SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 2016
ADDUS HOMECARE CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2300 Warrenville Rd.
Downers Grove, IL
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Item 1.01.||Entry into a Material Definitive Agreement|
Effective February 25, 2016 (the Effective Date), Addus HealthCare, Inc. (Addus HealthCare), a wholly-owned subsidiary of Addus HomeCare Corporation (the Company), entered into an Employment and Non-Competition Agreement with James Zeke Zoccoli (the Employment Agreement).
Pursuant to the Employment Agreement, Addus HealthCare will employ Mr. Zoccoli as its Chief Information Officer beginning on the Effective Date. The Employment Agreement has a term of four years commencing on the Effective Date (the Initial Employment Term). At the end of the Initial Employment Term, the Employment Agreement will renew for successive one year terms unless earlier terminated pursuant to the terms of the Employment Agreement.
Pursuant to the Employment Agreement, Mr. Zoccoli is entitled to an annual base salary of $325,000 and, at the discretion of the Compensation Committee (the Compensation Committee) of the Companys Board of Directors, an annual bonus in an amount equal to up to 80% of his annual base salary depending on the achievement of certain objectives and target levels determined by the Compensation Committee. Mr. Zoccoli is also entitled to participate in Addus HealthCares health, disability, vacation and 401(k) plans, with matching contributions by Addus HealthCare of up to 6% of Mr. Zoccolis annual contribution. In addition, Mr. Zoccoli is entitled to a life insurance policy with a death benefit of up to five times his base salary, although Addus HealthCare is not required to pay more than 3% of Mr. Zoccolis base salary for such insurance policy.
In connection with his employment, on the Effective Date, Mr. Zoccoli will be granted nonqualified stock options pursuant to the Companys 2009 Stock Incentive Plan (the Stock Incentive Plan) to purchase 50,000 shares of the Companys common stock, par value $0.001 per share (Common Stock). The options will vest over a four year period subject to the terms and conditions set forth in the Stock Incentive Plan and the Nonqualified Stock Option Award Agreement, dated as of the Effective Date, between the Company and Mr. Zoccoli. The options will be exercisable at the fair market value of the Companys Company Stock on the date of grant. In addition, on the Effective Date, Mr. Zoccoli will be granted 10,000 shares of restricted Common Stock. The restricted Common Stock will vest over a four year period subject to the terms and conditions of the Stock Incentive Plan and the Restricted Stock Award Agreement, dated as of the Effective Date, between the Company and Mr. Zoccoli.
If Mr. Zoccolis employment is terminated with reasonable cause (as defined in the Employment Agreement), by reason of his death or disability or by Mr. Zoccoli without good reason (as defined in the Employment Agreement), he will be entitled to receive (i) any unpaid base salary for the period prior to the date of termination, (ii) any unpaid benefits for the period prior to the date of termination and (iii) in the case of termination by reason of death or disability, eligibility for life or disability insurance benefits contemplated by the Employment Agreement.
If (a) Mr. Zoccolis employment is terminated without reasonable cause or for good reason, subject to the conditions set forth in the Employment Agreement, he will be entitled to receive his base cash compensation (as defined in the Employment Agreement) payable in equal installments for twelve months following termination, or (b) Mr. Zoccolis employment is terminated without reasonable cause in connection with a change in control (as defined in the Employment Agreement), he will be entitled to receive his annual cash compensation (as defined in the Employment Agreement) for twelve months following termination, less any other severance amounts received pursuant to the foregoing clause (a). In either case, Mr. Zoccoli will also be entitled to receive (i) any unpaid base salary for the period prior to the date of termination, (ii) a pro rata portion of his bonus, (iii) any unpaid benefits for the period prior to the date of termination and (iv) continuation of all benefits during such period (subject to early termination as provided in the Employment Agreement).
Pursuant to the Employment Agreement, Mr. Zoccoli has agreed that during the Initial Employment Term and any extension thereof, and for one year following termination, Mr. Zoccoli will not compete with the business of Addus HealthCare or certain of its affiliates or solicit any business from any customer thereof. The Employment Agreement also prohibits Mr. Zoccoli from disclosing any confidential information of Addus HealthCare and certain of its affiliates. Mr. Zoccoli has agreed to assign all inventions developed during the employment period to Addus HealthCare. Mr. Zoccoli has also agreed not to disparage Addus HealthCare or certain of its affiliates.
This summary is qualified in its entirety by reference to the full text of the Employment Agreement attached hereto as Exhibit 99.1 and incorporated by reference herein.
|Item 5.02.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers|
James Zeke Zoccoli, age 59, was appointed as the Companys Chief Information Officer, effective February 25, 2016. Mr. Zoccoli joins the Company from Heart to Heart Hospice, LLC, which he joined in 2014 as Senior Vice President and CIO. Previously, he was Executive Vice President, COO and CIO at CCS Medical from 2011 to 2014. He was Senior Vice President, CIO at Gentiva Health Services from 2010 to 2011, after its acquisition of Odyssey Healthcare, where he was Vice President, Information Technology. Prior to Odyssey, Mr. Zoccoli held similar positions at Horizon Health Corp, and LifeCare Management Services. Mr. Zoccoli earned his B.A. in Economics and History from the State University of New York at Oswego.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
|Item 9.01.||Financial Statements and Exhibits|
|99.1||Employment and Non-Competition Agreement, effective February 25, 2016, by and between Addus HealthCare, Inc. and James Zoccoli|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ADDUS HOMECARE CORPORATION|
|Dated: February 29, 2016||By:||/s/ Donald Klink|
|Title:||Chief Financial Officer|