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EXHIBIT 99.11
ADDENDUM
TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Issuance Agreement dated ______ (the
"Issuance Agreement") by and between U.S. HomeCare Corporation (the
"Corporation") and ______ ("Participant") evidencing the stock issuance on such
date to Participant under the terms of the Corporation's 1995 Stock Option/Stock
Issuance Plan, and such provisions shall be effective immediately. All
capitalized terms in this Addendum, to the extent not otherwise defined herein,
shall have the meanings assigned to such terms in the Issuance Agreement.
SPECIAL TAX ELECTIONS
1. STOCK WITHHOLDING. Participant is hereby granted the
election to have the Corporation withhold, as and when Participant vests in the
Purchased Shares, a portion of those Purchased Shares with an aggregate Fair
Market Value not to exceed one hundred percent (100%) of the applicable Federal,
state and local income and employment tax withholding liability (the "Taxes")
incurred by Participant in connection with the vesting of those Purchased
Shares. Such election shall only be exercisable in the event Participant does
not otherwise make an Internal Revenue Code Section 83(b) election to be taxed
on the Purchased Shares at the time of their initial issuance pursuant to the
Issuance Agreement.
Any such exercise of the election must be effected in
accordance with the following terms:
a. The election must be made on or before the date the
liability for the Taxes is determined (the "Tax Determination Date").
b. The election shall be irrevocable.
c. The election shall be subject to the approval of the Plan
Administrator, and none of the Purchased Shares shall be withheld in
satisfaction of the Taxes, except to the extent the election is
approved by the Plan Administrator.
d. The Purchased Shares withheld pursuant to the election
shall be valued at Fair Market Value (as such term is defined in the
Plan) on the Tax Determination Date.
e. In no event may the number of shares of Common Stock
requested to be withheld exceed in Fair Market Value the dollar amount
of the Taxes.
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If the stock withholding election is made by
Participant at a time when Participant is an officer or director of the
Corporation subject to the short-swing profit restrictions of Section 16(b) of
the Securities Exchange Act of 1934, as amended, then the following limitations,
in addition to the preceding provisions, shall also be applicable:
a. The election shall not become effective at any time prior
to the expiration of the six (6)-month period measured from the later
of the issue date of the Unvested Shares to which such election
pertains or the Effective Date of this Addendum indicated below, and no
Purchased Shares shall be withheld in connection with any Tax
Determination Date which occurs before the expiration of such six
(6)-month period.
b. The stock withholding election must be made in accordance
with the following limitations:
(i) Such election must be made at least six (6)
months before the Tax Determination Date, or
(ii) Such election must be exercised in the quarterly
"window" period in which or immediately prior to which the Tax
Determination Date occurs. Quarterly window periods shall
begin on the third (3rd) business day following the date of
public release of each quarterly or annual statement of the
Corporation's sales and earnings and end on the earlier of the
twelfth (12th) business day following such release date or the
Tax Determination Date.
c. The six (6)-month periods specified in clauses a and b
shall not be applicable in the event of Participant's death or
Permanent Disability (as such term is defined in the Plan).
2. STOCK DELIVERY. Participant is hereby granted the election
to deliver vested shares of Common Stock previously acquired by Participant
(other than in connection with the share issuance or share vesting triggering
the Taxes) with an aggregate Fair Market Value not to exceed one hundred percent
(100%) of the Taxes incurred by Participant either at the time the Shares are
initially issued pursuant to the Issuance Agreement (in the event Participant
elects to be taxed on the Shares at such time in accordance with Internal
Revenue Code Section 83(b)) or at the time the Purchased Shares subsequently
vest.
Any such exercise of the election must be effected in
accordance with the following terms:
a. The election must be made on or before the Tax
Determination Date.
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b. The election shall be irrevocable.
c. The election shall be subject to the approval of the Plan
Administrator, and none of the delivered shares shall be accepted in
satisfaction of the Taxes, except to the extent the election is
approved by the Plan Administrator.
d. The shares of Common Stock shall be valued at Fair Market
Value on the Tax Determination Date.
e. In no event may the number of delivered shares exceed in
Fair Market Value the dollar amount of the Taxes on the Tax
Determination Date.
IN WITNESS WHEREOF, U.S. HomeCare Corporation has caused this
Addendum to be executed by its duly-authorized officer, and Participant has
executed this Addendum, all as of the Effective Date specified below.
U.S. HOMECARE CORPORATION
By:__________________________
Title:_______________________
____________________________
______, PARTICIPANT
EFFECTIVE DATE:____________________________, 199__
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