EXHIBIT 4.4
FORM OF OPTION UNDER 2004 STOCK INCENTIVE PLAN
In accordance with the 2004 Stock Incentive Plan (the "Plan") of
Chemed Corporation (the "Corporation"), you are hereby granted an option to
purchase shares of the capital stock, par value $1.00 per share, of the
Corporation upon the following terms and conditions.
(1) The purchase price shall be $ per share. Payment thereof shall
be made in cash or, subject to the next sentence, by delivery to the Corporation
of shares of capital stock of the Corporation which shall be valued at their
Fair Market Value on the date of exercise, or in a combination of cash and such
shares. Your right to pay the purchase price, in whole or in part, by delivery
to the Corporation of shares of capital stock of the Corporation is expressly
subject to temporary or permanent revocation or withdrawal at any time and from
time to time by action of the Board of Directors of the Corporation without any
requirement that advance notice of such revocation or withdrawal be given to
you.
(2) Subject to the provisions of paragraphs (3) and (6), this option
is exercisable in whole or in part at any time and from time to time on or after
_________, 200_. Neither this option nor any right hereunder may be assigned or
transferred by you, except by will, the laws of descent and distribution,
pursuant to a qualified Domestic Relations order, or to a permitted transferee.
It may be exercised during your life only by you or by a permitted transferee.
Within fifteen (15) months after your death it may be exercised only by your
estate, by a permitted transferee, or by a person who acquired the right to
exercise the option by bequest or inheritance or by reason of your death. At the
time of each exercise of this option, you or the person or persons exercising
the option shall, if requested by the Corporation, give assurances, satisfactory
to counsel to the Corporation, that the shares are being acquired for investment
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and not with a view to resale or distribution thereof and assurances in respect
of such other matters as the Corporation may deem desirable to assure compliance
with all applicable legal requirements.
(3) This option, to the extent that it shall not have been
exercised, shall terminate when you cease to be an employee of the Corporation
or a Subsidiary, unless you cease to be an employee because of your resignation
with the consent of the Compensation/Incentive Committee or because of your
death, incapacity or retirement under a retirement plan of the Corporation or a
Subsidiary. If you cease to be an employee because of such resignation, this
option shall terminate upon the expiration of three months after you cease to be
an employee, except as provided in the next sentence. If you cease to be an
employee because of your death, incapacity or retirement under a retirement plan
of the Corporation or a Subsidiary, or if you cease to be an employee because of
your resignation with the consent of the Compensation/Incentive Committee and
die during the three-month period referred to in the preceding sentence, this
option shall terminate fifteen (15) months after you ceased to be an employee.
Where this option is exercised more than three months after termination of
employment, as aforesaid, only that which shall have become exercisable prior to
the expiration of three months after you ceased to be an employee, whether by
death or otherwise, may be exercised. A leave of absence for military or
governmental service or for other purposes shall not, if approved by the
Compensation/Incentive Committee be deemed a termination of employment within
the meaning of this paragraph (3), provided, however, that this option may not
be exercised during any such leave of absence. Notwithstanding the foregoing
provisions of this paragraph (3) or any provision of the Plan, this option shall
not be exercisable after the expiration of ten years from the date this option
is granted.
(4) The number and class of shares or other securities covered by
this option and the price to be paid therefore shall be subject to adjustment
as, and under the circumstances, provided in Section 8 of the Plan.
(5) This option may be exercised only by serving written notice on
the Secretary or Treasurer of the Corporation. The Corporation shall deliver the
shares to you against payment; provided, however, no shares shall be issued or
transferred pursuant to this option unless and until all legal requirements
applicable to the issuance or transfer of such shares have, in the opinion of
the counsel to the Corporation, been complied with. Any Federal, state or local
withholding taxes applicable to any compensation you may realize by reason of
the exercise of the option or any subsequent disposition of the shares acquired
on exercise shall, upon request, be remitted to the Corporation or the
Subsidiary by which you are employed at the time of exercise or sale, as the
case may be. You shall have the rights of a stockholder only as to stock
actually delivered to you.
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(6) If you are or become an employee of a Subsidiary, the
Corporation's obligations hereunder shall be contingent on the approval of the
Plan and this option by the Subsidiary and the Subsidiary's agreement that (a)
the Corporation may administer the Plan on its behalf, and (b) upon the exercise
of the option, it will purchase from the Corporation the shares subject to the
exercise at their Fair Market Value on the date of exercise, such shares to be
then transferred by the Subsidiary to the holder of this option upon payment by
the holder of the purchase price to the Subsidiary. Where appropriate, such
approval and agreement of the Subsidiary shall be indicated by its signature
below. The obligations of the Subsidiary so undertaken may be waived by the
Corporation.
(7) The Plan is hereby incorporated by reference. Each term which is
defined in the Plan and used in this option shall have the same meaning in this
option as it has in the Plan. This option is granted subject to the Plan and
shall be construed to conform to the Plan.
Very truly yours,
CHEMED CORPORATION
By:
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Vice President & Secretary
Receipt Acknowledged:
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Employee
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