Exhibit 10.3
FORM OF NONVESTED STOCK AWARD
AGREEMENT
UNDER AMEDISYS, INC. 2008 OMNIBUS
INCENTIVE COMPENSATION PLAN
Amedisys, Inc. (the “
Company ”) hereby grants to [Name of Recipient]
(“ Grantee ”) [Number of Shares] shares
(the “ Shares ”) of the Company’s common
stock, par value $0.001 per share (the “ Common Stock
”), which shall be subject to time-vesting conditions as
provided herein and in all respects subject to the terms and
conditions of the Company’s 2008 Omnibus Incentive
Compensation Plan (the “ Plan ”). Capitalized
terms used but not otherwise defined in this Agreement shall have
the meanings given them in the Plan.
1. Nature of Award. This
award is an award of nonvested stock subject to time-vesting
conditions in accordance with the Plan.
2. Purchase Price. Grantee
shall not be required to pay the Company for the issuance of the
Shares.
3. Termination of Grantee’s
Employment. If Grantee’s employment with the Company is
terminated, other than by reason of disability or death, any
unvested portion of the Shares shall be forfeited; and if
Grantee’s employment with the Company is terminated by reason
of disability or death, the restrictions on any unvested portion of
the Shares shall lapse, and Grantee or his/her heirs or estate
shall be 100% vested in such Shares. Upon termination of
Grantee’s employment with the Company, for any reason, all
Shares vested pursuant to this Agreement but not yet delivered
shall be delivered to Grantee or his/her heirs or estate within
ninety (90) days of termination. However, if the Committee
finds by a majority vote after full consideration of the facts that
Grantee, before or after termination of his/her employment with the
Company for any reason (a) committed or engaged in fraud,
embezzlement, theft, commission of a felony, or proven dishonesty
in the course of his/her employment by the Company, which conduct
damaged the Company, or disclosed trade secrets of the Company, or
(b) participated, engaged in or had a material financial or
other interest, whether as an employee, officer, director,
consultant, contractor, stockholder, owner or otherwise, in any
commercial endeavor in the United States that is competitive with
the business of the Company without the written consent of the
Company, this Agreement shall terminate effective as of the
commencement of business on the date of Grantee’s termination
of employment with the Company, and any Shares not already
delivered to Grantee by the Company shall be forfeit by Grantee.
Clause (b) shall not be deemed to have been violated solely by
reason of Grantee’s ownership of stock or securities of any
publicly owned corporation, if that ownership does not result in
effective control of the corporation. The decision of the Committee
as to the cause of Grantee’s discharge, the damage done to
the Company, and the extent of Grantee’s competitive activity
shall be final. No decision of the Committee, however, shall affect
the finality of the discharge of Grantee by the Company in any
manner.
4. Issuance of Shares. The
Shares shall be issued and escrowed, pending the vesting of the
Shares, pursuant to the provisions of Sections 4, 5 and 6 hereof
and in accordance with the Plan, as follows:
(i) Issuance . The Company
shall cause the Company’s transfer agent to issue the Shares
in book entry form in the name of Grantee.
(ii) Escrow of Shares . The
shares shall be held in escrow by the Company until such time as
(a) Grantee becomes vested in the Shares in accordance with
the provisions of this Agreement and (b) the Company delivers
Shares that have vested to Grantee.
(ii
