Exhibit 10.12
ADDUS HOLDING CORPORATION 2006
STOCK INCENTIVE PLAN
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
Page
|
|
ARTICLE I
BACKGROUND AND PURPOSE
|
|
1
|
|
|
|
ARTICLE II
DEFINITIONS
|
|
1
|
|
|
|
|
Section 2.1.
|
|
Affiliate
|
|
1
|
|
|
|
|
Section 2.2.
|
|
Beneficial
Owner or Beneficial Ownership
|
|
1
|
|
|
|
|
Section 2.3.
|
|
Board
|
|
1
|
|
|
|
|
Section 2.4.
|
|
Change
Effective Date
|
|
1
|
|
|
|
|
Section 2.5.
|
|
Change in
Control
|
|
1
|
|
|
|
|
Section 2.6.
|
|
Code
|
|
2
|
|
|
|
|
Section 2.7.
|
|
Committee
|
|
2
|
|
|
|
|
Section 2.8.
|
|
Company
|
|
2
|
|
|
|
|
Section 2.9.
|
|
Director
|
|
2
|
|
|
|
|
Section 2.10.
|
|
Eligible
Employee
|
|
2
|
|
|
|
|
Section 2.11.
|
|
Fair Market
Value
|
|
2
|
|
|
|
|
Section 2.12.
|
|
1933
Act
|
|
3
|
|
|
|
|
Section 2.13.
|
|
1934
Act
|
|
3
|
|
|
|
|
Section 2.14.
|
|
Option
|
|
3
|
|
|
|
|
Section 2.15.
|
|
Option
Certificate
|
|
3
|
|
|
|
|
Section 2.16.
|
|
Option
Price
|
|
3
|
|
|
|
|
Section 2.17.
|
|
Parent
|
|
3
|
|
|
|
|
Section 2.18.
|
|
Permitted
Transferee
|
|
3
|
|
|
|
|
Section 2.19.
|
|
Person
|
|
3
|
|
|
|
|
Section 2.20.
|
|
Plan
|
|
3
|
|
|
|
|
Section 2.21.
|
|
Public
Offering
|
|
3
|
|
|
|
|
Section 2.22.
|
|
Rule
16b-3
|
|
4
|
|
|
|
|
Section 2.23.
|
|
Stock
|
|
4
|
|
|
|
|
Section 2.24.
|
|
Subsidiary
|
|
4
|
|
|
|
|
Section 2.25.
|
|
Voting
Securities
|
|
4
|
|
|
|
ARTICLE III STOCK
|
|
4
|
|
|
|
|
Section 3.1.
|
|
Shares
Reserved
|
|
4
|
|
|
|
|
Section 3.2.
|
|
Source of
Shares
|
|
4
|
|
|
|
|
Section 3.3.
|
|
Use of
Proceeds
|
|
4
|
|
|
|
|
|
|
ARTICLE IV
EFFECTIVE DATE
|
|
4
|
|
|
|
ARTICLE V
COMMITTEE
|
|
4
|
|
|
|
ARTICLE VI
ELIGIBILITY
|
|
5
|
|
|
|
ARTICLE VII
OPTIONS
|
|
5
|
|
|
|
|
Section 7.1.
|
|
Committee
Action
|
|
5
|
|
|
|
|
Section 7.2.
|
|
Option
Price
|
|
5
|
|
|
|
|
Section 7.3.
|
|
Payment
|
|
5
|
|
|
|
|
Section 7.4.
|
|
Exercise
|
|
5
|
|
|
|
ARTICLE VIII
NON-TRANSFERABILITY
|
|
6
|
|
|
|
ARTICLE IX
SECURITIES COMPLIANCE
|
|
6
|
|
|
|
|
Section 9.1.
|
|
Stock Held
for Investment
|
|
6
|
|
|
|
|
Section 9.2.
|
|
Cooperation
|
|
6
|
|
|
|
ARTICLE X
LIFE OF PLAN
|
|
7
|
|
|
|
ARTICLE XI
ADJUSTMENT
|
|
7
|
|
|
|
|
Section 11.1.
|
|
Capital
Structure
|
|
7
|
|
|
|
|
Section 11.2.
|
|
Corporate
Transactions
|
|
7
|
|
|
|
|
Section 11.3.
|
|
Fractional
Shares of Stock
|
|
7
|
|
|
|
ARTICLE XII
CHANGE IN CONTROL
|
|
7
|
|
|
|
|
Section 12.1.
|
|
Change in
Control
|
|
7
|
|
|
|
|
Section 12.2.
|
|
Amount of
Cashout Payment
|
|
8
|
|
|
|
ARTICLE XIII
AMENDMENT OR TERMINATION
|
|
8
|
|
|
|
ARTICLE XIV
MISCELLANEOUS
|
|
8
|
|
|
|
|
Section 14.1.
|
|
Governing
Law; Limitations on Liability
|
|
8
|
|
|
|
|
Section 14.2.
|
|
Compliance
with Code
|
|
9
|
|
|
|
|
Section 14.3.
|
|
Parachute
Payments
|
|
9
|
|
|
|
|
Section 14.4.
|
|
Stockholder
Rights
|
|
10
|
|
|
|
|
Section 14.5.
|
|
No Contract
of Employment
|
|
10
|
|
|
|
|
Section 14.6.
|
|
Withholding
|
|
10
|
|
|
|
|
|
|
Section 14.7.
|
|
Construction
|
|
10
|
|
|
|
|
Section 14.8.
|
|
Other
Conditions
|
|
10
|
|
|
|
|
Section 14.9.
|
|
Rule
16b-3
|
|
11
|
|
|
|
|
Section 14.10.
|
|
Coordination
with Employment Agreements and Other Agreements
|
|
11
|
ARTICLE I
BACKGROUND AND
PURPOSE
The purpose of this Plan is to
promote the interest and long-term success of the Company by
authorizing the Committee to grant Options to Eligible Employees
and Directors in order (1) to attract and retain Eligible
Employees and Directors, (2) to provide an additional
incentive to each Eligible Employee or Director to work to increase
the value of the Stock and (3) to provide each Eligible
Employee or Director with a stake in the future of the Company
which corresponds to the stake of each of the Company’s
stockholders. This Plan is intended to satisfy the requirements for
a “plan” described in Rule 701 promulgated under the
1933 Act, and the Company intends that this Plan be interpreted in
accordance with that intent.
ARTICLE II
DEFINITIONS
Section 2.1. Affiliate
— means any organization (other than a Subsidiary) that would
be treated as under common control with the Company under §
414(c) of the Code if “50 percent” were substituted for
“80 percent” in the income tax regulations under §
414(c) of the Code.
Section 2.2. Beneficial Owner or
Beneficial Ownership — has the meaning ascribed to such
term in Rule 13d-3 of the General Rules and Regulations under the
1934 Act.
Section 2.3. Board —
means the Board of Directors of the Company.
Section 2.4. Change Effective
Date — means the date which includes the
“closing” of the transaction which makes a Change in
Control effective.
Section 2.5. Change in
Control — means that any of the following events has
occurred with respect to the Company, and the effective date of the
Change of Control shall be as of the first day that any one or more
of the following events shall have been fully and unconditionally
effected:
|
|
(1)
|
Any Person,
other than (A) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or an Affiliate;
(B) a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions
as their ownership of stock of this Company; or (C) W. Andrew
Wright or a Permitted Transferee, becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing
more than 50% of the total voting power represented by the
Company’s Voting Securities;
|
|
|
(2)
|
After the date this Plan becomes
effective, the Company consummates a merger or consolidation of the
Company with any other corporation, other than a merger or
consolidation, which would result in the Voting Securities of the
Company outstanding immediately prior thereto
|
|
|
continuing to represent (either
by remaining outstanding or by being converted into Voting
Securities of the surviving entity) more than 50% of the total
voting power represented by the Voting Securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation;
|
|
|
(3)
|
The Company
consummates a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of (in one
transaction or a series of transactions) all or substantially all
of the Company’s assets; or
|
|
|
(4)
|
Any other
condition or event (i) that the Committee determines to be a
“Change of Control” within the meaning of this
Section 2.5 and (ii) that is set forth as a supplement to
this Section 2.5 in the Option Agreement.
|
|
|
(5)
|
Notwithstanding
the foregoing, a “Change in Control” shall not include
any acquisition of securities or voting power directly from the
Company through a Public Offering.
|
Section 2.6. Code —
means the Internal Revenue Code of 1986, as amended.
Section 2.7. Committee
— means a committee of the Board, each member of which shall
be appointed by and shall serve at the pleasure of the Board or if
no such Committee is appointed, the Board as a whole.
Section 2.8. Company —
means Addus Holding Corporation and any successor to Addus Holding
Corporation.
Section 2.9. Director —
means any member of the Board.
Section 2.10. Eligible
Employee — means an employee, consultant or independent
contractor of the Company or any
