Exhibit 10.03
CHEMED CORPORATION
SENIOR EXECUTIVE SEVERANCE POLICY
Chemed Corporation hereby establishes the Chemed Corporation
Senior
Executive Severance Policy ("the Policy").
1.
PARTICIPATION. Participants in the Policy shall consist of
those
officers designated from time to time on Attachment A to this
Policy by the
Compensation/Incentive Committee of the Board of Directors, as may
be approved
by the Board of Directors. The Compensation/Incentive Committee
and/or the Board
shall have the ability to add or remove Participants at its
discretion.
2.
TERMINATION OF EMPLOYMENT.
ss.2.1 Termination of Employment. The employment of a Participant
shall
terminate upon the occurrence of any of the following:
(a)
The death of the Participant;
(b)
The termination of the Participant's employment due to the
Participant's disability pursuant to ss.2.2;
(c)
The termination by the Company of the Participant's employment
for
Cause pursuant to ss.2.3;
(d)
The retirement of the Participant under a retirement plan of
the
Company; or
(e)
The resignation of the Participant.
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The
termination by the Company of the Participant's employment for
any
reason other than those specified in this ss.2.1 shall hereinafter
be referred
to as a termination "Without Cause".
ss.2.2 Disability. If, by reason of physical or mental disability,
the
Participant is unable to carry out his or her duties pursuant to
this Policy for
four (4) consecutive months, the Participant's may be terminated by
the Company
upon two (2) months' written notice to be given to the Participant
at any time
after the period of four (4) continuous months of disability and
while such
disability continues. If, prior to the expiration of the two (2)
months after
the giving of such notice, the Participant shall recover from such
disability
and return to the active discharge of his or her duties, then such
notice shall
be of no further force and effect and the Participant's employment
shall
continue as if such disability had not occurred. If the Participant
shall not so
recover from his or her disability and return to his or her duties,
then the
Participant's services shall terminate at the expiration date of
such two (2)
months' notice. In the event a dispute arises between the
Participant and the
Company concerning the Participant's physical or mental ability to
continue or
return to the performance of his or her duties as aforesaid, the
Participant
shall submit to examination by a competent physician mutually
agreeable to both
parties, and such physician's opinion as to the Participant's
ability to so
perform will be final and binding.
ss.2.3 For Cause. The Company may, at any time by written notice to
the
Participant, terminate his or her services for Cause. Such notice
shall specify
the event or events and the actions or failure to act constituting
Cause.
"Cause" shall mean, with respect to a Participant's termination of
employment:
(a) the willful and repeated failure of the Participant to perform
substantially
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the Participant's duties with Company (other than any such failure
resulting
from incapacity due to physical or mental illness); (b) the
Participant's
conviction of, or plea of guilty or nolo contendere to, which
through lapse of
time or otherwise is not subject to appeal, a felony which is
materially and
demonstrably injurious to Company; or (c) the Participant's
engagement in
willful gross misconduct or gross negligence in connection with his
or her
employment.
If
the basis for discharge is pursuant to paragraph (c) above, the
Participant shall have thirty (30) days from receipt of the notice
of
termination for Cause to cure, if curable, the actions or failure
to act
specified in such notice and, in the event of any such cure within
such period,
such conduct shall not constitute Cause hereunder.
ss.2.4 Consequences of Termination.
(a)
If the Participant's employment shall terminate pursuant to any of
the
provisions of this Article 2, the Participant's base salary and all
incentive
compensation shall cease to accrue forthwith.
(b)
If the Company shall terminate the Participant's employment
Without
Cause, the Company shall pay the Participant a lump sum amount in
cash equal to
one and one-half times the Participant's then annual base salary
plus a lump sum
amount in cash equal to the product of: (i) the average amount of
the
Participant's annual incentives under the Company's annual
incentive plan paid
or payable for the last three full fiscal years prior to
termination; and (ii) a
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fraction, the numerator of which is the number of days in the
fiscal year
through the date of termination and the denominator of which is
365. The
Participant shall also be eligible to participate in the Company's
welfare
benefits plans such as health insurance, life insurance, long-term
care
insurance, and long-term disability benefits plans for twelve
months following
termination, at the then current employee contribution rates;
provided that if
the Participant is precluded from continuing his or her
participation in any
applicable plan, program, or arrangement, the Participant shall be
provided with
the after-tax cost of continuation of such coverage, including
premiums under
the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended, ("COBRA
Premiums"), for the Participant with respect to the benefits
provided under such
plan, program, or arrangement, paid as either a lump sum payment or
monthly as
COBRA Premiums are due, at the discretion of the Company. If the
Participant
becomes reemployed with another employer and is eligible to receive
health
insurance, life insurance, long-term care insurance or long-term
disability
coverage under another employer-provided plan (regardless of
whether the
Participant elects such coverage), the welfare benefits provided
pursuant to
this Policy shall be secondary to those provided under such other
plan.
(c)
In the event that the Participant's employment shall terminate
pursuant
to any of the provisions of this Article 2, the rights of the
Participant under
any incentive compensation plan of the Company, under any executive
or employee
benefit plans or arrangements, or otherwise shall be determined,
subjec
