Chemed (CHE) S-8 Registration of securities for employees

EXHIBIT 4.7

FORM OF RESTRICTED STOCK AWARD

Date

Dear _______________:

I am pleased to inform you that the Compensation/Incentive Committee of Chemed Corporation (the "Company"), has granted you _______ shares of the Company's Capital Stock ("Capital Stock"), par value $1.00 per share, under the 2015 Stock Incentive Plan (the "Plan"). This letter evidences the issuance or transfer of such shares to you today and sets forth the agreement under which such shares (hereinafter sometimes called the "Restricted Shares") are being issued or transferred to you.

1.	The Restricted Shares are issued or transferred to you subject to the following restrictions:
	(a)	As long as you are employed by the Company or a Subsidiary (as defined in paragraph 9 below) and until the restrictions set forth in this subparagraph (a) lapse in accordance with paragraph 5, you will not, except as otherwise specifically required or permitted by this Agreement, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any of the Restricted Shares or any interest therein.
	(b)	During your employment with the Company or a Subsidiary, you will not, except as otherwise required or permitted by this Agreement, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any Restricted Shares, or any interest therein, with respect to which the restrictions on transfer herein imposed have not lapsed ("Non-vested Shares").
2.	Upon the issuance or transfer to you of the Restricted Shares, you shall for all purposes be a stockholder of record of the Company with respect to the Restricted Shares and shall have all rights of a holder of Capital Stock with respect to such shares (including the right to vote such shares at any meeting of holders of Capital Stock and the right to receive all dividends paid with respect to such shares), subject only to the restrictions imposed by paragraph 1 of this Agreement. To evidence such restrictions and until such restrictions shall have lapsed, the certificates or book entry for the Restricted Shares shall carry a legend to the effect, in form satisfactory to the Company's counsel, that they were issued or transferred subject to, and may be sold or otherwise disposed of only in accordance with, the terms of this Agreement.
3.	Under Section 83(b) of the Internal Revenue Code, you may, within 30 days from the date of grant of the Restricted Shares, make an election which would cause you to be taxed on the value of such Shares based on their Fair Market Value (as defined in the Plan) on the date of grant; otherwise, in the absence of such an election, you will be taxed at the time of the lapse on the Restricted Shares, based on their Fair Market Value at the time of the lapse.
4.	In the event that, as the result of a stock dividend, stock split, recapitalization, merger, consolidation, reorganization, or other similar event, you shall, as the owner of Restricted Shares, be entitled, under the provisions of the Plan or otherwise, to new or additional or different shares or securities as follows:
	(a)	such new or additional or different shares or securities shall be deemed "Restricted Shares,"
	(b)	all the provisions of this Agreement relating to restrictions and lapse of restrictions shall be applicable thereto, and
	(c)	the certificates or other instruments evidencing such new or additional or different shares or securities shall bear the legend referred to in the third sentence of paragraph 2. The foregoing restrictions shall not apply to any fractional shares resulting from any such event, or to any pre-emptive or other rights to purchase securities to which you, as a holder of Restricted Shares, may become entitled in connection with a public offering of Capital Stock.
5.	(a)	The restrictions set forth in paragraph 1 above on the transfer of the Restricted Shares shall lapse ratably as follows, subject to all the then applicable provisions of this Agreement:
		_______ Shares on or after [first anniversary of grant]
		_______ Shares on or after [second anniversary of grant]
		_______ Shares on or after [third anniversary of grant]

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	(b)	If your employment with the Company or a Subsidiary shall, while you hold any Non-vested Shares, terminate for any reason other than death, disability, retirement under a retirement plan of the Company or a Subsidiary, or change in control of the Company such Non-vested Shares shall be forfeited by you. If your employment with the Company or a Subsidiary shall, while you hold any Non-vested Shares, terminate by reason of death, disability, or change in control of the Company, the restrictions on transfer applicable to such Non-vested Shares shall lapse pro-rata as of the effective date of such termination of employment. If your employment with the Company or a Subsidiary shall terminate by retirement under a retirement plan of the Company or a Subsidiary the restrictions on transfer shall lapse on a pro rata basis one third on each annual anniversary of the grant.
	(c)	If, as and when the restrictions lapse with respect to Restricted Shares pursuant to this paragraph 5, there will be delivered to you, promptly upon your request, certificates or book entry free of any legend for a like number of shares in exchange for those referred to in paragraph 2 of this Agreement.
6.	Except as otherwise expressly required or permitted by this Agreement, no right, benefit or interest in the Restricted Shares or under this Agreement shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation.
7.	(a)	Nothing in paragraph 1 or elsewhere in this Agreement shall preclude a transfer to your legal representatives following your death or a distribution to the persons provided for in paragraph 7(b)(iii) or shall preclude you, upon not less than thirty (30) days' advance written notice to the Company, from making a gift of any Restricted Shares, or any interest therein, (i) to one or more of your Immediate Family Members, (ii) to a trust of which the beneficiary or beneficiaries of the corpus or of the income, or both, is either yourself or one or more of your Immediate Family Members, or both, or (iii) to a corporation all of the stock of which is owned by you or one or more of your Immediate Family Members, or both. For the purpose of this provision, an "Immediate Family Member" shall be deemed to be a spouse, child, stepchild, grandchild, parent, brother or sister or child of a brother or sister of yours, whether of the whole or half blood, and whether the relationship arose by adoption.
	(b)	The term "Donee," as used in this Agreement, shall be deemed to mean (i) the person, or collectively, all the persons (including a trust or corporation), to whom a gift permitted by paragraph 7(a) has been made by you, (ii) your legal representatives following your death, and (iii) the persons to whom Restricted Shares shall be distributed by your legal representatives as the persons whom they believe to be entitled thereto under your will, or, in case of intestacy, under the laws relating to intestacy.
	(c)	In case of any gift, transfer or distribution to a Donee, (i) the Restricted Shares so given, transferred or distributed shall continue to be subject to all the restrictions and other provisions of this Agreement, (ii) the certificates for the Restricted Shares so given, transferred or distributed shall bear the legend referred to in paragraph 2 of this Agreement, and (iii) the Donee shall, with respect to the Restricted Shares so given, transferred or distributed, have all the powers and shall be required to comply with all the restrictions and other provisions of this Agreement requiring the taking, or refraining from taking, of action to the same extent as you were immediately prior to the making of such gift, transfer or distribution.
8.	Any provision of this Agreement to the contrary, the Company may take such steps as it believes necessary or desirable to obtain sufficient funds from you to pay all taxes, required by law to be withheld in respect of the Restricted Shares including requiring payments to the Company by you or on your behalf and/or taking deductions from amounts payable by the Company to you or on your behalf.
9.	As used in this Agreement, the term "Company or a Subsidiary" shall mean the Company, its divisions and units, and all corporations or other forms of business association of which shares (or other ownership interests) having 50% or more of the voting power regularly entitled to vote for directors (or equivalent management) or regularly entitled to receive 50% or more of the dividends (or their equivalents) paid on the Capital Stock (or its equivalent) are owned or controlled, directly or indirectly, by the Company.
10.	Each of the parties hereto agrees to execute and deliver all consents and other instruments and to take all other action deemed necessary or desirable by counsel for the Company to carry out each term of this Agreement. Each party recognizes that the other party has no adequate remedy at law for breach of this Agreement and recognizes, consents and agrees that the other party shall be entitled to an injunction or decree of specific performance directed to the other party and to the bank acting under any such deposit agreement requiring that the provisions of this Agreement be carried out.
11.	(a)	Any notice to the Company under this Agreement shall be deemed to have been given when delivered in person to the Secretary of the Compensation/Incentive Committee or mailed by certified or registered mail to the Secretary of the Compensation/Incentive Committee at Suite 2600, 255 East Fifth Street, Cincinnati, Ohio 45202, or such other address as the Company may from time to time designate in writing by notice to you given pursuant to paragraph 11(b) hereof.

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	(b)	Any notice to you under or pursuant to this Agreement shall be deemed to have been given if and when delivered to you in person or if and when mailed by certified or registered mail to you at your address hereinabove given or such other address as you may from time to time designate in writing by notice to the Company given pursuant to paragraph 11(a) above.
12.	Notwithstanding any remedy provided for in this Agreement, nothing in this Agreement shall preclude the Company from taking any other action or enforcing any other remedy available to the Company.
13.	This Agreement has been executed pursuant to the Plan of the Company, and the Plan is hereby incorporated herein by reference.
14.	This Agreement shall be binding upon and inure to the benefit of (a) the Company, its successors and assigns, and (b) you, and to the extent applicable, each Donee.
15.	This Agreement has been executed, and it and the Restricted Shares have been or are to be delivered, in accordance with the laws of the State of Ohio, the state in which the Company maintains its principal executive offices, and the validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Ohio.

	Very truly yours,
	CHEMED CORPORATION
Executed and agreed to	By:
as of:		Naomi C. Dallob
		Vice President and Secretary
Date:	Date:

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