Exhibit 10.13
ADDUS HOLDING CORPORATION
2006 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
CERTIFICATE
TIME VESTING
GRANT
This Option Certificate evidences
the grant by Addus Holding Corporation (the “Company”),
in accordance with the Addus Holding Corporation 2006 Stock
Incentive Plan (the “Plan”), of a Non-Qualified Stock
Option (the “ Option ”) to [
] (“ Eligible Employee
”) to purchase from the Company [
] shares of par value $0.001 per
share of common stock of the Company (the “ Stock
”) at an Option Price per share equal to $[
] (the “ Option Price
”). This Option is granted effective as of [
] (the “ Grant Date
”). The Company does not intend that this Option constitute
an incentive stock option under § 422 of the Code.
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ADDUS HOLDING
CORPORATION
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By:
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Name:
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Title:
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TERMS AND
CONDITIONS
Section 1. Plan . This
Option is subject to all of the terms and conditions set forth in
the Plan and this Option. Certificate, and all capitalized terms
not otherwise defined in this Option Certificate shall have the
respective meaning of such terms as defined in the Plan. If a
determination is made that any term or condition set forth in this
Option Certificate is inconsistent with the Plan, the Plan shall
control. A copy of the Plan is attached hereto as Exhibit A
.
Section 2. Exercise
Rights .
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(a)
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General
Rule . Subject to
accelerated vesting pursuant to the terms hereof or
Section 12.1 of the Plan, Eligible Employee automatically
shall have the right under this Option Certificate to exercise this
Option in accordance with the following schedule, if Eligible
Employee remains continuously employed by the Company or an
Affiliate or a Subsidiary (“ Employer ”) from
the Grant Date through the vesting date set forth in the schedule
below:
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Total Shares for Which
Options are First Exercisable
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[ ]
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[
]
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[ ]
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[
]
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[ ]
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[
]
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[ ]
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[
]
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[ ]
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[
]
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Eligible Employee shall not have the
right to exercise this Option with respect to any fractional share
of Stock. If this schedule would otherwise permit the Eligible
Employee to exercise this Option with respect to a fractional share
of Stock on any vesting date, the number of shares of Stock that
shall become exercisable on such vesting date shall be rounded down
to the next lowest whole number of shares of Stock. Subject to
Section 2(b) and Section 3, on the last vesting date
listed above, the Eligible Employee shall have the right to
exercise this Option with respect to all previously unexercisable
shares of Stock.
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(1)
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Termination
Without Cause; Resignation . Subject to Section 3, if Eligible
Employee’s employment is terminated (other than as described
in Section (b)(2) or (b)(3) below) or if Eligible Employee resigns
for any reason, this Option, to the extent then vested and
exercisable, must be exercised within thirty (30) days of such
termination or resignation, as applicable. At the end of such
thirty (30) day period the Option shall expire and be
forfeited to the extent then un-exercised. The unvested remainder
of this Option shall expire and be immediately and automatically
forfeited upon such termination or resignation, as
applicable.
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(2)
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Termination
for Cause . If Eligible
Employee’s employment is terminated for Cause, this Option
shall expire and be immediately and automatically forfeited at the
time of such Eligible Employee’s termination. In addition, if
after Eligible Employee’s termination of employment under
Section (b)(1) or (b)(3) the Board of Directors of the Company (the
“ Board ”) becomes aware of facts that, if they
had been aware of at the time of termination, could have permitted
the Board to terminate Eligible Employee’s employment for
cause (but only for items described in clauses (A), (B) or
(C) under Section (c)(1)), then this Option shall expire and
be immediately and automatically forfeited at the time of such
determination of Cause by the Board.
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(3)
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Death or
Disability . Subject to
Section 3, if Eligible Employee’s employment terminates
due to “Disability” (as defined in Section 2(c))
or death, all of the Options issued under this Option shall be
automatically deemed fully vested and exercisable in full, and so
accelerated may be exercised at any time within six (6) months
of such termination. At the end of such 6-month period the Option
shall expire and be automatically forfeited to the extent then
un-exercised.
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-2-
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(1)
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Cause . For purposes of this Option Certificate,
“Cause” shall exist if the Eligible Employee shall
(A) engage in any action that materially damages, or that may
reasonably be expected to materially damage, the Company or the
business or goodwill thereof, (B) breach his or her fiduciary
duty to the Company, (C) conviction of a misdemeanor or felony
involving fraud with respect to the Company, or the misuse or
misappropriation of money or other property of the Company,
(D) be convicted of a felony, engage in any documented,
habitual use of drugs or other intoxicants or chronic unexcused
absenteeism, (E) commit willful misconduct which is materially
injurious to the Company, (F) commit acts constituting gross
insubordination, such as, without limitation, the intentional
disregard of any reasonable and lawful written directive of the
Company’s Chief Executive Officer (the “ CEO
”) or the Board, (G) breach any material provision of
any employment agreement to which he or she is a party,
(H) fail to perform any duty in a timely and effective manner
and fail to cure any such performance deficiency after receipt of
written notice of the deficiency from the CEO or the Board, which
notice shall designate the period of time within which the
performance deficiency must be cured to the satisfaction of the CEO
or the Board, as applicable, in order to prevent a termination for
cause; provided, however, that Executive shall only be permitted
the opportunity to cure performance deficiency (solely to the
extent such performance deficiency may be cured) two
times
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