such other employees of the Company and its Affiliates as may
be designated by the Committee.
7.4 CERTIFICATE OF PERFORMANCE. The Committee must certify in writing that a
performance goal has been attained prior to issuance of any certificate for a
Performance Stock Award to any Employee. If the Committee certifies the
entitlement of an Employee to the Performance Stock Award, the certificate
will be issued to the Employee as soon as administratively practicable, and
subject to other applicable provisions of the Plan, including but not limited
to, all legal requirements and tax withholding. However, payment may be made
in shares of Stock, in cash, or partly in cash and partly in shares of Stock,
as the Committee shall decide in its sole discretion. If a cash payment is
made in lieu of shares of Stock, the number of shares represented by such
payment shall not be available for subsequent issuance under this Plan.
ARTICLE VIII--ADMINISTRATION
The Plan shall be administered by the Committee. All questions of
interpretation and application of the Plan and Awards shall be subject to the
determination of the Committee. A majority of the members of the Committee
shall constitute a quorum. All determinations of the Committee shall be made
by a majority of its members. Any decision or determination reduced to writing
and signed by a majority of the members shall be as effective as if it had
been made by a majority vote at a meeting properly called and held. This Plan
shall be administered in such a manner as to permit the Options which are
designated to be Incentive Options to qualify as Incentive Options. In
carrying out its authority under this Plan, the Committee shall have full and
final authority and discretion, including but not limited to the following
rights, powers and authorities, to:
(a) determine the Eligible Persons to whom and the time or times at which
Options or Awards will be made,
(b) determine the number of shares and the purchase price of Stock
covered in each Option or Award, subject to the terms of the Plan,
(c) determine the terms, provisions and conditions of each Option and
Award, which need not be identical,
(d) accelerate the time at which any outstanding Option or SAR may be
exercised, or Restricted Stock Award will vest,
(e) define the effect, if any, on an Option or Award of the death,
disability, retirement, or termination of employment of the Employee,
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(f) prescribe, amend and rescind rules and regulations relating to
administration of the Plan, and
(g) make all other determinations and take all other actions deemed
necessary, appropriate, or advisable for the proper administration of this
Plan.
The actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of this Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive
and binding on all parties.
ARTICLE IX--AMENDMENT OR TERMINATION OF PLAN
The Board of Directors of the Company may amend, terminate or suspend this
Plan at any time, in its sole and absolute discretion; provided, however, that
to the extent required to qualify this Plan under Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended, no amendment
that would (a) materially increase the number of shares of Stock that may be
issued under this Plan, (b) materially modify the requirements as to
eligibility for participation in this Plan, or (c) otherwise materially
increase the benefits accruing to participants under this Plan, shall be made
without the approval of the Company's stockholders; provided further, however,
that to the extent required to maintain the status of any Incentive Option
under the Code, no amendment that would (a) change the aggregate number of
shares of Stock which may be issued under Incentive Options, (b) change the
class of employees eligible to receive Incentive Options, or (c) decrease the
Option price for Incentive Options below the Fair Market Value of the Stock at
the time it is granted, shall be made without the approval of the Company's
stockholders. Subject to the preceding sentence, the Board of Directors shall
have the power to make any changes in the Plan and in the regulations and
administrative provisions under it or in any outstanding Incentive Option as
in the opinion of counsel for the Company may be necessary or appropriate from
time to time to enable any Incentive Option granted under this Plan to
continue to qualify as an incentive stock option or such other stock option as
may be defined under the Code so as to receive preferential federal income tax
treatment.
ARTICLE X--MISCELLANEOUS
10.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside nor
shall a trust fund of any kind be established to secure the rights of any
Eligible Person under this Plan. All Eligible Persons shall at all times rely
solely upon the general credit of the Company for the payment of any benefit
which becomes payable under this Plan.
10.2 NO EMPLOYMENT OBLIGATION. The granting of any Option or Award shall not
constitute an employment contract, express or implied, nor impose upon the
Company or any Affiliate any obligation to employ or continue to employ any
Eligible Person. The right of the Company or any Affiliate to terminate the
employment of any person shall not be diminished or affected by reason of the
fact that an Option or Award has been granted to him.
10.3 FORFEITURE. Notwithstanding any other provisions of this Plan, if the
Committee finds by a majority vote after full consideration of the facts that
an Eligible Person, before or after termination of his employment with the
Company or an Affiliate for any reason (a) committed or engaged in fraud,
embezzlement, theft, commission of a felony, or proven dishonesty in the
course of his employment by the Company or an Affiliate, which conduct damaged
the Company or Affiliate, or disclosed trade secrets of the Company or an
Affiliate, or (b) participated, engaged in or had a material, financial or
other interest, whether as an employee, officer, director, consultant,
contractor, stockholder, owner, or otherwise, in any commercial endeavor in
the United States which is competitive with the business of the Company or an
Affiliate without the written consent of the Company or Affiliate, the
Eligible Person shall forfeit all outstanding Options and all outstanding
Awards including all exercised Options and other situations pursuant to which
the Company has not yet delivered a stock certificate. Clause (b) shall not be
deemed to have been violated solely by reason of the Eligible Person's
ownership of stock or securities of any publicly owned corporation, if that
ownership does not result in effective control of the corporation.
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The decision of the Committee as to the cause of an Employee's discharge,
the damage done to the Company or an Affiliate, and the extent of an Eligible
Person's competitive activity shall be final. No decision of the Committee,
however, shall affect the finality of the discharge of the Employee by the
Company or an Affiliate in any manner.
10.4 TAX WITHHOLDING. The Company or any Affiliate shall be entitled to
deduct from other compensation payable to each Eligible Person any sums
required by federal, state, or local tax law to be withheld with respect to
the grant or exercise of an Option or SAR, lapse of restrictions on Restricted
Stock, or award of Performance Stock. In the alternative, the Company may
require the Eligible Person (or other person exercising the Option, SAR or
receiving the Stock) to pay the sum directly to the employer corporation. If
the Eligible Person (or other person exercising the Option or SAR or receiving
the Stock) is required to pay the sum directly, payment in cash or by check of
such sums for taxes shall be delivered within 10 days after the date of
exercise or lapse of restrictions. The Company shall have no obligation upon
exercise of any Option or lapse of restrictions on Stock until payment has
been received, unless withholding (or offset against a cash payment) as of or
prior to the date of exercise or lapse of restrictions is sufficient to cover
all sums due with respect to that exercise. The Company and its Affiliates
shall not be obligated to advise an Eligible Person of the existence of the
tax or the amount which the employer corporation will be required to withhold.
10.5 WRITTEN AGREEMENT. Each Option and Award shall be embodied in a written
agreement which shall be subject to the terms and conditions of this Plan and
shall be signed by the Eligible Person and by a member of the Committee on
behalf of the Committee and the Company or an executive officer of the
Company, other than the Eligible Person, on behalf of the Company. The
agreement may contain any other provisions that the Committee in its
discretion shall deem advisable which are not inconsistent with the terms of
this Plan.
10.6 INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. With
respect to administration of this Plan, the Company shall indemnify each
present and future member of the Committee and the Board of Directors against,
and each member of the Committee and the Board of Directors shall be entitled
without further action on his part to indemnity from the Company for, all
expenses (including attorney's fees, the amount of judgments and the amount of
approved settlements made with a view to the curtailment of costs of
litigation, other than amounts paid to the Company itself) reasonably incurred
by him in connection with or arising out of any action, suit, or proceeding in
which he may be involved by reason of his being or having been a member of the
Committee and/or the Board of Directors, whether or not he continues to be a
member of the Committee and/or the Board of Directors at the time of incurring
the expenses, including, without limitation, matters as to which he shall be
finally adjudged in any action, suit or proceeding to have been found to have
been negligent in the performance of his duty as a member of the Committee or
the Board of Directors. However, this indemnity shall not include any expenses
incurred by any member of the Committee and/or the Board of Directors in
respect of matters as to which he shall be finally adjudged in any action,
suit or proceeding to have been guilty of gross negligence or willful
misconduct in the performance of his duty as a member of the Committee and the
Board of Directors. In addition, no right of indemnification under this Plan
shall be available to or enforceable by any member of the Committee and the
Board of Directors unless, within 60 days after institution of any action,
suit or proceeding, he shall have offered the Company, in writing, the
opportunity to handle and defend same at its own expense. This right of
indemnification shall inure to the benefit of the heirs, executors or
administrators of each member of the Committee and the Board of Directors and
shall be in addition to all other rights to which a member of the Committee
and the Board of Directors may be entitled as a matter of law, contract, or
otherwise.
10.7 GENDER. If the context requires, words of one gender when used in this
Plan shall include the others and words used in the singular or plural shall
include the other.
10.8 HEADINGS. Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of the Plan and shall
not be used in construing the terms of the Plan.
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10.9 OTHER COMPENSATION PLANS. The adoption of this Plan shall not affect
any other stock option, incentive or other compensation or benefit plans in
effect for the Company or any Affiliate, nor shall the Plan preclude the
Company from establishing any other forms of incentive or other compensation
for employees of the Company or any Affiliate.
10.10 OTHER OPTIONS OR AWARDS. The grant of an Option or Award shall not
confer upon the Eligible Person the right to receive any future or other
Options or Awards under this Plan, whether or not Options or Awards may be
granted to similarly situated Eligible Persons, or the right to receive future
Options or Awards upon the same terms or conditions as previously granted.
10.11 GOVERNING LAW. The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Delaware.
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EXHIBIT C
AMEDISYS, INC.
DIRECTORS' STOCK OPTION PLAN
ARTICLE I
PURPOSE
The purpose of the AMEDISYS, INC. Directors' Stock Option Plan (the "Plan")
is to secure for AMEDISYS, INC. and its stockholders the benefits arising from
stock ownership by its Directors. The Plan will provide a means whereby
eligible Directors may purchase shares of the common stock, $.001 par value,
of AMEDISYS, INC. pursuant to options granted in accordance with the Plan.
ARTICLE II
DEFINITIONS
The following capitalized terms used in the Plan shall have the respective
meanings set forth in this Article:
2.1 "Annual Grant Date" shall mean July 1 of each calendar year commencing
July 1, 1998 during the term of the Plan or the nearest preceding business day
if July 1 falls on a weekend or holiday.
2.2 "Board" shall mean the Board of Directors of AMEDISYS, INC.
2.3 "Chairman" shall mean the duly appointed Chairman of any standing
Committee of the Board.
2.4 "Change of Control" shall mean the occurrence of any of the following
acts:
(a) The acquisition by any person, entity or "group" within the meaning
of (S) 13(d) or 14(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of thirty (30%) percent or more of either the then
outstanding shares of the Company's Common Stock or the combined voting
power of the Company's then outstanding voting securities entitled to vote
generally in the election of directors; provided, however, the purchase by
underwriters in a firm commitment public offering of the Company's
securities shall not constitute a Change of Control; or
(b) If the individuals who serve on the Company's Board as of July 1,
1998 (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, any person who becomes a Director
subsequent to July 1, 1998, whose election or nomination for election by
the Company's stockholders was approved by a vote of at least a majority of
the Directors then compiling the Incumbent Board, shall for purposes of
this Agreement be considered as if such person was a member of the
Incumbent Board; or
(c) Approval by the Company's stockholders of: (i) a merger,
reorganization or consolidation whereby the Company's stockholders
immediately prior to such approval do not, immediately after consummation
of such reorganization, merger or consolidation own more than 50% of the
combined voting power entitled to vote generally in the election of
directors of the surviving entity's then outstanding voting securities; or
(ii) liquidation or dissolution of the Company; or (iii) the sale of all or
substantially all of the assets of the Company.
2.5 "Committee" shall mean a duly appointed standing committee of the Board.
2.6 "Common Stock" shall mean the common stock, $.001 par value of the
Company.
2.6 "Company" shall mean Amedisys, Inc. and any of its subsidiaries.
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2.8 "Director" shall mean any person who is a member of the Board of the
Company.
2.9 "Eligible Director" shall be any Director who is not a full or part-time
employee of the Company.
2.10 "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
2.11 "Exercise Price" shall mean the price per share at which an Option may
be exercised.
2.12 "Fair Market Value" shall mean the closing price of a share of Common
Stock on the principal securities exchange on which such Common Stock is
traded on the last preceding business day prior to the date as to which Fair
Market Value is being determined, or on the next preceding business day on
which such Common Stock is traded, if no shares of Common Stock were traded on
such date. If the Common Stock is not traded on a securities exchange, Fair
Market Value shall be the closing sales price of the Common Stock as reported
on the NASDAQ-National Market System for the last preceding business day prior
to the date on which Fair Market Value is to be determined or on the next
preceding business day if the Common Stock was not traded on such date. If the
Common Stock is not quoted on the NASDAQ-National Market System, Fair Market
Value shall be the average of the high bid and low asked prices of the Common
Stock in the over-the-counter market on the last preceding business day prior
to the day as of which Fair Market Value is being determined, or on the next
preceding day on which such high bid and low asked prices were recorded. If
the Common Stock is not publicly traded, Fair Market Value shall be determined
by the Board, in good faith, but only during any period in which no equity
security of the Company's is registered pursuant to (S) 12 of the Exchange
Act. In no case shall Fair Market Value be less than the par value per share
of the Common Stock. Fair market value shall be determined without regard to
any restriction other than a restriction which, by its terms, will never
lapse.
2.13 "Grant Date" shall mean the Initial Grant Date or the Annual Grant Date
as appropriate.
2.14 "Initial Grant Date" shall mean with respect to each Eligible Director,
the latter of (i) the date such Eligible Director is first elected as a member
of the Board, and (ii) July 1, of each year thereafter, so long as such member
is a Director during the term of the Plan.
2.15 "Option" shall mean an Option, including a Reload Option, to purchase
shares granted pursuant to the Plan.
2.16 "Option Agreement" shall mean the written agreement described in
Article VI herein.
2.17 "Permanent Disability" shall mean the condition of an Eligible Director
who is unable to participate as a member of the Board by reason of any
medically determined physical or mental impairment which can be expected to
result in death or which can be expected to last for a continuous period of
not less than twelve (12) months.
2.18 "Purchase Price" shall be the Exercise Price multiplied by the number
of whole shares of Common Stock with respect to which an Option may be
exercised.
2.19 "Plan" shall mean this Amedisys, Inc. Directors' Stock Option Plan.
2.20 "Reload Option" means an option granted to an Eligible Director equal
to the number of shares of Common Stock delivered by the Eligible Director to
pay for the exercise of an Option as more fully described in Article XIII--
RELOAD OPTIONS.
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ARTICLE III
ADMINISTRATION
3.1 General. This Plan shall be administered by the Board in accordance with
the express provisions of this Plan, subject to the restrictions contained in
(S) 16 of the Exchange Act.
3.2 Powers of the Board. The Board shall have full and complete authority to
adopt such rules and regulations and to make all such other determinations not
inconsistent with the Plan or (S) 16 of the Exchange Act (once the Common
Stock is registered pursuant to (S) 12 of the Exchange Act), as may be
necessary for the administration of the Plan.
3.3 Section 16 Compliance. It is the intention of the Company that the Plan,
and the administration of the Plan (once the Company's Common Stock is
registered pursuant to (S) 12 of the Exchange Act) comply in all respects with
(S) 16 of the Exchange Act and the rules and regulations promulgated
thereunder. If any Plan provision, or any aspect of the administration of the
Plan, is found not to be in compliance with (S) 16 of the Exchange Act, the
provision or administration shall be deemed null and void, and in all events
the Plan shall be construed in favor of its meeting the requirements of Rule
16b-3 promulgated under the Exchange Act.
ARTICLE IV
SHARES SUBJECT TO PLAN
Subject to adjustment in accordance with Articles IX and XII an aggregate of
75,000 shares of Common Stock are reserved for issuance under the Plan. Shares
of Common Stock reserved under this Plan may be either authorized, but
unissued shares of Common Stock or reacquired shares of Common Stock. If an
Option, or any portion thereof, shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares of Common Stock
covered by such Option shall be available for future grants of Options.
ARTICLE V
NON-DISCRETIONARY GRANTS
5.1 Initial Grants. On the Initial Grant Date, each Eligible Director shall
receive the grant of an Option to purchase 5,0000 shares of Common Stock.
5.2 Annual Grants. On each Annual Grant Date, each Eligible Director shall
receive the grant of an Option to purchase 5,000 shares of Common Stock.
5.3 Committee Service. Each Eligible Director who serves on a Committee,
other than the Executive Committee, shall receive the grant of additional
Options to purchase 1,000 shares of Common Stock on the Initial Grant Date and
each Annual Grant Date, for each Committee he serves on as of the Grant date.
Service on the Executive Committee shall entitle an Eligible Director to
receive Options to purchase 2,000 shares of Common Stock on the Initial Grant
Date and each Annual Grant Date. The grant of Options pursuant to this Section
5.3 shall be in addition to the grant of Options contained in Sections 5.1 and
5.2, respectively.
5.4 Chairman of Committee. Each Eligible Director who serves as a Chairman
of a Committee as of a Grant Date, other than the Chairman of the Executive
Committee, shall receive an additional grant of Options to purchase 1,500
shares of Common Stock for each Chairmanship on the Initial Grant Date and
each Annual Grant Date. Service as Chairman of the Executive Committee shall
entitle an Eligible Director to receive additional Options to purchase 2,500
shares of Common Stock on the Initial Grant Date and each Annual Grant Date.
The grant of Options pursuant to this Section 5.4 shall be in addition to the
grant of Options contained in Sections 5.1, 5.2 and 5.3, respectively.
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ARTICLE VI
TERMS OF OPTION
Each Option shall be evidenced by a written Option Agreement executed by the
Company and the Eligible Director which shall specify the Grant Date, the
number of shares of Common Stock subject to the Option, the Exercise Price and
shall also include or incorporate by reference the substance of all of the
following provisions and such other provisions consistent with this Plan as
the Board may determine:
6.1 Term. The term of the Option shall be five (5) years from the Grant Date
of each Option, subject to earlier termination in accordance with Articles VI
and X of the Plan.
6.2 Restriction on Exercise. No Option shall be exercisable until six (6)
months after the Grant Date, except in the case of the Eligible Director's
death or permanent disability, upon which events the Option will become
immediately exercisable. Thereafter, an Option, or any portion thereof, may be
exercised until the earlier of the expiration of the Option's term or
termination of the Option in accordance with this Article VI.
6.3 Exercise Price. The Exercise Price for each share of Common Stock
subject to an Option shall be the Fair Market Value of the Common Stock as
determined in Section 2.12 herein.
6.4 Manner of Exercise. An Option shall be exercised in accordance with its
terms, by delivery of a written notice of exercise to the Company and payment
of the full Purchase Price of the shares of Common Stock being purchased. An
Eligible Director may exercise an Option with respect to all or less than all
of the shares of Common Stock for which the Option may then be exercised, but
an eligible Director must exercise the Option in full shares of Common Stock.
6.5 Payment. The Purchase Price pursuant to an Option or portion thereof,
may be paid:
(a) in United States dollars, in cash or by check, bank draft or money
order payable to the Company; or
(b) by delivery of shares of Common Stock owned by an Eligible Director
which has an aggregate Fair Market Value on the date of exercise equal to
the Purchase Price, subject to the provisions of (S) 16(b) of the Exchange
Act; or
(c) to the extent authorized by the Board, or if specified in the Option
being exercised, by a promissory note from optionee to the Company, upon
such terms and conditions determined by the Board and secured by the Common
Stock issuable upon exercise of the Option; or
(d) by any combination of the above methods of payment.
6.6 Transferability. No Option shall be transferable otherwise than by will
or the laws of descent and distribution, and an Option shall be exercisable
during the Eligible Director's lifetime only by the Eligible Director, his
guardian or legal representative.
6.7 Termination of Membership on the Board. If an Eligible Director's
membership on the Board terminates for any reason, an Option held on the date
of termination may be exercised in whole or in part at any time within one (1)
year after the date of such termination (but in no event after the actual
expiration of the term of the Option) and shall thereafter terminate.
ARTICLE VII
GOVERNMENT AND OTHER REGULATIONS
7.1 Delivery of Common Stock. The obligation of the Company to issue or
transfer and deliver shares of Common Stock for exercised Options under the
Plan shall be subject to all applicable laws, regulations, rules, orders and
approvals which shall then be in effect.
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7.2 Holding of Stock After Exercise of Option. The Option Agreement shall
provide that the Eligible Director, by accepting such Option, represents and
agrees, for the Eligible Director and his permitted transferees, that none of
the shares of Common Stock purchased upon exercise of the Option shall be
acquired with a view to any sale, transfer or distribution of the shares in
violation of the Securities Act of 1933, as amended (the "Act") and the person
exercising an Option shall furnish evidence satisfactory to that Company to
that effect, including an indemnification of the Company in the event of any
violation of the Act by such person.
ARTICLE VIII
WITHHOLDING TAX
The Company may, in its discretion, require an Eligible Director to pay to
the Company, at the time of exercise of an Option an amount that the Company
deems necessary to satisfy its obligations, if any, to withhold federal, state
or local income or other taxes (which for purposes of this Article VIII
includes an Eligible Director's FICA obligation) incurred by reason of such
exercise. When the exercise of an Option does not give rise to the obligation
to withhold federal income taxes on the date of exercise, the Company may, in
its discretion, require an Eligible Director to place shares of Common Stock
received upon exercise of the Option in escrow for the benefit of the Company
until such time as federal income tax withholding is required on amounts
included in the Eligible Director's gross income as a result of the exercise
of an Option. At such time, the Company, in its discretion, may require an
Eligible Director to pay to the Company an amount that the Company deems
necessary to satisfy its obligation to withhold federal, state or local taxes
incurred by reason of the exercise of the Option, in which case the shares of
Common Stock will be released from escrow upon such payment by an Eligible
Director.
ARTICLE IX
ADJUSTMENTS
9.1 Proportionate Adjustments. If the outstanding shares of Common Stock are
increased, decreased, changed into or exchanged into a different number or
kind of shares of Common Stock or securities of the Company through
reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar transaction, an appropriate and
proportionate adjustment shall be made to the maximum number and kind of
shares of Common Stock as to which Options may be granted under this Plan. A
corresponding adjustment changing the number or kind of shares of Common Stock
allocated to unexercised Options or portions thereof, which shall have been
granted prior to any such change, shall likewise be made. Any such adjustment
in the outstanding Options shall be made without change in the Purchase Price
applicable to the unexercised portion of the Option with a corresponding
adjustment in the Exercise Price of the shares of Common Stock covered by the
Option. Notwithstanding the foregoing, there shall be no adjustment for the
issuance of shares of Common Stock on conversion of notes, preferred stock or
exercise of warrants or shares of Common Stock issued by the Board for such
consideration as the Board deems appropriate.
9.2 Dissolution or Liquidation. Upon the dissolution or liquidation of the
Company, or upon a reorganization, merger or consolidation of the Company with
one or more corporations as a result of which the Company is not the surviving
corporation, or upon a sale of substantially all of the property or more than
80% of the then outstanding shares of Common Stock of the Company to another
corporation, the Company shall give to each Eligible Director at the time of
adoption of the plan for liquidation, dissolution, merger or sale either (1) a
reasonable time thereafter within which to exercise the Option prior to the
effective date of such liquidation or dissolution, merger or sale, or (2) the
right to exercise the Option as to an equivalent number of shares of Common
Stock of the corporation succeeding the Company or acquiring its business by
reason of such liquidation, dissolution, merger, consolidation or
reorganization.
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ARTICLE X
AMENDMENT OR TERMINATION OF PLAN
10.1 Amendments. The Board may at any time amend or revise the terms of the
Plan, provided no such amendment or revision shall, unless appropriate
stockholder approval of such amendment or revision is obtained:
(a) materially increase the maximum number of shares of Common Stock
which may be sold pursuant to Options granted under the Plan;
(b) materially increase the benefits accruing to participants under the
Plan;
(c) materially modify the requirements as to eligibility for participants
in the Plan.
10.2 Termination. The Board may suspend or terminate this Plan at any time.
This Plan, unless sooner terminated, shall terminate on the tenth (10th)
anniversary of its adoption by the Board. No Option may be granted under this
Plan, while this Plan is suspended or after it is terminated.
10.3 Holder of Consent. No amendment, suspension or termination of the Plan
shall, without the consent of the holder of Options, alter or impair any
rights or obligations under any Option theretofore granted under the Plan.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 Privilege of Stock Ownership. No Eligible Director entitled to exercise
any Option granted under the Plan shall have any of the rights or privileges
of a stockholder of the Company with respect to any shares of Common Stock
issuable upon exercise of an Option until certificates representing the shares
of Common Stock shall have been issued and delivered.
11.2 Plan Expenses. Any expenses incurred in the administration of the Plan
shall be borne by the Company.
11.3 Use of Proceeds. Payments received from an Eligible Director upon the
exercise of Options shall be used for general corporate purposes of the
Company.
11.4 Governing Law. The Plan has been adopted under the laws of the State of
Delaware. The Plan and all Options which may be granted hereunder and all
matters related thereto, shall be governed by and construed and enforceable in
accordance with the laws of the State of Delaware as it then exists.
11.5 Gender and Number. Except as otherwise indicated by the context,
reference to the masculine gender shall include the feminine gender, the
plural shall include the singular and the singular shall include the plural.
11.6 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
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ARTICLE XII
STOCKHOLDER APPROVAL AND EFFECTIVE DATE
The Plan shall be submitted for approval by the holders of the outstanding
voting stock of the Company within twelve (12) months from the date the Plan
is adopted by the Board; provided, however, that if such vote was not
solicited substantially in accordance with the rules and regulations, if any,
in effect under (S) 14(a) of the Exchange Act, at the time of such vote, the
Company will furnish in writing to the holders of record of the securities
entitled to vote for the Plan, substantially the same information concerning
the Plan which would be required by the rules and regulations in effect under
(S) 14(a) of the Exchange Act, as if proxies to be voted with respect to the
approval or disapproval of the Plan were then being solicited, on or prior to
the date of the first annual meeting of security holders held subsequent to
the later of (i) the first registration of an equity security under (S) 12 of
the Exchange Act; or (ii) the acquisition of an equity security for which an
exemption is claimed. The Plan shall be deemed approved by the holders of the
outstanding voting stock of the Company by the affirmative vote of the holders
of a majority of the voting shares of the Company represented and voting at a
duly held meeting at which a quorum is present. Any Options granted under the
Plan prior to obtaining such stockholder approval shall be granted under the
conditions that the Options so granted (i) shall not be exercisable prior to
such approval, and (ii) shall become null and void if such stockholder
approval is not obtained.
ARTICLE XIII
RELOAD OPTIONS
13.1 Reload Option. Whenever the optionee holding any Option outstanding
under the Plan (including Reload Options granted under this Article XIII)
exercises the Option and makes payment of the Exercise Price pursuant to
Section 6.5(b) by tendering Common Stock previously held by the optionee, then
the Company shall automatically grant a Reload Option for the number of shares
of Common Stock that is equal to the number of shares tendered by the optionee
on payment of the Exercise Price of the Option being exercised.
13.2 Reload Option Exercise Price. The Reload Option Exercise Price per
share shall be an amount equal to the Fair Market Value per share of the
Company's Common Stock determined as of the date of receipt by the Company of
the notice by optionee to exercise the Option.
13.3 Term of Reload Option. The exercise period of the Reload Option shall
expire, and the Reload Option shall no longer be exercisable, on the later of
(i) expiration date of the original surrendered Option, or (ii) one year from
the date of grant.
13.4 Restriction on Exercise. Any Reload Option granted under this Article
XIII shall vest immediately, but shall not be exercisable until the end of six
months after the date of its issuance, except in the case of the death or
permanent disability of the optionee, upon which event the Reload Option will
become immediately exercisable.
13.5 Other Terms of Reload Options. All other terms of the Reload Options
granted hereunder shall be identical to the terms and conditions of the
original Option, the exercise of which gives rise to the grant of the Reload
Option.
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EXHIBIT D
AMEDISYS, INC.
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the 1998 Employee Stock Purchase
Plan of Amedisys, Inc.
1. Purpose. The purpose of the Plan is to provide employees of the Company
and its Designated Subsidiaries with an opportunity to purchase Common Stock
of the Company. It is the intention of the Company to have the Plan qualify as
an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue
Code of 1986, as amended. The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.
2. Definitions.
a) "Board" shall mean the Board of Directors of the Company.
b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
c) "Common Stock" shall mean the Common Stock of the Company.
d) "Company" shall mean Amedisys, Inc., a Delaware corporation.
e) "Compensation" shall mean all regular straight time gross earnings and
commissions, and shall not include payments for overtime, shift premium,
incentive compensation, incentive payments, bonuses and other
compensation.
f) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status
as an Employee shall not be considered interrupted in the case of a
leave of absence agreed to in writing by the Company, provided that such
leave is for a period of not more than 90 days or re-employment upon the
expiration of such leave is guaranteed by contract or statute.
g) "Contributions" shall mean all amounts credited to the account of a
participant pursuant to the Plan.
h) "Designated Subsidiaries" shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
i) "Employee" shall mean any person, including an Officer, who is
customarily employed for at least twenty (20) hours per week and more
than five (5) months in a calendar year by the Company or one of its
Designated Subsidiaries.
j) "Exchange Act" shall mean the Securities Exchange Act of 1934, amended.
k) "Exercise Date" shall mean the last day of each Offering Period of the
Plan.
l) "Purchase Date" shall mean the last day of each purchase period of the
Plan.
m) "Offering Date" shall mean the first business day of each Offering
Period of the Plan.
n) "Offering Period" shall mean an initial period of five (5) months
commencing August 1, 1998, and thereafter a period of six (6) months
commencing on January 1 and July 1 of each year except as otherwise
indicated by the Company.
o) "Officer" shall mean a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
p) "Plan" shall mean this Employee Stock Purchase Plan.
q) "Subsidiary" shall mean a corporation, domestic or foreign, of which not
less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
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3. Eligibility.
a) Any person who is an Employee as of the Offering Date of a given Offering
Period shall be eligible to participate in such Offering Period under the
Plan, subject to the requirements of Section 5(a) and the limitations imposed
by Section 423(b) of the Code.
b) Any provisions of the Plan to the contrary notwithstanding, no Employee
shall be granted an option under the Plan (i), if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such an Employee pursuant to Section 424(d) of the Code) would own stock
and/or hold outstanding options to purchase stock possessing five percent (5%)
or more of the total combined working power or value of all classes of stock
of the Company or of any subsidiary of the Company, or (ii) if such option
would permit his or her rights to purchase stock under all employee stock
purchase plans (described in Section 423 of the Code) of the Company and its
Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) of fair market value of such stock (determined at the time such
option is granted) for each calendar year in which such option is outstanding
at any time.
4. Offering Periods.
a) The Plan shall be implemented by a series of Offering Periods of six (6)
months duration, with new Offering Periods commencing on or about January 1
and July 1 of each year (or at such other time or times as may be determined
by the Board of Directors). The Plan shall continue until terminated on
accordance with Section 19 hereof. The Board of directors of the Company shall
have the power to change the duration and/or the frequency of Offering Period
with respect to future offerings without shareholder approval if such change
is announced at least fifteen (15) days prior to the scheduled beginning of
the first Offering Period to be affected. Eligible employees may not
participate in more than one Offering at a time.
5. Participation.
a) An eligible Employee may become a participant in the Plan by completing a
subscription agreement on the form provided by the Company and filing it with
the Company's payroll office prior to the applicable Offering Date, unless a
later time for filing the subscription agreement is set by the Board for all
eligible Employees with respect to a given offering. The subscription
agreement shall set forth the whole number percentage of the participant's
Compensation (which shall be not less than 1% and not more than 15%) to be
paid as Contributions pursuant to the Plan.
b) Payroll deductions shall commence on the first payroll following the
Offering Date and shall end on the last payroll paid prior to the Exercise
Date of the Offering Period to which the subscription agreement is applicable,
that unless sooner terminated by the participant as provided in Section 10,
provided however, that any payroll paid within five (5) business days
preceding the Exercise Date will be included in the subsequent Offering
Period.
6. Method of Payment of Contributions.
a) The participants shall elect to have payroll deductions made on each
payday during the Offering Period in an amount not less than one percent (1%)
and not more than fifteen percent (15%) (in whole number increments) of such
participant's Compensation on each such payday. All payroll deductions made to
a participant shall be credited to his or her account under the Plan. A
participant may not make any additional payments into such account.
b) A participant may discontinue his or her participation in the Plan as
provided in Section 10, or, on one occasion only during the Offering Period,
may decrease the rate of his or her Contributions during the Offering Period
by completing and filing with the Company a new subscription agreement. The
change in rate shall be effective as of the beginning of the next calendar
month following the date of filing of the new subscription agreement, if the
agreement is filed at least ten (10) business days prior to such date and, if
not, as of the beginning of the next succeeding calendar month.
D-2
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7. Grant of Option.
a) On the Offering Date of each Offering Period, each eligible Employee
participating in such Offering Period shall be granted an option to purchase
on the Exercise Date a number of shares of the Company's Common Stock
determined by dividing such Employee's Contribution accumulated prior to such
Purchase Date and retained in the participant's account as of the Purchase
Date by the lower of (i) eighty-five (85%) of the fair market value of a share
of the Company's Common Stock on the Offering Date, or (ii) eighty-five
percent (85%) of the fair market value of the Company's Common Stock on the
Purchase Date; provided however, that the maximum number of shares an Employee
may purchase during each Offering Period shall be 5,000 shares, and provided
further that such purchase shall be subject to the limitations set forth in
Section 3(b) and 13. The fair market value of a share of the Company's Common
Stock shall be determined as provided in Section 7(b).
b) The option price per share of the shares offered in a given Offering
Period shall be the lower of: (i) 85% of the fair market value of a share of
the Common Stock of the Company on the Offering Date; or (ii) 85% of the fair
market value of a share of the Common Stock of the Company on the Exercise
Date. The fair market value of the Company's Common Stock on a given date
shall be determined by the Board in its discretion based on the closing price
of the Common Stock for such date (or, in the event that the common Stock is
not traded on such date, on the immediately preceding trading date on which
there was a closing price), as reported by the National Association of
Securities Dealers Automated Quotation (Nasdaq) National Market or, if such
price is not reported, the mean of the bid and asked prices per share of the
Common Stock as reported by Nasdaq or, in the event the Common Stock is listed
on a stock exchange, the fair market value per share shall be the closing
price or such exchange on such date (or, in the event that the Common Stock is
not traded on such date, on the immediately preceding trading date), as
reported in the Wall Street Journal.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10, his or her option for the purchase of shares will be
exercised automatically on the Exercise Date of the Offering Period, and the
maximum number of full shares subject to the option will be purchased at the
applicable option price with the accumulated Contributions in his or her
account. The shares purchased upon exercise of an option hereunder shall be
deemed to be transferred to the participant on the Exercise Date. During his
or her lifetime, a participant's option to purchase shares hereunder is
exercisable only by him or her.
9. Delivery. As promptly as practicable after the Exercise Date of each
Offering Period, the Company shall arrange the delivery to each participant,
as appropriate, including but not limited to, direct deposit into a book entry
account or brokerage account, the shares purchased upon exercise of his or her
option. Any cash remaining to the credit of a participant's account under the
Plan after a purchase by him or her of shares on the Exercise Date, other than
amounts representing fractional shares, will be returned to him or her as soon
as practicable. Amounts representing fractional shares will be carried forward
for use in subsequent purchases.
10. Voluntary Withdrawal; Termination of Employment.
a) A participant may withdraw all but not less than all the Contributions
credited to his or her account under the Plan at any time prior to two (2)
business days prior to the Exercise Date of the Offering Period by completing
a Company approved notification. All of the participant's Contributions
credited to his or her account will be paid to him or her as soon as
practicable after receipt of his or her notice of withdrawal and his or her
option for the current period will be automatically terminated, and no further
Contributions for the purchase of shares will be made during the Offering
Period.
b) Upon termination of the participant's Continuous Status as an Employee
prior to the Exercise Date of an Offering Period for any reason, including
retirement or death, the Contributions credited to his or her account will be
returned to him or her or in the case of his or her death, to the person or
persons entitled thereto under Section 14, and his or her option will be
automatically terminated.
c) In the event an Employee fails to remain in Continuous Status as an
Employee of the Company for at least twenty (20) hours per week during the
Offering Period in which the employee is participant, he or she will
D-3
<PAGE>
be deemed to have elected to withdraw from the Plan and the Contributions
credited to his or her account will be returned to him or her and his or her
option terminated.
d) A participant's withdrawal from an offering will not have any effect upon
his or her eligibility to participate in a succeeding offering or in any
similar plan which may hereafter be adopted by the Company.
11. Interest. No interest shall accrue on the Contributions of a participant
in the Plan.
12. Stock.
a) The maximum number of shares of the Company's Common Stock which shall be
made available for sale under the Plan shall be 1,000,000 shares, subject to
adjustment upon changes in capitalization of the Company as provided in
Section 18. If the total number of shares which would otherwise be subject to
options granted pursuant to Section 7(a) on the Offering Date of an Offering
Period exceeds the number of shares then available under the Plan (after
deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the shares
remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event, the
Company shall give written notice of such reduction of the number of shares
subject to the option to each Employee affected thereby and shall similarly
reduce the rate of Contributions, if necessary.
b) The participant will have no interest or voting right in shares covered
by his or her option until such option has been exercised.
c) Shares to be delivered to a participant under the Plan will be registered
in the name of the participant or in the "Street Name" of a Company approved
broker.
13. Administration. The Board, or a committee named by the Board, shall
supervise and administer the Plan and shall have full power to adopt, amend
and rescind any rules deemed desirable and appropriate for the administration
of the Plan and not inconsistent with the Plan, to construe and interpret the
Plan, and to make all other determinations necessary or advisable for the
administration of the Plan. The composition of the committee shall be in
accordance with the requirements to obtain or retain any available exemption
from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16b-3
promulgated thereunder.
14. Designation of Beneficiary.
a) A participant may file a written designation of a beneficiary who is to
receive shares and cash, if any, from the participant's account under the Plan
in the event of such participant's death subsequent to the end of an Offering
Period but prior to delivery to him or her of such shares and cash. In
addition a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to the Exercise Date of an Offering Period.
If a participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.
b) Such designation of beneficiary may be changed by the participant (and
his or her spouse, if any) at any time by written notice. In the event of the
death of a participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such participant's death, the
Company shall deliver such shares and/or cash to the executor or administrator
of the estate of the participant, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash to the spouse or to any one or
more dependents of relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may
designate.
15. Transferability. Neither Contributions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 13) by
D-4
<PAGE>
the participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such
act as election to withdraw funds in accordance with Section 10.
16. Use of Funds. All Contributions received or held by the Company under
the Plan may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such Contributions.
17. Reports. Individual accounts will be maintained for each participant in
the Plan. Statements of account will be given to participating Employees
promptly following the Exercise Date, which statements will set forth the
amounts of Contributions, the per share purchase price, the number of shares
purchased and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization; Corporate Transactions.
a) Adjustments. Subject to any required action by the shareholders of the
Company, the number of shares of Common Stock covered by each option under the
Plan which has not yet been exercised and the number of shares of Common Stock
which have been authorized for issuance under the Plan but have not yet been
placed under option (collectively, the "Reserves"), as well as the price per
share of Common Stock covered by each option under the Plan which has not yet
been exercised, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock spit,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except
as expressly provided herein, no issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number and price of shares of Common Stock subject to an option.
b) Corporate Transactions. In the event of the proposed dissolution or
liquidation of the Company, the Offering Period will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided
by the Board. In the event of a proposed sale of all or substantially all of
the assets of the Company, or the merger of the Company with or into another
corporation, each option under the Plan shall be assumed or an equivalent
option shall be substituted by such successor corporation or a parent or
subsidiary of such successor corporation, unless the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or
substitution, to shorten the Offering Period then in progress by setting a new
Exercise Date (the "New Exercise Date"). If the Board shortens the Offering
Period then in progress in lieu of assumption or substitution in the event of
the merger or sale of assets, the Board shall notify each participant in
writing, at least ten (10) days prior to the New Exercise Date, that the
Exercise Date for his or her option has been changed to the New Exercise Date
and that this or her option will be exercised automatically on the New
Exercise Date, unless prior to such date he or she has withdrawn from the
Offering Period as provided in Section 10. For purposes of this paragraph, an
option granted under the Plan shall be deemed to be assumed if, following the
sale of assets or merger, the option confers the right to purchase, for each
share of option stock subject to the option immediately prior to the sale of
assets or merger, the consideration (whether stock, cash or other securities
or property) received in the sale of assets or merger by holders of Common
Stock for each share of Common Stock held on the effective date of the
transaction (and if such holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
shares of Common Stock); provided, however, that if such consideration
received in the sale of assets or merger was not solely common stock of the
successor corporation or its parent (as defined in Section 424(e) of the
Code), the Board may, with the consent of the successor corporation and the
participant, provide for the consideration to be received upon exercise of the
option to be solely common stock of the successor corporation or its parent
equal in fair market value to the per share consideration received by holders
of Common Stock and the sale of assets or merger.
D-5
<PAGE>
19. Amendment or Termination.
a) The Board of Directors of the Company may at any time terminate or amend
the Plan. Except as provided in Section 19, no such termination may affect
options previously granted, nor may an amendment make any change in any option
theretofore granted which adversely affects the rights of any participant. In
addition, to the extent necessary to comply with Rule 16b-3 under the Exchange
Act, or under Section 423 of the Code (or any successor rule or provision or
any applicable law or regulation), the Company shall obtain shareholder
approval in such a manner and to such a degree as so required.
b) Without shareholder consent and without regard to whether any
participants' rights may be considered to have been adversely affected, the
Board (or its committee) shall be entitled to change the Offering Periods and
purchase periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a participant in order to
adjust for delays or mistakes in the Company's processing of properly
completed withholding elections, establish reasonable waiting and adjustment
periods and/or accounting and crediting procedures to ensure that amounts
applied toward the purchase of Common Stock for each participant properly
correspond with amounts withheld from the participant's compensation, and
establish such other limitations or procedures as the Board (or its committee)
determines in its sole discretion, which are consistent with the Plan.
20. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location or by
the person, designated by the Company for the receipt thereof.
21. Conditions Upon Issuance of Shares.
a) Shares shall not be issued with respect to an option unless the exercise
of such option and the issuance and delivery of such shares pursuant thereto
shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.
b) As a consideration to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any
of the aforementioned applicable provisions of law.
c) Each participant agrees, by entering the Plan, to promptly give the
Company notice of any disposition of shares purchased under the Plan where
such disposition occurs within two (2) years after the date of grant of the
option pursuant to which such shares were purchased.
22. Term of Plan; Effective Date. The Plan shall become effective upon the
earlier to occur of its adoption by the Board of Directors or its approval by
the shareholders of the Company. It shall continue in effect for a term of ten
(10) years unless sooner terminated under Section 20.
23. Additional Restriction of Rule 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject
to Section 16 of the Exchange Act shall comply with the applicable provisions
of Rule 16b-3. This Plan shall be deemed to contain, and such options shall
contain, and the shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.
D-6
<PAGE>
AMEDISYS, INC.
ANNUAL MEETING OF STOCKHOLDERS
JULY 16, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMEDISYS, INC.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES SPECIFIED BELOW.
The undersigned stockholder of AMEDISYS, INC. (the "Company") hereby appoints
William F. Borne and James P. Cefaratti, the true and lawful attorneys, agents
and proxies of the undersigned with full power of substitution for and in the
name of the undersigned, to vote all the shares of Common Stock or Common Stock
Equivalents of the Company which the undersigned may be entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at 6230 Blue Bonnet,
Baton Rouge, Louisiana, on Thursday, July 16, 1998 at 10:00 a.m., and any and
all adjournments thereof, with all of the powers which the undersigned would
possess if personally present, for the following purposes:
1. To elect five directors to serve until the
next annual meeting of Stockholders of the
Company and until their successors have been
duly elected and qualified;
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
[_] [_] [_]
</TABLE>
2. To approve the proposed amendment to the
Company's Certificate of Incorporation
increasing the number of authorized shares of
common stock ("Common Stock") from 10,000,000
to 30,000,000 shares.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
[_] [_] [_]
</TABLE>
3. To approve the proposed amendment to the
Company's Certificate of Incorporation
increasing the number of authorized shares of
preferred stock ("Preferred Stock") from
2,500,000 to 5,000,000 shares.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
[_] [_] [_]
</TABLE>
4. To adopt the proposed 1998 Employee Stock
Option Plan;
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
[_] [_] [_]
</TABLE>
5. To adopt the proposed 1998 Directors Stock
Option Plan;
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
[_] [_] [_]
</TABLE>
6. To adopt the proposed 1998 Employee Stock
Purchase Plan;
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
[_] [_] [_]
</TABLE>
7. To ratify the selection of Arthur Andersen
LLP and Hannis T. Bourgeois & Co., LLP as
independent public accountants of the Company
for the fiscal year ending December 31, 1998;
and
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
[_] [_] [_]
</TABLE>
8. To consider and act upon a proposal to transact such other business as may
properly come before the meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED FOR THE CHOICE SPECIFIED. IF NO CHOICE IS SPECIFIED
FOR ITEMS 1, 2, 3, 4, 5, 6 AND 7 THIS PROXY WILL BE VOTED FOR THAT ITEM.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated July 2, 1998.
DATED:__________________________________
----------------------------------------
[Signature]
----------------------------------------
[Signature if jointly held]
----------------------------------------
[Printed Name]
Please sign exactly as name appears on
stock certificate(s). Joint owners
should each sign. Trustees and others
acting in a representative capacity
should indicate the capacity in which
they sign.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
