STOCK REDEMPTION AGREEMENT
This is a Stock Redemption Agreement dated as of March 22, 2001, among (i)
HealthSouth Corporation (the "Seller"), a Delaware corporation, Xxx XxxxxxXxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, and (ii) Almost Family, Inc. (the
"Company"), a Delaware corporation, 000 Xxxxxxx Xxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxx 00000.
Recitals
A. The Seller holds legal and beneficial title to, or has currently
exercisable options to purchase, in the aggregate 748,501 shares of the
Company's common stock (the "Seller Common Stock"). The Seller also owns
warrants (the "Seller Warrants") to purchase 200,000 shares of the Company's
common stock pursuant to a Warrant Agreement (the "Warrant Agreement") dated as
of June 29, 1992 between Almost Family, Inc. f/k/a Caretenders Health Corp. and
HealthSouth Corporation f/k/a HealthSouth Rehabilitation Corporation.
B. The Seller desires to sell the Seller Common Stock and the Seller
Warrants to the Company, and the Company desires to purchase and redeem the
Seller Common Stock and Seller Warrants, each on the terms and conditions set
forth in this Agreement.
THE PARTIES, INTENDING TO BE LEGALLY BOUND, AGREE AS FOLLOWS:
1. Redemption.
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(a) The Seller hereby sells, transfers, assigns and delivers to the
Company the Seller Common Stock, the Seller Warrants, and any additional equity
or debt security, or contract or other right with respect to the same, in the
Company held by the Seller ("Other Interests"), and the Company hereby redeems
and acquires the Seller Common Stock, the Seller Warrants and Other Interests.
The Seller hereby delivers to the Company the certificates representing the
Seller Common Stock and the Holder's Declaration and Indemnity Agreement with
Respect to the Lost Warrant, duly endorsed as instructed by a representative of
the Company or accompanied by a stock power duly endorsed in blank. The Seller
acknowledges and agrees that the Warrant Agreement and related Seller Warrants
are null and void.
(b) The Seller represents and warrants to the Company that (i) this
Agreement has been approved by all necessary corporate action on the part of the
Seller, (ii) the undersigned person executing this Agreement on behalf of the
Seller has been duly authorized to execute and deliver this Agreement, and (iii)
it is transferring good title (legal and beneficial) to the Seller Common Stock,
the Seller Warrants and Other Interests (to the extent applicable) to the
Company, free and clear of any liens, encumbrances, claims or rights of others.
(c) The Seller represents and warrants to the Company that, except
for the Seller Common Stock and the Seller Warrants, the Seller, including its
subsidiaries, has no (i) legal or beneficial ownership in any equity or debt of
the Company, or (ii) contract right with respect to equity or debt of the
Company.
(d) The Company represents and warrants that (i) this Agreement has
been approved by all necessary corporate action on the part of the Company, and
(ii) the undersigned person executed this Agreement on behalf of the Company has
been duly authorized to execute and deliver this Agreement.
(e) The Seller represents that in making the decision to sell the
Seller Common Stock, the Seller Warrants and Other Interests, the Seller has
relied on an independent investigation made by the Seller and/or on the advice
given to the Seller by its own counsel, accountant or other advisors. The Seller
further represents that it has had the opportunity to review the Company's
filings with the U.S. Securities and Exchange Commission. The Seller has such
knowledge and experience in healthcare, financial and business matters that it
is capable of evaluating the merits and risks of selling the Seller Common
Stock, the Seller Warrants and Other Interests.
(f) The Company represents that, as of their respective dates, all
documents filed by it with the U.S. Securities and Exchange Commission (i) did
not contain any untrue statements of material facts or omit to state material
facts required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
(ii) complied in all material respect with the applicable requirements of the
Securities Act of 1933 and the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder.
2. Redemption Consideration.
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(a) The consideration payable by the Company for the redemption of
the Seller Common Stock, the Seller Warrants and Other Interests shall be
$5,000,000.00, payable upon execution and delivery of this Agreement in cash by
wire transfer of immediately available funds, to an account designed by the
Seller.
(b) The Seller acknowledges that, as of the date of this Agreement,
it is not owed any money by the Company. The Company acknowledges that, as of
the date of this Agreement, it is not owed any money by the Seller.
3. Mutual Releases.
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(a) Except with respect to any obligations arising out of this
Agreement, the Company hereby irrevocably and unconditionally releases and
forever discharges the Seller and its officers and directors from any and all
actions, causes of action, suits, debts, charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages, and
expenses (including attorney's fees and costs actually incurred), of any nature
whatsoever, in law or equity, which the Company ever had, now has, or the
Company or its successors and assigns hereafter may have against the Seller or
its officers and directors from the beginning of time to the date of this
Agreement, by reason of any claims arising out of or related to the Seller's
ownership of Seller Common Stock, Seller Warrants, Other Interests or the
Warrant Agreement.
(b) Except with respect to any obligations arising out of this
Agreement, the Seller hereby irrevocably and unconditionally releases and
forever discharges the Company and its officers and directors from any and all
actions, causes of action, suits, debts, charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies, damages, and
expenses (including attorney's fees and costs actually incurred), of any nature
whatsoever, in law or equity, which such party ever had, now has, or such party
or such party's successors or assigns hereafter may have against the Company or
its officers and directors, from the beginning of time to the date of this
Agreement, by reason of any claims arising out of the Seller's ownership of
Seller Common Stock, Seller Warrants, Other Interests or the Warrant Agreement.
4. Miscellaneous.
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(a) Amendment. This Agreement may be amended only in a written
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amendment executed by all of the parties to this Agreement.
(b) Headings; Interpretation. The headings in this Agreement have
been included solely for ease of reference and shall not be considered in the
interpretation or construction of this Agreement. All references herein to the
masculine, neuter or singular shall be construed to include the masculine,
feminine, neuter or plural, as appropriate.
(c) Entire Agreement. This is the entire agreement among the parties
with respect to the subject matter of this Agreement. All prior negotiations and
agreements by and among the parties to this Agreement with respect to the
subject matter of this Agreement are superseded by this Agreement.
(d) Governing Law. This Agreement shall be governed by, and
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construed and interpreted in accordance with, the laws of the State of
Delaware, without regard to or application of its conflicts of law principles.
(e) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
(f) Benefit and Binding Effect. This Agreement shall be
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binding upon, and shall inure to the benefit of, each of the parties to this
Agreement, and each of their successors, assigns.
(g) Further Acts. The Seller shall perform such further acts and
execute and deliver such further documents as may be reasonably necessary to
carry out the provisions of this Agreement.
(h) Standstill Agreement. For a period of two years from the date of
this Agreement, the Seller agrees that it will not, directly or indirectly,
purchase or offer or agree to purchase, any securities or assets of the Company,
or enter, offer or agree to enter into any transaction relating to the Company
or its operations, or propose any of the foregoing, unless such purchase,
transaction, offer, agreement or proposal shall have been previously approved by
the Company's Board of Directors; provided, however, that the foregoing covenant
shall not apply to transactions involving (i) the Company's assets or any holder
of such assets, if such transaction occurs after the sale by the Company of all
or substantially all of its assets; or (ii) the Company's capital stock, if the
transaction occurs after 50% or more of the Company's capital stock is
"beneficially owned" by a single "person", as such terms are used in Section
13(d) of the Securities Act of 1934 and the rules and regulations promulgated
thereunder, other than a transaction involving the formation of a holding
company approved by the Company's Board of Directors. The Company, in addition
to, and not in limitation of, any other rights, remedies or damages available to
the Company at law or equity, shall be entitled to preliminary and permanent
injunctive relief to prevent or restrain a violation of this covenant.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first set forth above.
ALMOST FAMILY, INC.
By___________________________________
Title:_________________________________
HEALTHSOUTH CORPORATION
By___________________________________
Title:_________________________________
NEB.E2144
LOUIMDMS/29662.4
