Exhibit 10.2
AMEDISYS, INC.
AMENDED AND RESTATED EMPLOYEE
STOCK PURCHASE PLAN
(Effective January 1,
2009)
The following constitute the
provisions of the Amended and Restated Employee Stock Purchase Plan
of Amedisys, Inc.
1. Purpose . The purpose of
the Amedisys, Inc. Amended and Restated Stock Purchase Plan (the
“Plan”) is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company. It is the intention of the Company to have
the Plan qualify as an “Employee Stock Purchase Plan”
under Section 423 of the Internal Revenue Code of 1986, as
amended. The provisions of the Plan shall, accordingly, be
construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the
Code.
2. Definitions .
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a)
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“Board” shall mean
the Board of Directors of the Company.
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b)
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“Code” shall mean the
Internal Revenue Code of 1986, as amended from time to
time.
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c)
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“Closing Market
Price” shall mean the closing price of the Common Stock for
such date (or, in the event that the Common Stock is not traded on
such date, on the immediately preceding trading date on which there
was a closing price), as reported by the Nasdaq Global Market or,
if such price is not reported, the mean of the bid and asked prices
per share of the Common Stock as reported by Nasdaq or, in the
event the Common Stock is listed on a stock exchange, the closing
price on such exchange on such date (or, in the event that the
Common Stock is not traded on such date, on the immediately
preceding trading date), as reported in the Wall Street Journal, or
in the event that the Common Stock shall no longer be publicly
traded or quoted (whether or not on an exchange) as of the
particular date, such price as is determined by the Committee in
such a method as it deems appropriate.
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d)
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“Committee” shall
mean the Compensation Committee of the Board.
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e)
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“Common Stock” shall
mean the $0.001 par value common stock of the Company.
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f)
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“Company” shall mean
Amedisys, Inc., a Delaware corporation.
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g) “Compensation” shall
mean all regular straight time gross earnings and commissions, and
shall not include payments for overtime, shift premium incentive
compensation, incentive payments, bonuses and other
compensation.
h) “Continuous Status as an
Employee” shall mean the absence of any interruption or
termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave
of absence agreed to in writing by the Company,
provided that such leave is for a
period of not more than 90 days or re-employment upon the
expiration of such leave is guaranteed by contract or
statute.
i) “Contribution
Account” shall mean the account established on behalf of a
Participant to which shall be credited that Participant’s
Contributions.
j) “Contributions” shall
mean all amounts deducted from a Participant’s payroll
pursuant to Section 5.
k) “Designated
Subsidiaries” shall mean the Subsidiaries which have been
designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
l) “Employee” shall mean
any person who is customarily employed for at least twenty
(20) hours per week and more than five (5) months in a
calendar year by the Company or one of its Designated
Subsidiaries.
m) “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.
n) “Exercise Date” shall
mean the last trading day of each Offering Period.
o) “Offering Date” shall
mean the first trading day of each Offering Period.
p) “Offering Period”
shall mean a period of three (3) months commencing on
January 1, April 1, July 1 and
October 1 of each year except as otherwise indicated by the
Company.
q) “Participant” shall
mean an eligible Employee who has elected to buy Shares pursuant to
and in accordance with the Plan.
r) “Plan” shall have the
meaning set forth in Section 1.
s) “Purchase Price”
shall mean the lower of (i) eighty-five (85%) of the
Closing Market Price on the Offering Date, or (ii) eighty-five
percent (85%) of the Closing Market Price on the Exercise
Date;.
t) “Shares” shall mean
shares of the Common Stock.
u) “Subsidiary” shall
mean a corporation, domestic or foreign, of which not less than 50%
of the voting shares are held by the Company or a Subsidiary,
whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. Eligibility .
a) Any person who is an Employee as
of the first day of a given Offering Period may become a
Participant, subject to the requirements of the Plan (including the
limitations set forth in Section 5(a)) and the limitations
imposed by Section 423(b) of the Code.
b) Any provisions of the Plan to the
contrary notwithstanding, no Employee may become a Participant if,
on or immediately after an Offering Date, such Employee (or any
other person whose stock would be attributed to such an Employee
pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five
percent
(5%) or more of the total combined
working power or value of all classes of stock of the Company or of
any Subsidiary of the Company.
4. Participation .
a) A Participant must complete an
enrollment form on the form provided by the Company and file it
with the Company’s payroll office at least ten (10) days
prior to the commencement of the applicable Offering Date, unless a
later time for filing enrollment forms is set by the Committee for
all eligible Employees with respect to a given offering.
b) Payroll deductions shall commence
on the first payroll following the Offering Date and shall end on
the last payroll paid prior to the Exercise Date of each Offering
Period subject to each Participant’s right to terminate
deductions as provided in Section 9; provided however, that
any payroll paid within five (5) business days preceding the
Exercise Date will be included in the subsequent Offering
Period.
5. Method and Amount of Payment
of Contributions .
a) Each Participant’s
enrollment form shall set forth the whole number percentage of the
Participant’s Compensation (which shall be not less than 1%
and not more than 15%) to be deducted and paid as Contributions. In
addition, no Participant: (i) during any calendar year, may
purchase Shares (under the Plan and all other employee stock
purchase plans (described in Section 423 of the Code) that may
be established by the Company and its Subsidiaries)) having a fair
market value (determined as of each Offering Date) of more than
Twenty-Five Thousand Dollars ($25,000); or (ii) during any
Offering Period, may purchase more than 5,000 Shares.
b) All payroll deductions made by a
Participant shall be credited to his or her Contribution Account. A
Participant may not make any additional payments into such
Contribution Account.
c) A Participant may discontinue
participation in the Plan, or, on one occasion only during an
Offering Period, may decrease the rate of Contributions during the
Offering Period by completing and filing with the Company a new
enrollment form. A change in rate shall be effective as of the
beginning of the next calendar month during the Offering Period
following the date of filing of the new enrollment form, if the
form is filed at least ten (10) business days prior to such
date and, if not, as of the beginning of the next succeeding
calendar month.
6. Grant of Option . On the
Offering Date of each Offering Period, each Participant shall be
granted an option to purchase on the Exercise Date a number of
Shares determined by dividing the amount of the Participant’s
Contribution Account on the Exercise Date by the Purchase
Price.
7. Exercise of Option .
Unless a Participant withdraws from the Plan as provided in
Section 9, his or her option will be exercised automatically
on the Exercise Date of the Offering Period, and the maximum number
of whole Shares subject to the option will be purchased at the
applicable Purchase Price with his or her Contribution Account. No
fractional Shares will be issued under the Plan. Unless requested
to be returned by a Participant, any amount remaining in
a
