Exhibit 10.4
FORM OF RESTRICTED STOCK UNIT
AWARD AGREEMENT UNDER THE
AMEDISYS, INC. 2008 OMNIBUS
INCENTIVE COMPENSATION PLAN
This Restricted Stock Unit Agreement
(this “ Agreement ”), dated as of [Date]
(the “ Grant Date ”), is by and between
Amedisys, Inc., a Delaware corporation (the “ Company
”), and [Name of Grantee] (the “ Award
Recipient ”).
RECITALS
WHEREAS, the Company has established and maintains its
2008 Omnibus Incentive Compensation Plan (the “ Plan
”) for the benefit of its employees;
WHEREAS, the Award Recipient is employed as the [Title
of Grantee] of the Company;
WHEREAS, the Company wishes to grant to the Award
Recipient Restricted Stock Units (“ RSUs ”)
under the terms of the Plan, subject to certain restrictions and
limitations; and
WHEREAS, the Award Recipient desires to receive a grant
of such RSUs from the Company;
NOW, THEREFORE
, in consideration of the promises
and mutual agreements contained herein, the adequacy and
sufficiency of which are hereby acknowledged, the Company and the
Award Recipient agree as follows:
|
|
1.
|
Grant of
RSUs not Subject to Performance Conditions .
|
|
|
(a)
|
Number of
RSUs . The Company hereby
grants to the Award Recipient, effective as of the Grant Date,
[Number] RSUs under the Plan, each such RSU contingently
entitling the Award Recipient to acquire one share of the
Company’s common stock, $0.001 par value per share (the
“ Stock ”), subject to the vesting and delivery
schedules and other terms and conditions set forth below. Unless
and until the RSUs will have vested, the Award Recipient will have
no right to the issuance of any shares of Stock pursuant to
Section 1(c) of this Agreement.
|
|
|
(b)
|
Vesting
Schedule . The RSUs
granted under Section 1(a) of this Agreement shall vest in
accordance with the following schedule: [Number] of the RSUs
shall vest on [Date #1] ; [Number] of the RSUs shall
vest on [Date #2] ; and [Number] of the RSUs shall
vest on [Date #3] (each such date, a “ Vesting
Date ”), provided that on each such Vesting Date, the
Award Recipient is still employed by the Company. For avoidance of
doubt, there shall be no proportionate or partial vesting in the
periods prior to each Vesting Date and vesting shall occur only on
the applicable Vesting Date pursuant to this
Section 1(b).
|
|
|
(c)
|
Issuance of
shares of Stock . If, as
of [Date] (the “ Delivery Date ”), any
portion of the Award Recipient’s RSUs have vested under the
terms of Section 1(b) above, the Award Recipient shall be
issued a number of shares of Stock equal to the number of RSUs
which have vested as of the Delivery Date, without payment
therefor, as full consideration for the vested RSUs. Without
limiting the entitlement of the Award Recipient to shares of Stock
delivered on the Delivery Date pursuant to the RSUs which have
vested, as soon as practicable following the Delivery Date, the
Company shall cause its third-party recordkeeper to credit an
account established and maintained in the Award Recipient’s
name with such shares of Stock (less any shares of Stock withheld
under Section 7 below), as evidence of the issuance of the
shares of Stock delivered pursuant to this Section 1(c). No
fractional shares of Stock shall be issued under this
Agreement.
|
|
|
2.
|
Grant of
RSUs Subject to Performance-Based Conditions
.
|
|
|
(a)
|
[Insert
Description of Performance-Based Grant Conditions and Number of
Shares Subject to Performance-Based Grant
Conditions]
|
|
|
(b)
|
Vesting
Schedule . The RSUs
granted under Section 2(a) of this Agreement shall vest in
accordance with the following schedule: [Number] of the RSUs
granted shall vest on [Date #1] ; [Number] of the
RSUs granted shall vest on [Date #2] ; and [Number]
of the RSUs granted shall vest on [Date #3] (each such date,
a “ Vesting Date ”), provided that on each such
Vesting Date, the Award Recipient is still employed by the Company.
For avoidance of doubt, there shall be no proportionate or partial
vesting in the periods prior to each Vesting Date and vesting shall
occur only on the applicable Vesting Date pursuant to this
Section 2(b).
|
|
|
(c)
|
Issuance of
shares of Stock . If, as
of [Date] (the “ Delivery Date ”), any
portion of the Award Recipient’s RSUs have vested under the
terms of Section 2(b) above, the Award Recipient shall be
issued a number of shares of Stock equal to the number of RSUs
which have vested as of the Delivery Date, without payment
therefor, as full consideration for the vested RSUs. Without
limiting the entitlement of the Award Recipient to shares of Stock
delivered on the Delivery Date pursuant to the RSUs which have
vested, as soon as practicable following the Delivery Date, the
Company shall cause its third-party recordkeeper to credit an
account established and maintained in the Award Recipient’s
name with such shares of Stock (less any shares of Stock withheld
under Section 7 below), as evidence of the issuance of the
shares of Stock delivered pursuant to this Section 2(c). No
fractional shares of Stock shall be issued under this
Agreement.
|
2
|
|
3.
|
Restrictions
on Transfer . During the
lifetime of the Award Recipient, the RSUs and any shares of Stock
granted in accordance with Section 1(c) and Section 2(c),
above, may only be issued in the name of the Award Recipient. This
Agreement is not assignable or transferable otherwise than by will
or by the laws of descent and distribution or pursuant to certain
domestic relations orders. The terms of this Agreement shall be
binding on the Award Recipient’s heirs and successors and on
the administrators and executors of the Award Recipient’s
estate. Any attempt to transfer the Award Recipient’s rights
under this Agreement or the RSUs granted hereby other than in
accordance with the provisions of this Section 3 shall cause
all rights of the Award Recipient hereunder to be immediately
forfeited.
|
|
|
4.
|
Forfeiture/Accelerated Vesting
. All RSUs and underlying shares of
Stock granted in accordance with the terms of this Agreement shall
be subject to the equity forfeiture and accelerated vesting
provisions contained in the Award Recipient’s employment
agreement; provided, however , that all shares of Stock
issuable as a result of accelerated vesting shall be delivered on
the Delivery Date.
|
|
|
5.
|
Rights as
Stockholder .
|
|
