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:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] 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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Notes:
[LOGO 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
May 15, 1998
Dear Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
of AMEDISYS, Inc. to be held on Thursday, June 25, 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,
William F. Borne
Chief Executive Officer
AMEDISYS, INC.
3029 S. SHERWOOD FOREST BOULEVARD
SUITE 300
BATON ROUGE, LOUISIANA 70816
____________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 25, 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, June
25, 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 approve an 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.
3. To approve an 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.
4. To adopt the 1998 Employee Stock Option Plan;
5. To adopt the 1998 Directors Stock Option Plan;
6. 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
7. 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 April 29, 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
William F. Borne, Chief Executive Officer
May 15, 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.
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, June 25, 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
May 15, 1998. All costs of soliciting proxies will be borne by the Company.
The close of business on April 29, 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 are currently convertible into,
and entitled to vote on the basis of, 1,621,622 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 and 6.
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 APPROVAL OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK, (iii)FOR THE
APPROVAL OF THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK, (iv) FOR THE
ADOPTION OF THE 1998 EMPLOYEE STOCK OPTION PLAN, (v) FOR THE ADOPTION OF THE
1998 DIRECTORS STOCK OPTION PLAN,
(vi) FOR THE APPROVAL OF THE INDEPENDENT PUBLIC ACCOUNTANTS, AND (vii) TO
TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
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
financial 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 59). 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 on the
board of the American Institute of CPAs ("AICPA"), the highest national office
in the accounting profession. Mr. Netterville has served as chairman of the
AICPA's National Management of Accounting Practice Committee and is a permanent
member of the AICPA's Governing Council. Mr. Netterville serves as a director 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.
2
David R. Pitts (age 60). 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. ("P.A., Inc."), a national hospital and healthcare
consulting firm. Mr. Pitts has over thirty-five years' experience in hospital
operations, healthcare planning and multi-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 40). 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 each
committee member attended each committee meeting.
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.
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. The Board
of Directors will establish an executive committee ("Executive Committee") and
will appoint new Audit and Compensation Committees for the current fiscal year.
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
travel and lodging 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
3
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 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 2,602,687
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 4,337,292 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.
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 ADOPTION OF SUCH
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.
4
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.
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 April 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 Board has reserved
2,500,000 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 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.
5
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 employees severance of employee 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.
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
6
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 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.
7
No grants have been made under the Plan and the amount of any benefits
cannot be determined at this time. For comparison purposes, please refer to
the stock option awards under the Company's existing plan in "Executive
Compensation."
THE BOARD OF DIRECTORS HAS APPROVED THE ADOPTION OF THE PLAN AND UNANIMOUSLY
RECOMMENDS A VOTE FOR THE ADOPTION OF SUCH 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 3
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 250,000 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; or
(ii) April 30, 1999. Thereafter, each Eligible Director receives annual grants
on April 30 of each year 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 1,500
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 2,000 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 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.
8
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.
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
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
9
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.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
NAME AGE CAPACITY
---- --- --------
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
Lynne S. Bernhard 40 President, Amedisys Resource Management
Charles M. McCall 45 President, Staffing and Patient Care
Services
Stephen L. Taglianetti 48 President, Alternative-Site Infusion Therapy
Services
Michael McMaude 30 President, Home Health Care
- -----------------------
(1) Biographical information with respect to this officer was previously
described in Item 1.
James P. Cefaratti was named president and chief operating officer of
AMEDISYS, Inc. in August, 1997, and secretary in 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
10
business administration with a major in accounting from Louisiana State
University and is licensed as a Certified Public Accountant in the state of
Louisiana.
Lynne S. Bernhard has served as president of AMEDISYS Resource Management
since April, 1996. In that position, Ms. Bernhard is responsible for the
operations of the management services organization which specializes in home
health care management and consulting. Ms. Bernhard served as president of
Nursing Services from January 1995 to March 1996; and from March 1993 to
February 1996, as president of AMEDISYS Specialized Medical Services, Inc., the
Company's home health care subsidiary. Ms. Bernhard served as executive
director of clinical operations and the administrator of home health services
from October 1988 to March 1993. Ms. Bernhard has an Associate's degree
in nursing from Southern Arkansas University and she attended the College of St.
Frances in Tollier, Illinois. Ms. Bernhard is a member of various professional
associations including the American Nurses Association.
Charles M. McCall has served as president of Staffing and Patient Care
Services since February 1997. In that position, Mr. McCall is responsible for
all operations of the Company's temporary staffing and home health care
businesses. From November 1995 to January 1997, Mr. McCall served as vice
president of operations of that division and as vice president of operations of
AMEDISYS Staffing Services, Inc. and AMEDISYS Nursing Services, Inc. from 1994
to 1995. From 1991 to 1994, Mr. McCall was regional vice president of ATC
Nursing Services, Inc. and from 1990 to 1991, president of AMERINURSE, a wholly
owned subsidiary of AMEDISYS, Inc. which has since been incorporated into
AMEDISYS Nursing Services, Inc.
Stephen L. Taglianetti was named president of Alternate-Site Infusion
Therapy in October 1997. From July 1993 until August 1997, Mr. Taglianetti
served as president and chief operating officer of Alga Plastics, Inc.
Mr. Taglianetti repositioned Alga Plastics from serving the jewelry industry to
industry-wide recognition as an ISO 9001 certified supplier of medical and
electronics packaging used by companies throughout the world. From January 1991
until June 1993, Mr. Taglianetti was employed as senior vice president of Home
Intensive Care, Inc. There he served as senior vice president of Infusion
Therapy.
Michael McMaude was named president of Home Health Care in February 1998.
Mr. McMaude was division vice president of the Columbia Homecare Group from 1996
to 1997, interim division vice president from 1995 to 1996 an administrator,
director of marketing from 1993 to 1995.
There is no family relationship between or among any executive officers and
directors.
STOCK OWNERSHIP
The following table sets forth, as of April 29, 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:
PERCENT OF
SHARES OF VOTING
NAME AND ADDRESS/(1)/ COMMON STOCK POWER/(2)/
Terra Healthy Living, Ltd. 861,622/(3)/ 18.4%
William F. Borne 478,709/(4)/ 10.1%
11
PERCENT OF
SHARES OF VOTING
NAME AND ADDRESS/(1)/ COMMON STOCK POWER/(2)/
William M. Hession, Jr. 102,915/(5)(6)/ 2.2%
Lynne S. Bernhard 78,702/(7)/ 1.6%
Alan J. Ostrowe, M.D. 60,759/(6)/ 1.3%
Mitchel G. Morel 67,574/(8)/ 1.4%
Karl A. LeBlanc, M.D., M.B.A. 22,153/(9)/ *
S.F. Hartley, D.P.M. 20,000 *
David Pitts 5,000 *
Peter F. Ricchiuti 2,000 *
Ronald A. LaBorde 2,000 *
Jake Netterville 2,000 *
All officers and directors
as a group (11 persons) 899,678/(10)/ 18.0%
_____________________________
(*) Less than one percent.
(1) Each address is the Company, except for (i) Terra Healthy Living, Ltd., at
Bahnofplatz 9, 8001 Zurich, Switzerland, (ii) William M. Hession, Jr., at
627 Fairway Drive, Thibodaux, LA 70301, (iii) Karl A. LeBlanc, M.D.,
M.B.A., at 7777 Hennessy Boulevard, Suite 612, Baton Rouge, LA 70808, (iv)
S. F. Hartley, D.P.M., at 112 S. Pasadena Boulevard, Deer Park, TX 77536,
(v) David Pitts, at 7946 Goodwood Boulevard, Baton Rouge, LA 70806, and
(vi) 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 861,622 shares of Company Common Stock underlying 380,000 shares
Series A Preferred Stock.
(4) Includes options to purchase 72,775 shares of Common Stock.
(5) Includes 82,847 shares held by Key Nursing Corporation, an affiliate of Mr.
Hession.
(6) Includes options to purchase 18,333 shares of Common Stock.
(7) Includes options to purchase 36,394 shares of Common Stock.
(8) Includes options to purchase 45,878 shares of Common Stock.
(9) Includes options to purchase 19,533 shares of Common Stock.
(10) Includes options to purchase 324,409 shares of Common Stock.
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.
12
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
OTHER
ANNUAL ALL OTHER
YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
William F. Borne
Chief Executive Officer 1997 $ 190,000 $ 20,000 1,987 34,525 -
1996 153,771 20,000 - 35,000 -
1995 133,519 - - 3,250 -
Lynne S. Bernhard,
President, AMEDISYS 1997 $ 100,000 $ 43,649 3,450 14,644 -
Resource Management 1996 90,645 17,500 - 18,500 -
1995 78,958 - - 3,250 -
Mitchel G. Morel,
Chief Financial Officer 1997 $ 100,000 $ 12,500 1,000 24,128 -
1996 87,698 17,500 - 18,500 -
1995 84,297 - - 3,250 -
Charles M. McCall
President, Staffing and 1997 $ 82,812 $ 33,203 4,501 13,612 -
Patient Care Services 1996 75,071 5,525 - 9,500 -
1995 - - - - -
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 annually 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 received a three-year $125,000 loan bearing
interest at the Company's best borrowing rate. 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.
13
STOCK OPTIONS
The Company's Amended and Restated Stock Option Plan ("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 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
------------------------
POTENTIAL REALIZABLE
VALUE AT ASSURED
ANNUAL RATES OF
PERCENT OF STOCK PRICE
OPTIONS TOTAL APPRECIATION FOR
GRANTED OPTIONS EXERCISE PRICE EXPIRATION OPTION TERM
NAME (SHARES) GRANTED (PER SHARE) DATE 5% 10%
- ----------------------------------------------------------------------------------------------------------
William F. Borne 34,525 3.6% $6.20 Feb 2007 $30,835 $43,071
Lynne S. Bernhard 14,644 1.5% $6.20 Feb 2007 $13,079 $18,269
Mitchel G. Morel 24,128 2.5% $6.20 Feb 2007 $21,549 $30,099
Charles M. McCall 13,612 1.4% $6.20 Feb 2007 $12,158 $16,982
AGGREGATED OPTION EXERCISES IN 1997
AND YEAR-END OPTION VALUES
SHARES
ACQUIRED NUMBER OF SECURITIES
ON VALUE UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
NAME EXERCISE REALIZED OPTIONS MONEY OPTIONS/(*)/
- --------------------------------------------------------------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
William F. Borne - - 26,425 46,330 $ 0 $ 0
Lynne S. Bernhard - - 14,298 22,096 $ 0 $ 0
Mitchel G. Morel - - 17,459 28,419 $ 0 $ 0
Charles M. - - 7,904 15,408 $ 0 $ 0
McCall
______________________
(*) Computed based on the differences between the fair market value and
aggregate exercise prices.
14
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 in reliance upon an exemption from registration under the Act
("Private Placement"). In connection with the Private Placement, Terra Healthy
Living, Ltd. purchased 861,622 shares of Series A Preferred Stock.
Notes receivable from related parties consist of unsecured and non-interest
bearing notes from the chief executive officer approximately $102,000 at
December 31, 1997 and receivables from an internal medicine clinic 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.
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% to
Vista Maple, Ltd. The note was secured by all real estate and personal property
of one of the surgical care centers. The note was refinanced in 1997 with a
financial institution. 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 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.
15
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 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
William M. Hession, Jr.
16
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]
PEER NASDAQ
AMEDISYS GROUP COMPOSITE
-------- ----- ---------
12-31-93 $100 $100 $100
12-31-94 97 100 118
12-31-95 118 130 140
12-31-96 115 132 187
12-31-97 63 71 121
17
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 February 26, 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
William F. Borne, Chief Executive Officer
May 15, 1998
18
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.
A-1
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 April 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.
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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" 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.
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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.
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.
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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.
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 2,500,000 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.
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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 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
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(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 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
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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.
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
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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 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.
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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 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
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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.
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
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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.
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,
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(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,
(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
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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, and 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.
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 act 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
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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.
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 April 30 of each calendar year commencing
April 30, 1999 during the term of the Plan or the nearest preceding business day
if April 30 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 April 30,
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 April 30, 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.
2.7 "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) April 30, 1998.
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.
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.
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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
250,000 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 6,250 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 1,500 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 2,000 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.
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
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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
C-4
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.
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.
C-5
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.
C-6
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.
C-7
AMEDISYS, INC.
ANNUAL MEETING OF STOCKHOLDERS
June 25, 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, June 25, 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 FOR AGAINST ABSTAIN
until the next annual meeting of
Stockholders of the Company and [_] [_] [_]
until their successors have been
duly elected and qualified;
2. To approve an amendment to the FOR AGAINST ABSTAIN
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 approve an amendment to the FOR AGAINST ABSTAIN
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 adopt the 1998 Employee Stock FOR AGAINST ABSTAIN
Option Plan;
[_] [_] [_]
5. To adopt the 1998 Directors Stock FOR AGAINST ABSTAIN
Option Plan
[_] [_] [_]
6. To ratify the selection of Arthur FOR AGAINST ABSTAIN
Andersen LLP and Hannis T. Bourgeois
& Co., LLP as independent public [_] [_] [_]
accountants of the Company for the
fiscal year ending December 31,
1998; and
7. To consider and act upon a FOR AGAINST ABSTAIN
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 AND 6 THIS PROXY WILL BE VOTED FOR THAT ITEM.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated May 15, 1998.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
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.