Exhibit 10.19
RESTRICTED STOCK CERTIFICATE
Non-transferable
GRANT TO
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by LHC Group, Inc. (the "Company") of
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shares of its common stock, $0.01 par value (the "Shares")
pursuant to and subject to the provisions of the LHC Group, Inc. 2005 Incentive
Plan (the "Plan") and to the terms and conditions set forth on the following
page (the "Terms and Conditions"). By accepting the Shares, Grantee shall be
deemed to have agreed to the terms and conditions set forth in this Certificate
and the Plan.
Unless sooner vested in accordance with Section 3 of the Terms and
Conditions, the restrictions imposed under Section 2 of the Terms and Conditions
will expire as to the following percentage of the Shares awarded hereunder, on
the following respective dates; provided that Grantee is then still employed by
the Company or any of its Affiliates:
Date of Expiration
Percentage of Shares Of Restrictions
IN WITNESS WHEREOF, LHC Group, Inc., acting by and through its duly
authorized officers, has caused this Certificate to be executed as of the Grant
Date.
LHC GROUP, Inc.
By:
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Its: Authorized Officer
Grant Date:
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TERMS AND CONDITIONS
1. Grant of Shares. The Company hereby grants to the Grantee named on page 1
hereof ("Grantee"), subject to the restrictions and the other terms and
conditions set forth in the Plan and in this award certificate (this
"Certificate"), the number of shares indicated on page 1 hereof of the Company's
$0.01 par value common stock (the "Shares"). Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Plan.
2. Restrictions. The Shares are subject to each of the following restrictions.
"Restricted Shares" mean those Shares that are subject to the restrictions
imposed hereunder which restrictions have not then expired or terminated.
Restricted Shares may not be sold, transferred, exchanged, assigned, pledged,
hypothecated or otherwise encumbered. If Xxxxxxx's employment with the Company
or any Affiliate terminates for any reason other than as set forth in paragraphs
(b) or (c) of Section 3 hereof, then Grantee shall forfeit all of Grantee's
right, title and interest in and to the Restricted Shares as of the date of
termination of service, and such Restricted Shares shall revert to the Company
immediately following the event of forfeiture. The restrictions imposed under
this Section shall apply to all shares of the Company's common stock or other
securities issued with respect to Restricted Shares hereunder in connection with
any merger, reorganization, consolidation, recapitalization, stock dividend or
other change in corporate structure affecting the common stock of the Company.
3. Expiration and Termination of Restrictions. The restrictions imposed under
Section 2 will expire on the earliest to occur of the following (the period
prior to such expiration being referred to herein as the "Restricted Period"):
(a) As to the percentages of the Shares specified on page 1 hereof, on
the respective dates specified on page 1 hereof; provided Grantee is then still
employed by the Company or an Affiliate; or
(b) The date of termination of Xxxxxxx's Continuous Status as a
Participant due to his or her death, Disability or Retirement.
(c) The date Xxxxxxx's employment is terminated by the Company without
Cause or by Grantee for Good Reason within 24 months after the effective date of
a Change in Control.
4. Delivery of Shares. The Shares will be registered in the name of Grantee as
of the Grant Date and may be held by the Company during the Restricted Period in
certificated or uncertificated form. If a certificate for Restricted Shares is
issued during the Restricted Period with respect to such Shares, such
certificate shall be registered in the name of Grantee and shall bear a legend
in substantially the following form (in addition to any legend required under
applicable state securities laws): "This certificate and the shares of stock
represented hereby are subject to the terms and conditions (including forfeiture
and restrictions against transfer) contained in a Restricted Stock Certificate
between the registered owner of the shares represented hereby and LHC Group,
Inc. Release from such terms and conditions shall be made only in accordance
with the provisions of such Certificate, copies of which are on file in the
offices of LHC Group, Inc." Stock certificates for the Shares, without the first
above legend, shall be delivered to Grantee or Grantee's designee upon request
of Grantee after the expiration of the Restricted Period, but delivery may be
postponed for such period as may be required for the Company with reasonable
diligence to comply, if deemed advisable by the Company, with registration
requirements under the 1933 Act, listing requirements under the rules of any
stock exchange or the Nasdaq national market, and requirements under any other
law or regulation applicable to the issuance or transfer of the Shares.
5. Voting and Dividend Rights. Xxxxxxx, as beneficial owner of the Shares, shall
have full voting and dividend rights with respect to the Shares during and after
the Restricted Period. If Grantee forfeits any rights he may have under this
Certificate, Grantee shall no longer have any rights as a stockholder with
respect to the Restricted Shares or any interest therein and Grantee shall no
longer be entitled to receive dividends on such stock. In the event that for any
reason Grantee shall have received dividends upon such stock after such
forfeiture, Grantee shall repay to the Company any amount equal to such
dividends.
6. Changes in Capital Structure. The provisions of the Plan shall apply in the
case of a change in the capital structure of the Company. Without limiting the
foregoing, in the event of a subdivision of the outstanding Stock (stock-split),
a declaration of a dividend payable in Stock, or a combination or consolidation
of the outstanding Stock into a lesser number of shares, the Shares then subject
to this Certificate shall automatically be adjusted proportionately.
7. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an
election to be taxed upon such award under Section 83(b) of the Code. To effect
such election, Grantee may file an appropriate election with Internal Revenue
Service within thirty (30) days after award of the Shares and otherwise in
accordance with applicable Treasury Regulations. Grantee will, no later than the
date as of which any amount related to the Shares first becomes includable in
Grantee's gross income for federal income tax purposes, pay to the Company, or
make other arrangements satisfactory to the Committee regarding payment of, any
federal, state and local taxes of any kind required by law to be withheld with
respect to such amount. The obligations of the Company under this Certificate
will be conditional on such payment or arrangements, and the Company, and, where
applicable, its Affiliates will, to the extent permitted by law, have the right
to deduct any such taxes from the award or any payment of any kind otherwise due
to Grantee.
8. Amendment. The Committee may amend, modify or terminate this Certificate
without approval of Grantee; provided, however, that such amendment,
modification or termination shall not, without Grantee's consent, reduce or
diminish the value of this award determined as if it had been fully vested on
the date of such amendment or termination.
9. Plan Controls. The terms contained in the Plan are incorporated into and made
a part of this Certificate and this Certificate shall be governed by and
construed in accordance with the Plan. In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this
Certificate, the provisions of the Plan shall be controlling and determinative.
10. Severability. If any one or more of the provisions contained in this
Certificate is deemed to be invalid, illegal or unenforceable, the other
provisions of this Certificate will be construed and enforced as if the invalid,
illegal or unenforceable provision had never been included.
11. Notice. Notices and communications under this Certificate must be in writing
and either personally delivered or sent by registered or certified United States
mail, return receipt requested, postage prepaid. Notices to the Company must be
addressed to LHC Group, Inc., 000 Xxxx Xxxxxxx Xxxx, Xxxxx X, Xxxxxxxxx, XX
00000, Attn: Secretary, or any other address designated by the Company in a
written notice to Grantee. Notices to Grantee will be directed to the address of
Grantee then currently on file with the Company, or at any other address given
by Grantee in a written notice to the Company.
