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SEPARATION AGREEMENT AND GENERAL RELEASE
This SEPARATION AGREEMENT AND GENERAL RELEASE (this Agreement ) is made and entered into as of this l2th day of September, 2012, by and between Gregory Breemes ( Executive ) and Addus HealthCare, Inc., an
Illinois corporation (the Company ) (each, a Party and collectively, the Parties ).
WHEREAS, Executive and the Company are parties to an Employment and Non-Competition Agreement, effective as of July 25, 2011 (the Employment Agreement );
WHEREAS, Executive was granted certain stock options (the Options ) under the Addus HomeCare
Corporation 2009 Stock Incentive Plan, pursuant to Non-Qualified Stock Option Certificates and Award Agreements (collectively, the Option Certificates );
WHEREAS, Executive and the Company desire to enter into a new agreement that supersedes all prior agreements between
them, including without limitation the Employment Agreement and the Option Certificates, as well as all promises, covenants, arrangements, understandings, communications, representations or warranties, whether oral or written, by either Party, or
any officer, director, employee, representative or agent thereof, such that any prior agreement between the Parties is hereby terminated;
WHEREAS, the Parties understand that they are waiving legal rights by signing this Agreement, and enter into this Agreement voluntarily, with a full understanding of and agreement with all of its terms;
NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
1. Separation from Employment; Cooperation.
(a) Executive s employment with the Company will terminate effective
September 12, 2012 (the Separation Date ).
(b) Executive agrees to make himself available, at the Company s
request, at reasonable times and in reasonable places, to cooperate with and to assist management of the Company and/or its counsel in investigating, prosecuting or defending against any lawsuit, complaint, claim, charge or inquiry arising out of
any transactions or conduct of which Executive may have knowledge. Executive will be entitled to reimbursement for his reasonable business expenses incurred in connection with such assistance, subject to and in accordance with the Company s
usual and customary policies and procedures concerning reimbursement of business expenses.
(a) Upon the Separation Date, Executive shall
receive any accrued but unpaid benefits for any period prior to the Separation Date. In addition, provided that Executive agrees to and accepts the terms of this Agreement, and does not timely revoke his acceptance, and further provided that, upon
the Separation Date, Executive executes and delivers, and does not timely revoke, a customary general release in form and substance satisfactory to the Company, Executive shall receive: (i) severance pay in the amount of $183,750, less
applicable deductions and withholdings, payable in equal installments and in accordance with the Company s regular and customary payroll practices, over the period commencing on the Separation Date and ending on March 12, 2013 (the
Benefits Period ) and, (ii) continuation of benefits during the Benefits Period at the same level offered to and enrolled in by the Executive prior to the Separation Date (collectively, the Separation
Benefits ); provided, however, that the Company s obligation to continue to provide Separation Benefits shall terminate upon the date that Executive commences employment with a new employer. Executive shall provide the Company
with written notice not later than one day following his commencement of employment with a new employer.
(b) Executive agrees and acknowledges that his receipt of the Separation
Benefits is subject to and conditioned upon his strict compliance with this Agreement, including without limitation the post-employment restrictions set forth in Paragraphs 7, 8, 9, 10 and 11 below. Executive further agrees that, should he fail to
comply with any such post-employment restrictions, the Company, in addition to any other legal or equitable remedy available to it, shall be entitled to immediately and forever cease payment of the Separation Benefits, and to recover any
consideration already paid to Executive under this Agreement, including without limitation the Separation Benefits.
(c) Executive agrees and acknowledges that, other than as set forth in this Agreement, Executive is not entitled to and shall not receive any additional
compensation, payments or benefits of any kind from the Company, and that no representations or promises to the contrary have been made to Executive. Executive further agrees and acknowledges that, but for entering into and complying with the terms
of this Agreement, Executive would not be entitled to receive the payments and benefits set forth in this Agreement, including without limitation the Separation Benefits, that such payments and benefits exceed any consideration to which he would
otherwise be entitled, and that such payments and benefits constitute good and sufficient consideration for the promises and covenants of Executive set forth herein.
3. Forfeiture of Options. Executive agrees
and acknowledges that the unvested portion of the Options granted Executive pursuant to the Option Certificates shall be forfeited as of the date of this Agreement.
4. Release of Claims. In consideration for
the agreements of the Company set forth in this Agreement, including without limitation the Separation Benefits, and on behalf of himself, his spouse, agents, heirs and representatives, Executive irrevocably and unconditionally waives, discharges
and releases his right to assert against the Releasees (as such term is defined below) any form of claim, complaint or any other form of action seeking any form of relief, including without limitation equitable relief (whether declaratory,
injunctive or otherwise), the recovery of damages or any other form of monetary recovery whatsoever (including without limitation back pay, front
pay, compensatory damages, emotional distress damages, punitive damages, attorneys fees and any other costs), for any alleged action, inaction or circumstance (collectively,
Claims ) existing or arising through the date of this Agreement.
For purposes of this
Agreement, the Releasees shall include the Company, its parents, subsidiaries and affiliates, and their past and present officers, directors, employees, stockholders, owners, representatives, assigns, attorneys, agents and
insurers, and their employee benefit programs and plans (including without limitation the Addus HomeCare Corporation 2009 Stock Incentive Plan) and the trustees, administrators, fiduciaries and insurers of such programs and plans.
Without limiting the foregoing general waiver and release, Executive specifically waives and releases the Releasees from
any Claim arising from or related to Executive s employment with the Company or the termination thereof, including, without limitation:
Executive explicitly acknowledges that, because Executive is over forty (40) years of age, Executive has specific
rights under the ADEA, which prohibits discrimination on the basis of age, and that the releases set forth in this Agreement are intended to release any right that Executive may have to file a claim against the Company alleging discrimination on the
Notwithstanding the foregoing, this Agreement does not:
Executive s waiver and release, however, are intended to be a complete bar to any recovery or personal benefit by or to Executive with respect to any claim whatsoever, including those raised through
a charge with the EEOC, except those which, as a matter of law, cannot be released.
Executive acknowledges
and agrees that, but for providing this waiver and release, Executive would not be receiving the consideration provided under the terms of this Agreement, including without limitation the Separation Benefits. Executive further agrees that, should
Executive breach this Agreement, the Company, in addition to any other legal or equitable remedy available to it, shall be entitled to recover any consideration already paid to Executive under this Agreement, including without limitation the
Separation Benefits.
5. Review and Revocation
(a) Executive acknowledges that, before signing
this Agreement, he was given a period of 21 days in which to review and consider it; that Executive has, in fact, carefully reviewed this Agreement; and that he is entering into it voluntarily and of his own free will. Executive further acknowledges
that the Company encouraged him in writing to show this Agreement to and discuss it with his attorney before signing it, and that, to the extent Executive wished to do so, he has done so. Executive further acknowledges that, if he executed this
Agreement before the end of the 21-day period, such early execution was completely voluntary, and Executive had reasonable and ample time in which to review this Agreement.
(b) Executive agrees that, for a period of seven days after he signs this
Agreement, he has the right to revoke it by providing notice, in writing (delivered by registered or certified mail, return receipt requested), to: Paul Diamond, Vice President Human Resources, Addus HealthCare, Inc., 2401 S. Plum Grove Road,
Palatine, Illinois 60067. This Agreement will not become effective and enforceable until after the expiration of the seven-day revocation period.
(c) Executive understands that his acceptance of any payment or benefit set forth in this Agreement at any time more than seven days after he signs this
Agreement confirms that he did not revoke his assent to this Agreement and, therefore, that it is effective and enforceable.
6. Pursuit/Assignment of Released Claims. Executive warrants that, as of the date of this Agreement, he has not filed or caused
to be filed any lawsuit, complaint or charge with respect to any Claim this Agreement purports to waive or release, or assigned any such Claim to any other person or entity.
7. Non-Solicitation.
(a) At no time between the Separation Date and the one-year anniversary
of such date (i.e., September 12, 2013) (the Restrictive Period ) shall Executive, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on
behalf of any other person or entity, compete with the Business (as hereinafter defined) in any of the following described manners:
(i) Engage in, assist or have any interest in, as principal, consultant, advisor, agent, financier or employee, any business entity which is, or which is
about to become engaged in, providing goods or services in competition with the Company, its parent, subsidiaries and affiliates (collectively, the Addus HealthCare Group ) within a geographic radius of thirty (30) miles from
any Addus HealthCare Group branch office;
accept any business (or help any other person solicit or accept any business) from any person or entity that has been a customer of the Addus HealthCare Group at any time during Executive s employment with the Company;
(iii) Induce or attempt to
induce any employee of the Addus HealthCare Group to terminate such employee s relationship with the Addus HealthCare Group or in any way interfere with the relationship between the Addus HealthCare Group and any employee thereof; or,
(iv) Induce or attempt to induce any customer, referral
source, supplier, vendor, licensee or other business relation of the Addus HealthCare Group to cease doing business with the Addus HealthCare Group, or in any way interfere with the relationship between any such customer, referral source, supplier,
vendor, licensee or business relation, on the one hand, and the Addus HealthCare Group, on the other hand.
For the purposes hereof, the term Business shall mean the business of providing home care services of
the type and nature that the Addus HealthCare Group then performs, and/or any other business activity in which the Addus HealthCare Group is then engaged, and/or any program or service under active development proposed to be performed, and/or any
business activity engaged in by the Addus HealthCare Group at any time during the period of Executive s employment with the Company.
Notwithstanding the foregoing provisions, nothing herein shall prohibit Executive from owning 1% or less of any securities of a competitor, if such securities are listed on a nationally recognized
securities exchange or traded over-the-counter. If, at the time of enforcement of this Section 9(b), a court holds that the restrictions stated herein are unreasonable under the circumstances then existing, the parties agree that the maximum
period, scope or geographic area reasonable under such circumstances shall be substituted for the stated period, scope or area determined to be reasonable under the circumstances by such court.
(b) If, at the time of enforcement of this Paragraph 7, a court or
arbitrator holds that the restrictions stated herein are unreasonable under the circumstances then existing, the Parties agree that the maximum period, scope or geographic area reasonable under such circumstances shall be substituted for the stated
period, scope or area determined to be reasonable under the circumstances by such court or arbitrator.
8. Non-Disclosure. At no time during the
Restrictive Period or thereafter shall Executive, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity that he manages, controls,
participates in, consults with, renders services for or is employed by or associated with, disclose or use, except in the performance of his duties hereunder or as required by law, any Trade Secret (as such term is defined below) of the Addus
HealthCare Group, whether such Trade Secret is in Executive s memory or embodied in writing or other physical form as of the Separation Date, or thereafter. For purposes of this Agreement, Trade Secret means any information,
not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts to maintain its secrecy that are reasonable under the
circumstances, including without limitation: (i) trade secrets; (ii) information concerning the business or affairs of the Addus HealthCare Group, including its products or services, fees, costs, and pricing structures, charts, manuals and
documentation, databases, accounting and business models, designs, analyses, drawings, photographs and reports,
computer software, copyrightable works, inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, sales records and
other proprietary commercial information; (iii) information concerning actual and prospective clients and customers of the Addus HealthCare Group, including client and customer lists and other compilations; and, (iv) information concerning
employees, contractors and vendors of the Addus HealthCare Group, including personal information and information concerning the compensation or other terms of employment of such individuals. Trade Secret, however, shall not