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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 21, 2024
AdaptHealth
Corp.
(Exact name
of registrant as specified in its charter)
| Delaware | |
001-38399 | |
82-3677704 |
(State
or other jurisdiction of
incorporation) | |
(Commission
File Number) | |
(IRS
Employer Identification No.) |
220
West Germantown Pike, Suite
250
Plymouth
Meeting, PA |
|
19462 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
| |
|
|
| (610)
424-4515 |
(Registrant’s
telephone number, including area code)
|
Not
Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
AHCO |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Operating Officer Appointment
AdaptHealth
Corp. (the “Company”) announced today that Toby Scott Barnhart, age 56, has been appointed to serve as the Chief Operating
Officer of the Company, effective as of September
23, 2024 (the “Start Date”).
Since September 2022, Mr. Barnhart has served as the Chief Operating
Officer of Qurate Retail Group (“Qurate”), a world leader in video commerce across linear TV, ecommerce sites, digital streaming
and social platforms. Prior to Qurate, Mr. Barnhart served as president of Global Medical Products & Supply Chain at Cardinal Health
from July of 2018 to December of 2021 and as President, Global Supply Chain & Group Purchasing Organizations at Aramark from April
of 2014 to July of 2018. Mr. Barnhart also held senior supply chain positions at Conagra Brands and Diageo from September 2002 to April
2014. Early in his career, Mr. Barnhart advised other global companies as a consultant at PwC and E&Y. Mr. Barnhart serves on the
Board of Directors of Common Threads. Scott earned his bachelor’s degree from Purdue University and his MBA from the Kellogg School
of Management at Northwestern University. Mr. Barnhart has significant international business leadership experience in global supply chain,
manufacturing, procurement, customer service and product portfolio management at multiple Fortune 500 brands and similarly sized corporations.
There are no arrangements or understandings between Mr. Barnhart and
any other person pursuant to which Mr. Barnhart was selected as an officer, and there are no family relationships between Mr. Barnhart
and any of the Company’s directors or executive officers. Mr. Barnhart does not have any direct or indirect material interest in
any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
On August
1, 2024, the Company entered into an employment agreement with Mr. Barnhart (the “COO Employment Agreement”) that will
govern the terms of his employment as the Chief Operating Officer of the Company from and after the Start Date. Pursuant to the terms
of the COO Employment Agreement, Mr. Barnhart is entitled to receive an annual base salary of $600,000 and, commencing with the Company’s
2025 fiscal year, is eligible to receive a target annual incentive bonus equal to 100% of his base salary, with the actual bonus ranging
from 0-200% of the target annual incentive bonus based on the achievement of annual company and individual performance objectives for
such fiscal year. For the Company’s 2024 fiscal year, Mr. Barnhart will be eligible for a target annual incentive bonus (the “2024
Target Bonus Amount”) equal to the product of (i) $600,000 multiplied by (ii) a fraction, the numerator of which is the number of
days elapsed during the 2024 fiscal year from and after the Start Date and the denominator of which is 366, with the actual bonus payable
in respect of the Company’s 2024 fiscal year determined based upon the achievement of the annual company performance objectives
for such fiscal year as previously approved by the compensation committee of the Board (the “Compensation Committee”);
provided, that such actual bonus payable in respect of the Company’s 2024 fiscal year shall not be less than the Target 2024 Bonus
Amount.
As an inducement for Mr. Barnhart to join the Company, effective as
of the Start Date, the Company will grant Mr. Barnhart restricted stock units (“RSUs”) covering a number of shares of the
Company’s common stock with a value of $1,000,000 (determined in a manner consistent with the Company’s historic practices
(the “Inducement RSUs”)), which will vest in equal installments annually over three years, subject to continued employment.
Mr. Barnhart will also be eligible for additional equity awards commencing in 2025 covering a number of shares of the Company’s
common stock with a value of $1,300,000 (determined in a manner consistent with the Company’s historic practices).
Pursuant to the COO Employment Agreement, if Mr. Barnhart’s employment
is terminated (x) by the Company without “cause” or (y) by Mr. Barnhart for “good reason” (as such terms
are defined in the COO Employment Agreement) (either such termination, a “qualifying termination”), subject to his execution
and non-revocation of a general release of claims in favor of the Company and its affiliates and compliance with certain restrictive covenants
(described below), Mr. Barnhart will be entitled to (i) any earned but unpaid annual bonus in respect of any completed fiscal year
that has ended prior to the date of such termination, (ii) continued payment of base salary for a period of 18 months following such
date of termination, (iii) an amount equal to 1.5 times his then-current target annual bonus, payable in substantially equal installments
during the 18-month period following such date of termination in accordance with regular payroll practices, (iv) to the extent then-unvested,
continued vesting of the Inducement RSUs during the 18-month period following termination without regard to a continued employment requirement,
and (v) 18 months’ continuation of health insurance coverage pursuant to COBRA at the same rate which applies for active employees.
If Mr. Barnhart’s employment is terminated by the Company without
cause within the 24-month period following a “change in control” (as such term defined in the COO Employment Agreement), all
then-outstanding and unvested equity awards held by Mr. Barnhart will vest as of the date of such termination, with awards subject to
performance-vesting conditions vesting based on actual performance through the termination date (or, at target performance if not determinable),
subject to his execution and non-revocation of a general release of claims in favor of the Company and its affiliates and compliance with
certain restrictive covenants.
In connection with the COO Employment Agreement, Mr. Barnhart also
entered into a restrictive covenant agreement, which includes a non-compete covenant that applies during employment and for 18 months
thereafter, non-solicit covenants that apply during employment and for 24 months thereafter, and indefinite confidentiality, non-disparagement,
publicity, and invention assignment covenants.
The foregoing description of the COO Employment Agreement is qualified
in its entirety by reference to the full text of the COO Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated
by reference herein.
Shaw Rietkerk Transition Agreement
As
previously disclosed, on August 19, 2024, the Company announced that Shaw Rietkerk will transition to a new position as the Company’s
Chief Business Officer effective on or before September 23, 2024 (the “Transition
Date”), following which Mr. Rietkerk will no longer serve as the Company’s Chief Operating Officer. The Company and Mr. Rietkerk
have agreed that Mr. Rietkerk will serve as Chief Business Officer of the Company from the Transition Date until March 31, 2025 (the “Scheduled
Separation Date”) or such earlier date on which Mr. Rietkerk’s employment is terminated by the Company other than for cause
(as defined in the Offer Letter (as defined below)) (the “Separation Date,” and the period from the Transition Date through
the date on which Mr. Rietkerk’s employment is terminated, the “Transition Period”).
In connection with foregoing, the Company entered
into a transition agreement with Mr. Rietkerk, dated August 21, 2024 (the “Transition Agreement”), pursuant to which
Mr. Rietkerk will continue to provide services and his expertise to the Company during the Transition Period. Pursuant to the Transition
Agreement, Mr. Rietkerk agreed to waive his right to receive the 2024 target annual cash bonus opportunity and the contractual severance
set forth in his Offer Letter with the Company, dated August 3, 2020 (as amended on September 22, 2023 and December 18, 2023) (the “Offer
Letter”). In consideration of the foregoing, provided that Mr. Rietkerk performs his duties in good faith during the Transition
Period, does not voluntarily resign and is not terminated by the Company for cause prior to the Scheduled Separation Date, as of the Separation
Date, Mr. Rietkerk is entitled to (i) an amount equal to $750,000, (ii) subsidized COBRA coverage at the active employee rate for the
twelve (12) month period following the Separation Date, and (iii) continued vesting in his then-outstanding equity awards granted pursuant
to the Plan (as defined below) through the Scheduled Separation Date. Pursuant to the Transition Agreement, provided that Mr. Rietkerk
does not voluntarily resign and is not terminated by the Company for cause prior to the Scheduled Separation Date, the parties further
agreed to treat Mr. Rietkerk’s separation as a termination by the Company without “cause” as of the Separation Date
for purposes of any outstanding equity awards granted pursuant to the Company’s Second Amended and Restated 2019 Stock Incentive
Plan or any predecessor thereof (the “Plan”) and that his then-outstanding equity awards will be treated in accordance with
the terms of the Plan. Pursuant to the Transition Agreement, Mr. Rietkerk has provided the Company with a general release of claims (subject
to customary exceptions, including for rights to indemnification protection, vested benefits and benefits pursuant to the Transition Agreement)
which will be reaffirmed on or following the Separation Date and has reaffirmed the restrictive covenants set forth in the Restrictive
Covenant Agreement that he executed on August 3, 2020 in favor of the Company and its affiliates.
The foregoing description of the Transition Agreement
is qualified in its entirety by reference to the full text of the Transition Agreement, which is attached as Exhibit 10.2 hereto
and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
The Company issued a press release earlier today announcing
the appointment of Mr. Barnhart as Chief Operating Officer, as described in Item 5.02 above. A copy of the press release is furnished
as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
Dated:
August 26, 2024
| |
AdaptHealth Corp. |
| |
|
| |
By: |
/s/Jonathan Bush |
| |
|
Name: Jonathan B. Bush |
| |
|
Title: General Counsel |
Exhibit 10.1
Execution Version
EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of August 2024,
by and between AdaptHealth Corp., a Delaware corporation (the “Company”), and Toby Scott Barnhart (“Executive”).
W I T N E S S E T H :
WHEREAS, the Company desires
to employ Executive and to enter into this Agreement embodying the terms of such employment, and Executive desires to enter into this
Agreement and to accept such employment, subject to the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration
of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are mutually acknowledged, the Company and Executive hereby agree as follows:
Section 1.
Definitions.
(a)
“Accountants” shall have the meaning ascribed to such term in Section 11(b) hereof.
(b)
“Accrued Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination
of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with Section 7 hereof, and
(iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment (excluding any employee
benefit plan providing for severance or similar benefits), in accordance with the terms contained therein.
(c)
“Agreement” shall have the meaning set forth in the preamble hereto.
(d)
“Annual Bonus” shall have the meaning set forth in Section 4(b) hereof.
(e)
“Base Salary” shall mean the salary provided for in Section 4(a) hereof or any increased salary
granted to Executive pursuant to Section 4(a) hereof.
(f)
“Board” shall mean the Board of Directors of the Company.
(g)
“Cause” shall mean (i) Executive’s act(s) of gross negligence or willful misconduct in the
course of Executive’s employment hereunder, (ii) failure or refusal by Executive to perform in any material respect Executive’s
duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by Executive of any assets or business opportunities
of the Company or any other member of the Company Group, (iv) theft, embezzlement or fraud committed (or attempted) by Executive,
at Executive’s direction, or with Executive’s prior actual knowledge, (v) Executive’s conviction of or pleading
“guilty” or “ no contest” to, (x) a felony or (y) any other criminal charge that has, or could be reasonably
expected to have, an adverse impact on the performance of Executive’s duties to the Company or any other member of the Company
Group or otherwise result in material injury to the reputation or business of the Company or any other member of the Company Group, (vi) any
material violation by Executive of the policies of the Company or any other member of the Company Group, including but not limited to
those relating to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the
Company or any other member of the Company Group, (vii) Executive’s material breach of this Agreement or breach of any restrictive
covenant agreement between Executive and a member of the Company Group (including the Restrictive Covenant Agreement), (viii) an
act or omission of Executive that is intended to result in material injury to the business, property, operations, financial conditions
or reputation of the Company or any other member of the Company Group, or (ix) Executive’s failure to reasonably cooperate,
if requested by the Company, with any investigation or inquiry into Executive’s or the Company’s business practices (in each
case, to the extent related to the Company or any other member of the Company Group), whether internal or external, including, but not
limited to, Executive’s refusal to be deposed or to provide truthful testimony or evidence at any trial, proceeding or inquiry.
If, within ninety (90) days subsequent to Executive’s termination for any reason other than by the Company for Cause, the Company
determines that Executive’s employment could have been terminated for Cause pursuant to clauses (iii), (iv) or (v) of the definition
thereof, Executive’s employment will be deemed to have been terminated for Cause for all purposes, and Executive will be required
to repay or return to the Company all amounts and benefits received pursuant to this Agreement or otherwise on account of such termination
that would not have been payable or provided to Executive had such termination been by the Company for Cause. For the avoidance of doubt,
Executive’s failure to perform or achieve annual performance objectives set forth by the Company alone shall not constitute Cause
hereunder.
(h)
“Change in Control” shall have the meaning ascribed to such term in the Equity Plan.
(i)
“COBRA” shall mean Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended,
and Section 4980B of the Code, and the rules and regulations promulgated under either of them.
(j)
“Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated
thereunder.
(k)
“Company” shall have the meaning set forth in the preamble hereto.
(l)
“Company Group” shall mean the Company together with any direct or indirect subsidiaries of the Company.
(m)
“Company Payment” shall have the meaning ascribed to such term in Section 11(b) hereof.
(n)
“Compensation Committee” shall mean the Board or the committee of the Board designated to make compensation
decisions relating to senior executive officers of the Company Group.
(o)
“Disability” shall mean any physical or mental disability or infirmity of Executive that prevents the
substantial performance of Executive’s duties for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty
(120) non-consecutive days during any twelve (12) month period. Any question as to the existence, extent, or potentiality of Executive’s
Disability upon which Executive and the Company cannot agree shall be determined by a qualified, independent physician selected by the
Company and approved by Executive (which approval shall not be unreasonably withheld). The determination of any such physician shall
be final and conclusive for all purposes of this Agreement.
(p)
“Equity Plan” shall have the meaning set forth in Section 4(c) hereof.
(q)
“Executive” shall have the meaning set forth in the preamble hereto.
(r)
“Good Reason” shall mean, without Executive’s consent, (i) a material diminution in Executive’s
title, duties, or responsibilities as set forth in Section 3 hereof, (ii) a reduction in Base Salary set forth in Section 4(a)
hereof or Annual Bonus opportunity as set forth in Section 4(b) hereof, (iii) the relocation of Executive’s principal place of
employment (as provided in Section 3(c) hereof) more than fifty (50) miles from its then-current principal location, or (iv) any
other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause (i), (ii)
or (iii) above). Notwithstanding the foregoing, during the Term, in the event that the Company reasonably believes that Executive may
have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive
from performing Executive’s duties hereunder, and in no event shall any such suspension constitute an event pursuant to which Executive
may terminate employment with Good Reason or otherwise constitute a breach hereunder; provided,
that no such suspension shall alter the Company’s economic obligations under this Agreement during such period of suspension (including,
without limitation, continued payment of Executive’s Base Salary, Annual Bonus eligibility, vesting of outstanding equity awards,
and participation in benefit plans).
(s)
“Inducement RSUs” shall have the meaning set forth in Section 4(c) hereof.
(t)
“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.
(u)
“Release of Claims” shall mean the Release of Claims in substantially the same form attached hereto
as Exhibit B (as the same may be revised from time to time by the Company upon the advice of counsel).
(v)
“Restrictive Covenant Agreement” shall mean the Restrictive Covenant Agreement attached hereto as Exhibit
A.
(w)
“Severance Benefits” shall have the meaning set forth in Section 8(g) hereof.
(x)
“Severance Term” shall mean the eighteen (18)-month period following Executive’s termination by
the Company without Cause (other than by reason of death or Disability) or by Executive for Good Reason.
(y)
“Specified Employee Payment Date” shall have the meaning set forth in Section 13(a) hereof.
(z)
“Start Date” shall mean September 9, 2024, or such later date as mutually agreed upon by the Company
and Executive.
(aa)
“Target 2024 Bonus Amount” shall have the meaning set forth in Section 4(b) hereof.
(bb)
“Term” shall mean the period specified in Section 2 hereof.
Section 2.
Acceptance and Term.
The
Company agrees to employ Executive, and Executive agrees to serve the Company, on the terms and conditions set forth herein. Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that a direct or indirect subsidiary of the Company may be
the actual employer of record with all governmental agencies and may be responsible for fulfilling all or any portion of the Company’s
payroll and benefit obligations under this Agreement. The Term shall commence on the Start Date and shall continue until terminated as
provided in Section 8 hereof.
Section 3.
Position, Duties, and Responsibilities; Place of Performance.
(a)
Position, Duties, and Responsibilities. During the Term, Executive shall be employed and serve as the Chief Operating Officer
of the Company (together with such other position or positions consistent with Executive’s title as the Board shall specify from
time to time), shall have such duties and responsibilities commensurate with such title, and shall report to the Chief Executive Officer
of the Company. For the avoidance of doubt, Executive’s position is considered “exempt” for purposes of the Fair Labor
Standards Act. Executive also agrees to serve as an officer and/or director of the Company and/or any other member of the Company Group,
in each case without additional compensation, if requested at any time during the Term.
(b)
Performance. Executive shall devote Executive’s full business time, attention, skill, and best efforts to the performance
of Executive’s duties under this Agreement and shall not engage in any other business or occupation during the Term, including,
without limitation, any activity that (x) conflicts with the interests of the Company or any other member of the Company Group,
(y) interferes with the proper and efficient performance of Executive’s duties for the Company, or (z) interferes with
Executive’s exercise of judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude
Executive from (i) serving as a member of the boards of directors of up to one non-competing publicly-traded businesses and up to
three privately-held businesses; provided, that Executive’s service does not create a conflict of interest, (ii) engaging
in charitable activities and community affairs, and (iii) managing Executive’s personal investments and affairs; provided,
however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so as not to materially interfere,
individually or in the aggregate, with the performance of Executive’s duties and responsibilities hereunder. Executive will be
subject to all rules, policies, procedures and handbooks applicable to employees at the Company generally or at Executive’s level
or in Executive’s position. The Company reserves the right to amend, modify, reduce, discontinue, or terminate any or all policies
and benefits.
(c)
Principal Place of Employment. Executive’s principal place of employment shall be remotely at Executive’s primary
residence in Miami, Florida, although Executive will be expected to work from current and future office locations of the Company Group
from time to time (and in no event shall the requirement to work from any Company Group locations consistent with this expectation result
in Executive having Good Reason hereunder). Executive understands and agrees that Executive may also be required to travel from time
to time for business reasons.
Section 4.
Compensation.
During the Term, Executive
shall be entitled to the following compensation:
(a)
Base Salary. Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices
of the Company, of not less than $600,000, with increases, if any, as may be approved in writing by the Compensation Committee.
(b)
Annual Bonus. Executive shall be eligible for an annual incentive bonus award determined by the Compensation Committee
in respect of each fiscal year during the Term (the “Annual Bonus”). For the Company’s 2024 fiscal
year, Executive will be eligible for an Annual Bonus in an amount (the “Target 2024 Bonus Amount”) equal to
the product of (i) $600,000 multiplied by (ii) a fraction, the numerator of which is the number of days elapsed during the 2024
fiscal year from and after the Start Date and the denominator of which is 366, with the actual Annual Bonus payable in respect of the
Company’s 2024 fiscal year determined based upon the achievement of the annual Company performance objectives for such fiscal year
as previously approved by the Compensation Committee; provided, that such actual Annual Bonus payable in respect of the Company’s
2024 fiscal year shall not be less than the Target 2024 Bonus Amount. The target Annual Bonus for each fiscal year (commencing with the
Company’s 2025 fiscal year) shall be one hundred percent (100%) of Executive’s Base Salary for the fiscal year in which the
Annual Bonus is attributed to (the “Target Annual Bonus”), with the actual Annual Bonus payable in respect
of any fiscal year ranging from zero percent (0%) to two hundred percent (200%) of the Target Annual Bonus based upon the level of achievement
of annual Company Group and individual performance objectives for such fiscal year, as determined by the Compensation Committee and communicated
to Executive. The Annual Bonus shall be paid to Executive at the same time as annual bonuses are generally payable to other senior executives
of the Company subject to Executive’s continuous employment through the payment date except as otherwise provided for in this Agreement.
(c)
Inducement Equity Award. As an inducement for Executive to enter into employment with the Company, Executive shall, as
of the Start Date, be granted restricted stock units (the “Inducement RSUs”) covering a number of shares of
the Company’s common stock with a value on the date of grant of $1,000,000 (determined using the twenty (20)-trading day volume
weighted average price as of the date immediately prior to the Start Date consistent with the Company’s historic practices). The
Inducement RSUs will be granted pursuant to the Company’s Second Amended and Restated 2019 Stock Incentive Plan, as amended and/or
restated from time to time (the “Equity Plan”) (or, at the discretion of the Compensation Committee, outside
of the Equity Plan in reliance on Nasdaq Listing Rule 5635(c) but subject to the terms and conditions of the Equity Plan as if they were
granted thereunder) and an award agreement in a form reasonably acceptable to the Compensation Committee. The Inducement RSUs will vest
in three (3) substantially equal annual installments on each of the first three anniversaries of the Start Date subject to Executive’s
continuous employment through the applicable vesting date (except as otherwise provided below).
(d)
Future Equity Plan Eligibility. Executive shall be eligible to receive additional grants pursuant to the Equity Plan or
any successor thereto commencing in 2025. Any such grants shall be determined in the sole discretion of the Compensation Committee. The
parties hereto acknowledge and agree that the current intent of the Compensation Committee is to provide Executive with annual grants
covering a number of shares of the Company’s common stock with a value of $1,300,000, with the number of shares subject to each
such award being determined using the twenty (20)-trading day volume weighted average price as of the date immediately prior to the applicable
date of grant, but nothing herein shall entitle Executive to any specific award or any specific terms or conditions in any year. If Executive’s
employment is terminated by the Company (or any successor thereof) without Cause in connection with, or within two (2) years following,
the consummation of a Change in Control all then-outstanding and unvested equity awards granted to Executive prior to the consummation
of such Change in Control (including the Inducement RSUs) will vest in connection with such termination (with any awards that vested
based on the achievement of specified performance objectives vesting based on actual performance through the date of termination, as
determined by the Compensation Committee, or, if not determinable, at target performance), subject to Executive’s execution of
a separation agreement that includes an irrevocable general release of claims in favor of the Company and its affiliates, in a form reasonably
acceptable to the Company, that becomes effective within sixty (60) days following such termination and Executive’s continued compliance
with the Restrictive Covenant Agreement.
Section 5.
Employee Benefits.
During
the Term, Executive shall be entitled to participate in health, insurance, retirement, and other benefits provided generally to similarly
situated executive employees of the Company. Executive shall also be entitled to the same number of holidays, vacation days, and
sick days, as well as any other benefits, in each case as are generally allowed to similarly situated executive employees of the Company
in accordance with the Company policy as in effect from time to time. Executive will also participate in the Company’s Results-Driven
Time-Off Program pursuant to which senior executives of the Company are permitted to schedule and use time off as needed, subject to
business requirements, without any limitation as to the number of days. Nothing contained herein shall be construed to limit the Company’s
ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing Executive notice, and the right
to do so is expressly reserved.
Section 6.
Key-Man Insurance.
At any time during the Term,
the Company shall have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such
terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall have no interest in
any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying
all information required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed
on Executive by any such documents.
Section 7.
Reimbursement of Business Expenses.
During the Term, the Company
shall pay (or promptly reimburse Executive) for documented, out-of-pocket expenses reasonably incurred by Executive in the course of
performing Executive’s duties and responsibilities hereunder, which are consistent with the Company’s policies in effect
from time to time with respect to business expenses, subject to the Company’s requirements with respect to reporting of such expenses.
Section 8.
Termination of Employment.
(a)
General. The Term shall terminate upon the earliest to occur of (i) Executive’s death, (ii) a termination
by reason of a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination by Executive with
or without Good Reason. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by
the Company in writing and agreed upon in writing by Executive, Executive shall be deemed to have resigned from any and all directorships,
committee memberships, and any other positions Executive holds with the Company or any other member of the Company Group and hereby agrees
to execute any documents that the Company (or any member of the Company Group) determines necessary to effectuate such resignations.
Notwithstanding anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any “nonqualified
deferred compensation” (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed
until such time as Executive has also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at
which time such nonqualified deferred compensation (calculated as of the date of Executive’s termination of employment hereunder)
shall be paid (or commence to be paid) to Executive on the schedule set forth in this Section 8 as if Executive had undergone such
termination of employment (under the same circumstances) on the date of Executive’s ultimate “separation from service.”
(b)
Termination Due to Death or Disability. Executive’s employment shall terminate automatically upon Executive’s
death. The Company may terminate Executive’s employment immediately upon the occurrence of a Disability, such termination to be
effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s
employment is terminated due to Executive’s Disability, Executive or Executive’s estate or Executive’s beneficiaries,
as the case may be, shall be entitled to:
(i)
The Accrued Obligations; and
(ii)
Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount
shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that
is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred.
Following
Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 8(b),
Executive shall have no further rights to any compensation or any other benefits under this Agreement.
(c)
Termination by the Company with Cause.
(i)
The Company may terminate Executive’s employment at any time with Cause, effective upon Executive’s receipt of written
notice of such termination; provided, however, that with respect to any Cause termination relying on clause (ii) or (vi)
of the definition of Cause set forth in Section 1(g) hereof, to the extent that such act or acts or failure or failures to act are
curable, Executive shall be given not less than twenty (20) days’ written notice by the Board of the Company’s intention
to terminate Executive with Cause, such notice to state in detail the particular act or acts or failure or failures to act that constitute
the grounds on which the proposed termination with Cause is based, and such termination shall be effective at the expiration of such
twenty (20) day notice period, unless Executive has, in the Board’s reasonable and good faith determination, fully cured such act
or acts or failure or failures to act that give rise to Cause during such period.
(ii)
In the event that the Company terminates Executive’s employment with Cause, Executive shall be entitled only to the Accrued
Obligations. Following such termination of Executive’s employment with Cause, except as set forth in this Section 8(c)(ii),
Executive shall have no further rights to any compensation or any other benefits under this Agreement.
(d)
Termination by the Company without Cause. The Company may terminate Executive’s employment at any time without Cause,
effective upon Executive’s receipt of written notice of such termination. In the event that Executive’s employment is terminated
by the Company without Cause (other than due to death or Disability), Executive shall be entitled to:
(i)
The Accrued Obligations;
(ii)
Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount
shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that
is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred;
(iii)
Continued payment of the Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll
practices;
(iv)
An amount equal to one and a half (1.5) times Executive’s then-Target Annual Bonus, payable in substantially equal installments
on each regularly scheduled payroll date of the Company during the Severance Term;
(v)
If such termination occurs prior to the third (3rd) anniversary of the Start Date, continued vesting in the Inducement
RSUs during the Severance Term without regard to any continued employment requirement (it being understood and agreed that all other
unvested equity awards will be forfeited upon such termination except as provided pursuant to clause (vi) below); and
(vi)
To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s
timely election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll
date of each month of the Severance Term, the Company will pay directly to or on behalf of Executive an amount equal to the “applicable
percentage” of the monthly COBRA premium cost. For purposes hereof, the “applicable percentage” shall
be the percentage of the health care premium costs covered by the Company for active executive officers determined as of the date of
Executive’s termination of employment.
Notwithstanding
the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), (v), and (vi) above shall immediately terminate, and
the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of
the Restrictive Covenant Agreement. Following such termination of Executive’s employment by the Company without Cause, except as
set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other benefits under this
Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without
Cause shall be receipt of the Severance Benefits.
(e)
Termination by Executive with Good Reason. Executive may terminate Executive’s employment with Good Reason by providing
the Company twenty (20) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which
written notice, to be effective, must be provided to the Company within ninety (90) days of the occurrence of such event. During such
twenty (20) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, Executive’s
termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits
as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and
benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good
Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits
under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good
Reason shall be receipt of the Severance Benefits.
(f)
Termination by Executive without Good Reason. Executive may terminate Executive’s employment without Good Reason
by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by Executive
under this Section 8(f), Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive’s
employment under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date
of termination without changing the characterization of such termination as a termination by Executive without Good Reason. Following
such termination of Executive’s employment by Executive without Good Reason, except as set forth in this Section 8(f), Executive
shall have no further rights to any compensation or any other benefits under this Agreement.
(g)
Release. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant
to subsection (b), (d), or (e) of this Section 8 (other than the Accrued Obligations) (collectively, the “Severance
Benefits”) shall be conditioned upon Executive’s execution, delivery to the Company, and non-revocation of the Release
of Claims (and the expiration of any revocation period contained in such Release of Claims) within sixty (60) days following the date
of Executive’s termination of employment hereunder. If Executive fails to execute the Release of Claims in such a timely manner
so as to permit any revocation period to expire prior to the end of such sixty (60) day period, or timely revokes Executive’s acceptance
of such release following its execution, Executive shall not be entitled to any of the Severance Benefits. Further, (i) to the extent
that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of
the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the sixtieth (60th)
day following the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims
as set forth herein, shall not be made until the first regularly scheduled payroll date following such sixtieth (60th) day
and (ii) to the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for
purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur following
the date of Executive’s termination of employment hereunder, but for the condition on executing the Release of Claims as set forth
herein, shall not be made until the first regularly scheduled payroll date following the date the Release of Claims is timely executed
and the applicable revocation period has ended, after which, in each case, any remaining Severance Benefits shall thereafter be provided
to Executive according to the applicable schedule set forth herein. For the avoidance of doubt, in the event of a termination due to
Executive’s death or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied
on Executive’s behalf by Executive’s estate or a person having legal power of attorney over Executive’s affairs.
Section 9.
Restrictive Covenant Agreement.
As
a condition of, and prior to commencement of, Executive’s employment with the Company, Executive shall have executed and delivered
to the Company the Restrictive Covenant Agreement. The parties hereto acknowledge and agree that this Agreement and the Restrictive
Covenant Agreement shall be considered separate contracts, and the Restrictive Covenant Agreement will survive the termination of this
Agreement for any reason.
Section 10.
Representations and Warranties of Executive.
Executive
represents and warrants to the Company that —
(a)
Executive is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the
terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party
or by which Executive may be bound;
(b)
Executive has not (i) violated, and in connection with Executive’s employment with the Company will not violate, any
non-solicitation, non-competition, notice or other similar covenant or agreement (whether written or oral) of a prior employer by which
Executive is or may be bound, or (ii) engaged in any conduct or made any representations that could result in a court of competent
jurisdiction granting a temporary or permanent injunction or restraining order against Executive commencing, or continuing, Executive’s
employment with the Company;
(c)
Executive has not retained, and has returned, all confidential or proprietary information Executive may have obtained in connection
with employment with any prior employer and, in connection with Executive’s employment with the Company (and service to the Company
Group), Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment
with any prior employer;
(d)
Executive (i) is not aware of any reason why Executive’s hiring by, or work for, the Company could cause any damage to the
Company’s reputation, (ii) is not subject to any disciplinary action while employed by (or providing services to) any former employer
(or other entity) that could reasonably be expected to cause any damage to the Company’s reputation, and (iii) is not aware of
any on-going investigation or cause of action by any regulatory, self-regulatory or other governmental authority involving acts or omissions
of Executive or any of Executive’s direct reports at any former employer (or other entity); and
(e)
Executive has not engaged in any illegal conduct (including, without limitation, violations of any regulatory or self-regulatory
agency rules or regulations) during the course of Executive’s employment with (or provision of services to) any former employer
(or other entity).
Executive
acknowledges and agrees that the representations and warranties contained in this Section 10 are fundamental to the Company
agreeing to employ Executive, and that the Company (and/or other members of the Company Group) would reasonably be expected to suffer
grave damage should any of Executive’s representations or warranties herein ever prove to have been inaccurate when made.
Section 11.
Taxes; Modified 280G Cutback.
(a) The
Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment,
and social insurance taxes, as shall be required by law. Executive acknowledges and represents that the Company has not provided any
tax advice to Executive in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from
Executive’s own tax advisors regarding this Agreement and payments that may be made to Executive pursuant to this Agreement, including
specifically, the application of the provisions of Section 409A of the Code to such payments.
(b) Notwithstanding
any other provision of this Agreement to the contrary, in the event that any payment that is either received by Executive or paid by
the Company Group on Executive’s behalf or any property, or any other benefit provided to Executive under this Agreement or under
any other plan, arrangement or agreement with the Company Group or any other person whose payments or benefits are treated as contingent
on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any
person affiliated with the Company or such person (but only if such payment or other benefit is in connection with Executive’s
employment by the Company Group) (collectively the “Company Payments”), will be subject to the tax imposed
by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority), then Executive will be entitled
to receive either (i) the full amount of the Company Payments, or (ii) a portion of the Company Payments having a value equal to $1 less
than three (3) times Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code),
whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed
by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest portion of the Company Payments.
Any determination required under this Section 11(b) shall be made in writing by the independent public accountant of the Company (the
“Accountants”), whose determination shall be conclusive and binding for all purposes upon the Company and Executive.
The Accountants shall conduct (or have conducted), and take into account, a “reasonable compensation” (within the meaning
of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code) analysis of the value of services
provided or to be provided by Executive, including any agreement by Executive (if applicable) to refrain from performing services pursuant
to a covenant not to compete or similar covenant applicable to Executive that may then be in effect (including, without limitation, the
covenants set forth in the Restrictive Covenant Agreement). The Company will pay for the analysis and determination of the application
of Section 280G and 4999 of the Code. If there is a reduction of the Company Payments pursuant to this Section 11(b), such reduction
shall occur in the following order: (A) any cash severance payable by reference to Executive’s Base Salary or Annual Bonus,
(B) any other cash amount payable to Executive, (C) any employee benefit valued as a “parachute payment,” and (D)
acceleration of vesting of any outstanding equity award.
Section 12.
Set Off; Mitigation; Clawback.
(a)
The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be
subject to set-off, counterclaim, or recoupment of amounts owed by Executive to the Company or its affiliates; provided, however,
that to the extent any amount so subject to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off,
counterclaim, or recoupment shall not modify the applicable payment date of any installment, and to the extent an obligation cannot be
satisfied by reduction of a single installment payment, any portion not satisfied shall remain an outstanding obligation of Executive
and shall be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment
schedule.
(b)
Executive shall not be required to mitigate the amount of any payment or benefit provided pursuant to this Agreement by seeking
other employment or otherwise, and the amount of any payment or benefit provided for pursuant to this Agreement shall not be reduced
by any compensation earned as a result of Executive’s other employment or otherwise.
(c)
Any amounts payable pursuant to this Agreement are subject to recoupment in accordance with the Company’s Policy for the
Recovery of Erroneously Awarded Compensation, any other clawback policy adopted by the Company and any compensation recovery policy otherwise
required by applicable law. The Company will make any determinations for clawback or recovery in its sole discretion and in accordance
with any applicable law or regulation.
Section 13.
Additional Section 409A Provisions.
Notwithstanding any provision
in this Agreement to the contrary—
(a)
Notwithstanding anything in this Agreement to the contrary, if any payment or benefit provided to Executive in connection with
a termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A
of the Code and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code,
then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of Executive’s
termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of Executive’s death.
The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive
in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance
with their original schedule.
(b)
Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the
Code.
(c)
To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified
deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the
Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii)
the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount
of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for
reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated
with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject
to a limit related to the period the arrangement is in effect.
(d)
While the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty
taxes under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates be liable for any additional
tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the Code or any damages for failing
to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if
any, under Section 409A of the Code).
Section 14.
Successors and Assigns; No Third-Party Beneficiaries.
(a)
The Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither
this Agreement nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than
another member of the Company Group, or its or their respective successors) without Executive’s prior written consent (which shall
not be unreasonably withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or substantially
all of the assets of the Company or any direct or indirect division or subsidiary thereof to which Executive’s employment primarily
relates, the Company may provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets, it being agreed
that in such circumstances, Executive’s consent will not be required in connection therewith.
(b)
Executive. Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment
or otherwise, without the prior written consent of the Company; provided, however, that if Executive shall die, all amounts
then payable to Executive hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee,
or other designee, or if there be no such designee, to Executive’s estate.
(c)
No Third-Party Beneficiaries. Except as otherwise set forth in Section 8(b) or Section 14(b) hereof, nothing
expressed or referred to in this Agreement will be construed to give any Person other than the Company, the other members of the Company
Group, and Executive any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this
Agreement.
Section 15.
Waiver and Amendments.
Any waiver, alteration, amendment,
or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto;
provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s
behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with
respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as
a continuing waiver.
Section 16.
Severability.
If any covenants or such
other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction,
(a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof
shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision hereof.
Section 17.
Governing Law and Jurisdiction.
EXCEPT
WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND
IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN FLORIDA, WITHOUT REGARD
TO CONFLICT OF LAWS RULES. ALL DISPUTES AND CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE FINALLY SETTLED AND BINDING
UNDER THE RULES OF INTERNATIONAL COMMERCIAL DISPUTE RESOLUTION OF THE AMERICAN ARBITRATION ASSOCIATION. THE PLACE OF ARBITRATION SHALL
BE MIAMI, FLORIDA. ANY SUCH ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR APPOINTED IN ACCORDANCE WITH ICDR RULES. ANY AWARD,
VERDICT OR SETTLEMENT ISSUED UNDER SUCH ARBITRATION MAY BE ENTERED BY ANY PARTY FOR ORDER OF ENFORCEMENT BY ANY COURT OF COMPETENT JURISDICTION.
THE ARBITRATOR SHALL HAVE THE POWER TO TAKE INTERIM MEASURES HE OR SHE DEEMS NECESSARY, INCLUDING INJUNCTIVE RELIEF AND MEASURES FOR
THE PROTECTION OR CONSERVATION OR PROPERTY.
Section 18.
Notices.
(a)
Place of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed
to or delivered to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice
mailed or delivered to the other party as herein provided; provided, that unless and until some other address be so designated,
all notices and communications by Executive to the Company shall be mailed or delivered to the Company at its principal executive office,
and all notices and communications by the Company to Executive may be given to Executive personally or may be mailed to Executive at
Executive’s last known address, as reflected in the Company’s records.
(b)
Date of Delivery. Any notice so addressed shall be deemed to be given or received (i) if delivered by hand, on the
date of such delivery, (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing,
and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.
Section 19.
Section Headings.
The headings of the sections
and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the
meaning or interpretation of this Agreement or of any term or provision hereof.
Section 20.
Entire Agreement.
This Agreement, together
with any exhibits attached hereto, constitutes the entire understanding and agreement of the parties hereto regarding the employment
of Executive. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings, and agreements
between the parties relating to the subject matter of this Agreement.
Section 21.
Survival of Operative Sections.
Upon
any termination of Executive’s employment, the provisions of Section 8 through Section 23 of this Agreement (together
with any related definitions set forth in Section 1 hereof) shall survive to the extent necessary to give effect to the provisions
thereof.
Section 22.
Counterparts.
This Agreement may be executed
in two (2) or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the
same instrument. The execution of this Agreement may be by actual signature or by signature delivered by facsimile or by e-mail as a
portable document format (.pdf) file or image file attachment.
Section 23.
Pre-Employment Requirements.
Executive’s
right, and the Company’s obligations pursuant to this Agreement, are both contingent upon the successful completion of Executive’s
background investigation (as determined by the Company in good faith) and pre-employment drug testing, in each case, prior to the Start
Date. By signing this Agreement, Executive hereby consents to the Company starting Executive’s background investigation (including
engaging outside advisors to assist with such investigation). In the event that Executive fails to successfully complete the applicable
background investigation and pre-employment drug screening, this Agreement, together with all exhibits attached hereto (including the
RCA) shall be void ab initio.
* * *
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first above written.
| |
ADAPTHEALTH CORP. |
| |
|
| |
By: |
/s/ Suzanne Foster |
| |
Name: Suzanne Foster |
| |
Title: Chief Executive Officer |
| |
|
| |
EXECUTIVE |
| |
|
| |
/s/ Toby
Scott Barnhart |
| |
Toby Scott Barnhart |
[Signature Page to S. Barnhart Employment Agreement]
Exhibit A
RESTRICTIVE COVENANT AGREEMENT
As a condition of my becoming
employed by AdaptHealth Corp., a Delaware corporation (the “Company”), and in consideration of my employment
with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following:
Section 1.
Confidential Information.
a)
Company Group Information. I acknowledge that, during the period of my employment with the Company and its direct and indirect
parents, subsidiaries and affiliates (collectively, the “Company Group”) I will have access to information
about the Company Group and that my employment with the Company Group shall bring me into close contact with confidential and proprietary
information of the Company Group. In recognition of the foregoing, I agree, at all times during the period of my employment with the
Company Group (the “Employment Period”) and thereafter, to hold in confidence, and not to use, except for the
benefit of the Company Group, or to disclose to any Person (as defined in Section 6(c)(vi) below) without prior written authorization
of the Company, any Confidential Information that I obtain or create. I further agree not to make copies of such Confidential Information
except as authorized by the Company. I understand that “Confidential Information” means information that the
Company Group has developed, acquired, created, compiled, discovered, or owned or will develop, acquire, create, compile, discover, or
own, that has value in or to the business of the Company Group. I understand that Confidential Information includes, but is not limited
to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of
the Company Group, or to the Company Group’s technical data, trade secrets, or know-how, including, but not limited to, research,
product plans, or other information regarding the Company Group’s products or services and markets, customer lists, and customers
(including, but not limited to, customers of the Company Group on whom I called or with whom I may become acquainted during the Employment
Period), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration
information, marketing, finances, and other business information disclosed by the Company Group either directly or indirectly in writing,
orally, or by drawings or inspection of premises, parts, equipment, or other Company Group property. Notwithstanding the foregoing, Confidential
Information shall not include (i) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure
by me or others who were under confidentiality obligations as to the item or items involved or (ii) any information that I am required
to disclose to, or by, any governmental or judicial authority, or pursuant to compulsory legal process; provided, however,
that in such event, whenever legally permissible I will give the Company prompt written notice thereof so that the Company Group may
seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Restrictive Covenant
Agreement (this “Agreement”).
b)
Former Employer Information. I represent that my performance of all of the terms of this Agreement as an employee of the
Company Group has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired
by me in confidence or trust prior or subsequent to the commencement of my employment with the Company Group, and I will not disclose
to any member of the Company Group, or induce any member of the Company Group to use, any developments, or confidential or proprietary
information or material I may have obtained in connection with employment with any prior employer in violation of a confidentiality agreement,
nondisclosure agreement, or similar agreement with such prior employer. During the Employment Period, I will not improperly make use
of, or disclose, any developments, or confidential or proprietary information or material of any prior employer or other third party,
nor will I bring onto the premises of the Company Group or use any unpublished documents or any property belonging to any prior employer
or other third party, in violation of any lawful agreements with that prior employer or third party. I will use in the performance of
my duties only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge
in the industry or otherwise legally in the public domain, or is otherwise provided or developed by the Company Group.
c)
Third Party Information. I understand that the Company Group has received and in the future may receive from third parties
confidential or proprietary information (“Third Party Information”) subject to a duty on the Company Group’s
part to maintain the confidentiality of such information and to use it only for certain limited purposes. In recognition of the foregoing,
I agree, at all times during the Employment Period and thereafter, to hold in confidence and will not disclose to anyone (other than
Company Group personnel who need to know such information in connection with their work for the Company Group), and not to use, except
for the benefit of the Company Group, Third Party Information without the express prior written consent of an officer of the Company
and otherwise treat Third Party Information as Confidential Information.
d)
Whistleblower; Defend Trade Secrets Act Disclosure.
i.
In addition, I understand that nothing in this Agreement shall be construed to prohibit me from (A) filing a charge or complaint
with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation to any federal,
state or local government agency, (B) truthfully responding to or complying with a subpoena, court order, or other legal process, or
(C) exercising any rights I may have under applicable labor laws to engage in concerted activity with other employees.
ii.
Under the U.S. Defend Trade Secrets Act of 2016, 18 U.S.C. § 1833(b) (the “Act”), persons who disclose
trade secrets in connection with lawsuits or other proceedings under seal (including lawsuits alleging retaliation), or in confidence
to a federal, state or local government official, or attorney, solely for the purpose of reporting or investigating a suspected violation
of law, enjoy immunity from civil and criminal liability under state and federal trade secrets laws for such disclosure. I acknowledge
that I have hereby received adequate notice of this immunity, such that the Company is entitled to all remedies available for violations
of the Act, including exemplary damages and attorney fees. Nothing in this Agreement is intended to conflict with the Act or create
liability for disclosures of trade secrets that are expressly allowed by the Act.
iii.
Notice. “An individual shall not be held criminally or civilly liable under any Federal or state trade secret law for
the disclosure of a trade secret that is made in confidence to a Federal, state, or local government official or to an attorney solely
for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable
under any Federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed
in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer
for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information
in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade
secret, except pursuant to court order.”
Section 2.
Inventions.
a)
No Prior Developments. By signing below, I represent that there are no developments, inventions, concepts, know-how, original
works of authorship, improvements, trade secrets, methodology, algorithms, software, processes, formulas, designs, drawings and other
technological advancements and implementations that I can demonstrate were created or owned by me prior to the commencement of the Employment
Period, which belong solely to me or belong to me jointly with another, that relate in any way to any of the actual or proposed businesses,
products, or research and development of any member of the Company Group and which are not assigned to the Company hereunder.
b)
Assignment of Inventions. Without additional compensation, I agree to assign, and hereby do assign, to the Company all
rights, title and interest throughout the world in and to all Inventions (as defined below) which I may solely or jointly conceive, create,
invent, develop, modify, compile or reduce to practice, at any time during any period during which I perform or performed services for
the Company Group both before or after the date hereof (the “Assignment Period”), whether as an officer, employee,
director, independent contractor, consultant, or agent, or in any other capacity, whether or not during regular working hours, provided
they either (i) relate at the time of conception, development or reduction to practice to the business of any member of the Company
Group, or the actual or anticipated research or development of any member of the Company Group; (ii) result from or relate to any
work performed for any member of the Company Group; or (iii) are developed through the use of equipment, supplies, or facilities
of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any member of the Company Group
(collectively referred to as “Company IP Rights”). I understand that “Inventions” means inventions,
concepts, know-how, developments, original works of authorship, improvements, trade secrets, methodology, algorithms, software, processes,
formulas, designs, drawings and other technological advancements and implementations. I agree that I will promptly make full written
disclosure to the Company of any Company IP Rights I participate in conceiving, creating, inventing, developing, modifying, compiling
or reducing to practice during the Assignment Period. I further acknowledge that, to the greatest extent permitted by applicable law,
all Company IP Rights made by me (solely or jointly with others) within the scope of and during the Assignment Period are “works
made for hire” for which I am, in part, compensated by my salary, unless regulated otherwise by law. If any Company IP Rights cannot
be assigned, I hereby grant to the Company Group an exclusive, assignable, irrevocable, perpetual, worldwide, sublicenseable (through
one or multiple tiers), royalty-free, unlimited license to use, make, modify, sell, offer for sale, reproduce, distribute, create derivative
works of, publicly perform, publicly display and digitally perform and display such work in any media now known or hereafter known. Outside
the scope of my service, whether during or after the Employment Period, I agree not to (i) modify, adapt, alter, translate, or create
derivative works from any such work of authorship or (ii) merge any such work of authorship with other Company IP Rights. To the
extent rights related to paternity, integrity, disclosure and withdrawal (collectively, “Moral Rights”) may
not be assignable under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights
exist, I hereby irrevocably waive such Moral Rights and consent to any action of the Company Group that would violate such Moral Rights
in the absence of such consent.
c)
Maintenance of Records. I agree to keep and maintain adequate and current written records of all Company IP Rights made
by me (solely or jointly with others) during the Assignment Period. The records may be in the form of notes, sketches, drawings, flow
charts, electronic data or recordings, and any other format. The records will be available to and remain the sole property of the Company
Group at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted by Company
Group policy, which may, from time to time, be revised at the sole election of the Company Group for the purpose of furthering the business
of the Company Group.
d)
Intellectual Property Rights. I hereby agree to assist the Company, or its designee, at the Company’s expense, in
every way to secure the rights of the Company Group in the Company IP Rights and any copyrights, patents, trademarks, service marks,
database rights, domain names, mask work rights, moral rights, and other intellectual property rights relating thereto in any and all
countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications,
specifications, oaths, assignments, recordations, and all other instruments that the Company shall deem necessary in order to apply for,
obtain, maintain, and transfer such rights and in order to assign and convey to the Company Group the sole and exclusive right, title,
and interest in and to such Company IP Rights, and any intellectual property and other proprietary rights relating thereto. I further
agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue
after the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world;
provided, however, that the Company shall reimburse me for my reasonable expenses incurred in connection with carrying
out the foregoing obligation. If the Company is unable because of my mental or physical incapacity or unavailability for any other reason
to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations
covering Company IP Rights or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and in my behalf and stead
to execute and file any such applications or records and to do all other lawfully permitted acts to further the application for, prosecution,
issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally
executed by me. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, that I now or hereafter
have for past, present, or future infringement of any and all proprietary rights assigned to the Company.
e)
State Non-assignable Invention Exemptions. Solely to the extent that I (i) was or am an employee of the Company and
(ii) was or am based in California, Illinois, Kansas, Minnesota, Washington or any other state that has enacted laws concerning
employee non-assignability of inventions or otherwise entitled to the benefits of the state statutes of California, Illinois, Kansas,
Minnesota, Washington or any other state that has enacted laws concerning employee non-assignability of inventions, during the Employment
Period, then, to the extent the assignment of Company IP Rights to the Company in this Section 2 can be construed to cover inventions
excluded under the appropriate state statutes (including, but not limited to, California Labor Code Sec. 2870, Illinois Employee Patent
Act, 765 ILCS 1060, Kansas Statute K.S.A. § 44-130, Minn. Stat. § 181.78, and Sec. 2, Revised Code of Washington
Section 49.44.140(1), the full terms of each are incorporated herein by reference), this Section 2 shall not apply to such
inventions.
Section 3.
Returning Company Group Documents.
I agree that, at the time
of termination of my employment with the Company Group for any reason, I will deliver to the Company (and will not keep in my possession,
recreate, or deliver to anyone else) any and all Confidential Information, Third Party Information and all other documents, materials,
information, and property developed by me pursuant to my employment or otherwise belonging to the Company Group and, if so requested,
will certify in writing that I have fully complied with the foregoing obligation. I agree further that I will not copy, delete, or alter
any information contained upon my Company Group computer or Company Group equipment before I return it to the Company. In addition, if
I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company Group information,
including but not limited to, Confidential Information, I agree to provide the Company with a computer-useable copy of all such Company
Group information and then permanently delete and expunge such Company information from those systems; and I agree to provide the Company
access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I agree further that any
property situated on the Company Group’s premises and owned by the Company (or any other member of the Company Group), including
disks and other storage media, filing cabinets, and other work areas, is subject to inspection by personnel of any member of the Company
Group at any time with or without notice.
Section 4.
Disclosure of Agreement.
As long as it remains in
effect, I will disclose the existence of this Agreement to any prospective employer, partner, co-venturer, investor, or lender prior
to entering into an employment, partnership, or other business relationship with such person or entity. I also consent to the notification
of my prospective employer, partner, co-venturer, investor, or lender of my rights and obligations under this Agreement, by the Company
providing a copy of this Agreement or otherwise.
Section 5.
Publicity.
I hereby consent to any and
all uses and displays by the Company Group of my name, voice, likeness, image, appearance and biographical information (my “Likeness”)
in or in connection with any printed, electronic or digital materials, including, without limitation, any pictures, audio or video recordings,
digital images, websites, television programs, advertising, sales or marketing brochures, printed materials and computer media, throughout
the world and at any time during the Employment Period for all legitimate business purposes of the Company Group (the “Permitted
Use”) (and for a reasonable period (not to exceed ninety (90) days following the Employment Period) as may be necessary
for the Company Group to produce reasonably acceptable replacement materials that do not contain my Likeness (such reasonable period
being the “Transition Period”)). I hereby forever release the Company Group and each of their respective current
or former directors, officers, employees, shareholders, representatives and agents from any and all claims, actions, damages, losses,
costs, expenses and liability of any kind arising under any legal or equitable theory whatsoever at any time during the Employment Period
and the Transition Period in connection with any Permitted Use. For the avoidance of doubt, the Company Group shall not use my Likeness
in or in connection with any printed, electronic or digital materials provided to unaffiliated third-parties following the end of the
Transition Period without my written consent or as may be required by applicable law.
Section 6.
Restrictive Covenants.
a)
Non-Competition. During the Non-Compete Period, I shall not, directly or indirectly, individually or on behalf of any person,
company, enterprise, or entity, or as a sole proprietor, partner, shareholder, director, officer, principal, agent, employee or executive,
or in any other capacity or relationship, engage in any Competitive Activities, within the United States or any other jurisdiction in
which the Company Group is actively engaged in business.
b)
Non-Interference. During the Non-Interference Period, I shall not, directly or indirectly for my own account or for the
account of any other individual or entity, engage in Interfering Activities.
c)
Definitions. For purposes of this Agreement:
(i)
“Business Relation” shall mean any current or prospective client, customer, licensee, or other business
relation of the Company Group, or any such relation that was a client, customer, licensee, supplier, or other business relation within
the twelve (12) month period prior to the termination of the Employment Period, in each case, to whom I provided services, or with whom
I transacted business, or whose identity became known to me in connection with my relationship with or employment by the Company.
(ii)
“Competitive Activities” shall mean the business of owning and operating a durable medical equipment
business and any other business activity that is competitive with the then-current or demonstrably planned business activities of the
Company Group.
(iii)
“Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting
to encourage, solicit, or induce, any Person employed by, or providing consulting services to, any member of the Company Group and who
is or is likely to be in possession of Confidential Information to terminate such Person’s employment or services (or in the case
of a consultant, materially reducing such services) with the Company Group; (B) hiring any individual who was employed by the Company
Group within the six (6) month period prior to the date of such hiring; or (C) encouraging, soliciting, or inducing, or in any manner
attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted
with any member of the Company Group, or in any way interfering with the relationship between any such Business Relation and any member
of the Company Group.
(iv)
“Non-Compete Period” shall mean the period commencing on the date hereof and ending on the eighteen
(18) month anniversary of the date on which the Employment Period terminates.
(v)
“Non-Interference Period” shall mean the period commencing on the date hereof and ending on the twenty-four
(24) month anniversary of the date on which the Employment Period terminates.
(vi)
“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.
d)
Non-Disparagement. I agree that during the Employment Period, and at all times thereafter, I will not make any disparaging
or defamatory comments regarding any member of the Company Group or its respective current or former directors, officers, employees or
shareholders in any respect or make any comments concerning any aspect of my relationship with any member of the Company Group or any
conduct or events which precipitated any termination of my employment from the Company Group. However, my obligations under this subsection
(d) shall not apply to disclosures required by applicable law, regulation, or order of a court or governmental agency. Further, nothing
in this Agreement prohibits me from speaking with law enforcement, the Equal Employment Opportunity Commission, any state or local division
of human rights or fair employment agency, or my attorney. Further, nothing in this Agreement shall prevent me from having good faith,
candid business conversations within the Company regarding any aspect of the Company’s business, operations, performance, or personnel
during the Employment Period.
Section 7.
Reasonableness of Restrictions.
I acknowledge and recognize
the highly competitive nature of the Company Group’s business, that access to Confidential Information renders me special and unique
within the Company Group’s industry, and that I will have the opportunity to develop substantial relationships with existing and
prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the
course of and as a result of my employment with the Company Group. In light of the foregoing, I recognize and acknowledge that the restrictions
and limitations set forth in this Agreement are reasonable and valid in geographical and temporal scope and in all other respects and
are essential to protect the value of the business and assets of the Company Group. I acknowledge further that the restrictions and limitations
set forth in this Agreement will not materially interfere with my ability to earn a living following the termination of the Employment
Period and that my ability to earn a livelihood without violating such restrictions is a material condition to my employment with the
Company Group.
Section 8.
Independence; Severability; Blue Pencil.
Each of the rights enumerated
in this Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available
to the Company Group at law or in equity. If any of the provisions of this Agreement or any part of any of them is hereafter construed
or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Agreement, which shall be given full effect
without regard to the invalid portions. If any of the covenants contained herein are held to be invalid or unenforceable because of the
duration of such provisions or the area or scope covered thereby, I agree that the court making such determination shall have the power
to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible
by law, and in its reduced form said provision shall then be enforceable.
Section 9.
Injunctive Relief.
I
expressly acknowledge that, because my services are personal and unique and because I will have access to Confidential Information, any
breach or threatened breach of any of the terms and/or conditions set forth in this Agreement may result in substantial, continuing,
and irreparable injury to the members of the Company Group for which monetary damages would not be an adequate remedy. Therefore, I hereby
agree that, in addition to any other right or remedy that may be available to the Company in law or in equity, any member of the Company
Group shall be entitled to injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction
in the event of any breach or threatened breach of the terms of this Agreement without the necessity of proving irreparable harm or injury
as a result of such breach or threatened breach or posting a bond and without liability should relief be denied, modified or vacated.
Notwithstanding any other provision to the contrary, I acknowledge and agree that the Non-Compete Period and the Non-Interference Period
shall be tolled during any period of violation of any of the covenants in Section 6 hereof and during any other period required
for litigation during which the Company or any other member of the Company Group seeks to enforce such covenants against me if it is
ultimately determined that I was in breach of such covenants. For the avoidance of doubt, nothing in this Section 9 shall be construed
as a waiver by me of any defense available to me under applicable law with respect to the enforcement of this Agreement.
Section 10.
Cooperation.
I agree that, following any
termination of my employment, I will continue to provide reasonable cooperation to the Company and/or any other member of the Company
Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to
any matter that occurred during the Employment Period in which I was involved or of which I have knowledge. As a condition of such cooperation,
the Company shall reimburse me for reasonable out-of-pocket expenses incurred at the request of the Company with respect to my compliance
with this Section. I also agree that, in the event that I am subpoenaed by any person or entity (including, but not limited to, any government
agency) to give testimony or provide documents (in a deposition, court proceeding, or otherwise) that in any way relates to my employment
by the Company and/or any other member of the Company Group that if legally permissible, I will give prompt notice of such request to
the Company and will make no disclosure until the Company and/or the other member of the Company Group has had a reasonable opportunity
to contest the right of the requesting person or entity to such disclosure.
Section 11.
General Provisions.
a)
Governing Law and Jurisdiction. EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND
PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS RULES. FURTHER, I HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION
OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF FLORIDA, AND WAIVE ANY RIGHT TO TRIAL BY JURY, IN CONNECTION WITH ANY DISPUTE
ARISING UNDER OR CONCERNING THIS AGREEMENT.
b)
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating
to the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver
of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes
in my duties, obligations, rights, or compensation will not affect the validity or scope of this Agreement.
c)
No Right of Continued Employment. I acknowledge and agree that nothing contained herein shall be construed as granting
me any right to continued employment by the Company Group, and the right of the applicable member of the Company Group to terminate my
employment at any time and for any reason, with or without cause, is specifically reserved.
d)
Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives
and will be for the benefit of the Company, its successors, and its assigns. I expressly acknowledge and agree that this Agreement may
be assigned by the Company without my consent to any other member of the Company Group as well as any purchaser of all or substantially
all of the assets or stock of the Company or of any business or division of the Company for which I provide services, whether by purchase,
merger, or other similar corporate transaction.
e)
Survival. The provisions of this Agreement shall survive the termination of my employment with the Company and/or the assignment
of this Agreement by the Company to any successor in interest or other assignee.
* * *
[Signature to appear on the following page.]
I,
Toby Scott Barnhart, have executed this Restrictive Covenant Agreement on the date set forth below:
Date:
August 1, 2024
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(Signature) |
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Toby Scott Barnhart |
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[Signature Page to S.
Barnhart Restrictive Covenant Agreement]
SCHEDULE A
Restrictive
Covenant Agreement
Invention assignment
notice
I am hereby notified that
the Restrictive Covenant Agreement, dated as of August 1, 2024, to which this Schedule A is attached, does not apply to any invention
which qualifies fully for exclusion under the provisions of California Labor Code Sec. 2870, Illinois Employee Patent Act, 765 ILCS 1060,
Sec. 2, Kansas Statute K.S.A. §44-130, Minn. Stat. §181.78, Revised Code of Washington Section 49.44.140(1) or any other state
statute not listed below concerning employee non-assignability of inventions. The following is the text of each of the aforementioned
statutes.
CALIFORNIA LABOR CODE SECTION
2870
(a) Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without
using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate
at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated
research or development of the employer; or
(2) Result
from any work performed by the employee for the employer.
(b) To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
ILLINOIS EMPLOYEE PATENT
ACT, 765 ILLINOIS COMPILED STATUTES 1060
Employee
rights to inventions - conditions. (1) A provision in an employment agreement which provides that an employee shall assign
or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment,
supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own
time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated
research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports
to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable.
The employee shall bear the burden of proof in establishing that the employee’s invention qualifies under this subsection.
(2) An employer shall not
require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment.
This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed
an employment agreement.
(3) If an employment agreement
entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee’s rights in any invention
to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement
does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which
was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii)
to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed
by the employee for the employer.
KANSAS STATUTE K.S.A. SECTION
44-130
Employment
agreements assigning employee rights in inventions to employer; restrictions; certain provisions void; notice and disclosure.
(a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s
rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facilities or trade secret information
of the employer was used and which was developed entirely on the employee’s own time, unless:
(1) The
invention relates to the business of the employer or to the employer’s actual or demonstrably anticipated research or development;
or
(2) The
invention results from any work performed by the employee for the employer.
(b) Any
provision in an employment agreement which purports to apply to an invention which it is prohibited from applying to under subsection
(a), is to that extent against the public policy of this state and is to that extent void and unenforceable. No employer shall require
a provision made void and unenforceable by this section as a condition of employment or continuing employment.
(c) If
an employment agreement contains a provision requiring the employee to assign any of the employee’s rights in any invention to
the employer, the employer shall provide, at the time the agreement is made, a written notification to the employee that the agreement
does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which
was developed entirely on the employee’s own time, unless:
(1) the
invention relates directly to the business of the employer or to the employer’s actual or demonstrably anticipated research or
development; or
(2) the invention results
from any work performed by the employee for the employer.
(d) Even
though the employee meets the burden of proving the conditions specified in this section, the employee shall disclose, at the time of
employment or thereafter, all inventions being developed by the employee, for the purpose of determining employer and employee rights
in an invention.
MINNESOTA STATUTES SECTION
181.78
Subdivision
1. Inventions not related to employment. Any provision in an employment agreement which provides that an employee shall assign
or offer to assign any of the employee’s rights in an invention to the employer shall not apply to an invention for which no equipment,
supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own
time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer’s actual or demonstrably
anticipated research or development, or (2) which does not result from any work performed by the employee for the employer. Any provision
which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and
unenforceable.
Subdivision.
2.Effect of subdivision 1. No employer shall require a provision made void and unenforceable by subdivision 1 as a condition
of employment or continuing employment.
Subdivision.
3.Notice to employee. If an employment agreement entered into after August 1, 1977 contains a provision requiring the employee
to assign or offer to assign any of the employee’s rights in any invention to an employer, the employer must also, at the time
the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no
equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s
own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer’s actual or demonstrably
anticipated research or development, or (2) which does not result from any work performed by the employee for the employer.
REVISED CODE OF WASHINGTON
SECTION 49.44.140
(1) A provision in an employment
agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer
does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and
which was developed entirely on the employee’s own time, unless (a) the invention relates (i) directly to the business of the employer,
or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work
performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the
public policy of this state and is to that extent void and unenforceable.
(2) An employer shall not
require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.
(3) If an employment agreement
entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee’s rights in any
invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee
that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer
was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) directly to the business
of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results
from any work performed by the employee for the employer.
REVISED CODE OF WASHINGTON
SECTION 49.44.150
Even though the employee
meets the burden of proving the conditions specified in Revised Code of Washington 49.44.110, the employee shall, at the time of employment
or thereafter, disclose all inventions being developed by the employee, for the purpose of determining employer or employee rights. The
employer or the employee may disclose such inventions to the department of employment security, and the department shall maintain a record
of such disclosures for a minimum period of five years.
Exhibit B
RELEASE OF CLAIMS
As used in this Release of
Claims (this “Release”), the term “claims” will include all claims, covenants, warranties,
promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and
liabilities, of whatsoever kind or nature, in law, in equity, or otherwise.
For
and in consideration of the Severance Benefits (as defined in my Employment Agreement, dated August 1, 2024, with AdaptHealth
Corp. (such corporation, the “Company” and such agreement, my “Employment Agreement”)),
and other good and valuable consideration, I, Toby Scott Barnhart, for and on behalf of myself and my heirs, administrators, executors,
and assigns, effective as of the date on which this release becomes effective pursuant to its terms, do fully and forever release, remise,
and discharge each of the Company, and each of its direct and indirect subsidiaries and affiliates, and their respective successors and
assigns, together with their respective current and former officers, directors, partners, members, shareholders (including any management
company of a member or shareholder), employees, and agents (collectively, the “Group”), from any and all
claims whatsoever up to the date hereof that I had, may have had, or now have against the Group, whether known or unknown, for or by
reason of any matter, cause, or thing whatsoever, including any claim arising out of or attributable to my employment or the termination
of my employment with the Company, whether for tort, breach of express or implied contract, intentional infliction of emotional distress,
wrongful termination, unjust dismissal, violation of public policy, defamation, libel, or slander, or under any federal, state, or local
law dealing with discrimination, harassment or retaliation, and any other purported restriction on an employer’s right to terminate
the employment of employees. The release of claims in this Release includes, but is not limited to, all claims arising under the Age
Discrimination in Employment Act of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, the Americans
with Disabilities Act of 1990, the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining
Notification Act of 1988, the Equal Pay Act of 1963 and the Employee Retirement Income Security Act (excluding claims for accrued, vested
benefits under an employee pension or other retirement plan of the Company), each as may be amended from time to time, and all other
federal, state, and local laws and the common law or constitution of any jurisdiction. The release contained herein is intended to be
a general release of any and all claims to the fullest extent permissible by law and for the provisions regarding the release of claims
against the Group to be construed as broadly as possible, and hereby incorporate in this release similar federal, state or other laws,
all of which I also hereby expressly waive.
I
acknowledge and agree that as of the date I execute this Release, I have [no knowledge of][have reported to the Company’s
General Counsel in writing] any facts or circumstances that give rise or could give rise to any claims by me under any of the laws listed
in the preceding paragraph.
By executing this Release,
I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute that, among
other things, prohibits discrimination on the basis of age in employment and employee benefit plans.
Notwithstanding
any provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights
under Section 8 of my Employment Agreement, (ii) any claims that cannot be waived by law, or (iii) my right of
indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing
such coverage, as any of such may be amended from time to time.
I expressly acknowledge and
agree that I –
§
Am able to read the language, and understand the meaning and effect, of this Release;
§
Have no physical or mental impairment of any kind that has interfered with my ability to read and understand the meaning of this
Release or its terms, and that I am not acting under the influence of any medication, drug, or chemical of any type in entering into
this Release;
§
Am specifically agreeing to the terms of the release contained in this Release because the Company has agreed to pay me the Severance
Benefits in consideration for my agreement to accept it in full settlement of all possible claims I might have or ever have had against
any member of Group, and because of my execution of this Release;
§
Acknowledge that, but for my execution of this Release, I would not be entitled to the Severance Benefits;
§
Understand that, by entering into this Release, I do not waive rights or claims under ADEA that may arise after the date I execute
this Release;
§
Had or could have had [twenty-one (21)][forty-five (45)]1
calendar days from the date of my termination of employment (the “Release Expiration Date”)
in which to review and consider this Release, and that if I execute this Release prior to the Release Expiration Date, I have voluntarily
and knowingly waived the remainder of the review period;
§
Have not relied upon any representation or statement not set forth in this Release or my Employment Agreement made by the Company
or any of its representatives;
§
Was advised to consult with my attorney regarding the terms and effect of this Release; and
§
Have signed this Release knowingly and voluntarily.
| 1 | To
be selected based on whether applicable termination was “in connection with an exit
incentive or other employment termination program” (as such phrase is defined in the
Age Discrimination in Employment Act of 1967). |
I represent and warrant that
I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit against
any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I have filed
or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed with prejudice
and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the
attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit.
Notwithstanding any provision
of this Release to the contrary, nothing herein or in any Company policy or agreement prevents me, without notifying the Company, from
(i) speaking with law enforcement, my attorney, the U.S. Equal Employment Opportunity Commission, or any state or local division of human
rights or fair employment agency; (ii) filing a charge or complaint with, participating in an investigation or proceeding conducted by,
or reporting possible violations of law or regulation to any government agency; (iii) participating in a whistleblower program administered
by the U.S. Securities and Exchange Commission or any other government agency; (iv) exercising any rights I may have under the National
Labor Relations Act or other labor laws to engage in protected concerted activity; or (v) filing or disclosing any facts necessary to
receive unemployment insurance, Medicaid, or other public benefits to which I may be entitled; provided, however, that
I agree to forgo any monetary benefit from the filing of a charge or complaint with a government agency except pursuant to a whistleblower
program or where my right to receive such a monetary benefit is otherwise not waivable by law.
I hereby agree to waive any
and all claims to re-employment with the Company or any other member of the Group and affirmatively agree not to seek further employment
with the Company or any other member of the Group.
Notwithstanding
anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period
of seven (7) calendar days immediately following the date of its execution by me (the “Revocation Period”),
during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing,
delivered to the Company at its principal executive office, marked for the attention of its General Counsel. To be effective,
such revocation must be received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following
the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth
(8th) calendar day following the date on which this Release is executed shall be its effective date. I acknowledge and agree
that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company
nor any other member of the Group will have any obligations to pay me the Severance Benefits.
The
provisions of this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If
any provision of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision
shall be of no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not
impair the enforceability of any other provision of this Release. I acknowledge and agree that each member of the Group shall
be a third-party beneficiary to the releases set forth in this Release, with full rights to enforce this Release and the matters documented
herein.
EXCEPT
AS WHERE PREEMPTED BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS RELEASE IS GOVERNED BY
AND IS TO BE CONSTRUED UNDER THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN FLORIDA, WITHOUT REGARD
TO CONFLICT OF LAWS RULES. ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS RELEASE OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT
EXCLUSIVELY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF FLORIDA, TO THE EXTENT FEDERAL JURISDICTION EXISTS, AND IN ANY COURT
SITTING IN FLORIDA, BUT ONLY IN THE EVENT FEDERAL JURISDICTION DOES NOT EXIST, AND ANY APPLICABLE APPELLATE COURTS. BY EXECUTION OF THIS
RELEASE, I CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT
WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. FURTHER, I HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.
Capitalized terms used, but
not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement.
* * *
I,
Toby Scott Barnhart, have executed this Release of Claims on the respective date set forth below:
| | Toby Scott Barnhart |
| | | |
| Date: | [To Be Executed Following
Termination of Employment] |
Exhibit 10.2
Execution Version
TRANSITION, SEPARATION AND RELEASE AGREEMENT
This Transition, Separation
and Release Agreement (this “Agreement”), delivered on August 15, 2024 (the “Offer Date”),
confirms the following understandings and agreements between AdaptHealth Corp. (the “Company”) and Shaw
Rietkerk (hereinafter referred to as “you” or “your”).
WHEREAS, the parties entered
into that certain Offer Letter, dated August 3, 2020 (as amended on September 22, 2023 and December 18, 2023, the “Offer
Letter”), pursuant to which you currently serve as the Chief Operating Officer (“COO”) of the
Company and its direct and indirect subsidiaries and affiliates (collectively, with the Company, the “Company Group”);
WHEREAS, you agree to resign
from your role as COO, effective on the date determined by the Company which shall occur on or prior to September 30, 2024 (the effective
date of such resignation being, the “Transition Date”), but remain employed by the Company in the new role of
Chief Business Officer (“CBO”) commencing on the Transition Date until your separation date, effective as of
the close of business on March 31, 2025 (the “Scheduled Separation Date”), or such earlier date as contemplated
by this Agreement (the date on which your employment terminates, whether on the Scheduled Separation Date or earlier, is referred to herein
as the “Separation Date”); and
WHEREAS, the parties agree
that, on your Separation Date, subject to the conditions set forth in Section 2(d) of this Agreement, the circumstances of your termination
of employment with the Company will be deemed a termination by the Company without “Cause” for purposes of any outstanding
equity awards granted pursuant to the AdaptHealth Corp. Second Amended and Restated 2019 Stock Incentive Plan or any predecessor thereto
(the “Plan”).
NOW, THEREFORE, in consideration
of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are mutually acknowledged, you and the Company hereby agree as follows:
1. Opportunity for Review; Acceptance.
(a) You
have until September 5, 2024 (the “Review Period”), to review and consider this Agreement. To accept this
Agreement, and the terms and conditions contained herein, prior to the expiration of the Review Period, you must execute and date this
Agreement where indicated below and return the executed copy of this Agreement to Jonathan Bush, General Counsel (the “Company
Representative”) by email at jonathan.bush@adapthealth.com. You acknowledge that, to the extent that there are changes
made to the terms of this Agreement, whether they are material or immaterial, the Review Period will not recommence.
(b) Notwithstanding
anything contained herein to the contrary, this Agreement will not become effective or enforceable for a period of seven (7) calendar
days following the date of your execution of this Agreement (the “Revocation Period”), during which time
you may revoke your acceptance of this Agreement by notifying the Company Representative, in writing, as specified above. To be effective,
such revocation must be received by the Company Representative no later than 5:00 p.m. Eastern Time on the seventh (7th) calendar
day following your execution of this Agreement. Provided that this Agreement is executed during the Review Period and you do not revoke
it during the Revocation Period, the eighth (8th) day following the date on which this Agreement is executed and delivered
to the Company Representative shall be its effective date (the “Effective Date”). If you fail to execute
and deliver this Agreement prior to the expiration of the Review Period, you revoke this Agreement during the Revocation Period, you
fail to timely execute and deliver the Reaffirmation, or you revoke the Reaffirmation prior to the seventh (7th) calendar
day following its execution, this Agreement will be null and void and of no effect, and neither the Company nor any other member of the
Company Group will have any obligations hereunder, provided, that, for the avoidance of doubt, the Restrictive Covenants (as defined
below) to which you are bound will continue to remain in full force and effect.
2. Employment Status; Transition Period; Transition Period Compensation.
(a) Employment Status through the Separation Date. You acknowledge and agree that you will no longer serve in the role of COO,
effective as of the Transition Date. You further acknowledge and agree that your employment with the Company Group will terminate effective
as of the close of business on the Separation Date. You will not represent yourself as being an employee, officer, agent, or representative
of any member of the Company Group after the Separation Date. During the period between the Transition Date and the Separation Date (the
“Transition Period”), you will continue to be paid your annual base salary at the current rate of $500,000 per
annum in accordance with the Company’s regular payroll practices, and continue to participate in all employee benefit plans and
other programs or arrangements sponsored by or through the Company and any other member of the Company Group in which you are eligible
to participate (the “Benefit Plans”); provided, that, in exchange for your right to receive the
Consideration and the Equity Treatment (each as defined below), you agree to waive your right to receive payment of your target annual
cash bonus opportunity in respect of the 2024 fiscal year (the “2024 Target Bonus”). During the Transition Period,
you will (i) serve as the Company’s Chief Business Officer, reporting directly to the Company’s Chief Financial Officer,
and have such duties and responsibilities typically associated with such position, (ii) devote your full business time, attention,
skill and best efforts to the performance of your duties in a manner consistent with past practices, (iii) not engage in any other
business activities or occupations, and (iv) not engage in any conduct that would give rise to Cause (as defined in the Offer Letter).
You hereby confirm your resignations from all offices, directorships, trusteeships, committee memberships and fiduciary and other capacities
held with, or on behalf of, the Company Group effective as of the Separation Date and your execution of this Agreement will be deemed
the grant by you to the officers of the Company of a limited power of attorney to sign in your name and on your behalf any such documentation
as may be required to be executed solely for the limited purposes of effectuating such resignations. You agree that within five (5) business
days following the Separation Date, you will update your accounts or profiles on any social media platform (including, but not limited
to, Facebook, X (f/k/a Twitter, and LinkedIn)) to reflect that you are no longer actively employed by the Company.
(b) Accrued
Benefits. You will be paid for (i) all of your earned but unpaid salary through the Separation Date on or prior to the Company’s
next regularly scheduled payroll date on or following the Separation, or earlier to the extent otherwise required by applicable law,
(ii) your accrued but unused vacation as of the Separation Date to the extent required by the Company’s policies, and (iii) any
business expenses incurred prior to the Separation Date and properly submitted in accordance with the Company’s policies and procedures
within ten (10) days following the Separation Date (the “Accrued Benefits”).
(c)
Separation Benefits. In consideration of your release and waiver of claims set forth in Section 3 below and in the reaffirmation
of this Agreement in the form attached hereto as Exhibit A (the “Reaffirmation”), and subject to
your execution, delivery and non-revocation of this Agreement and continued compliance with this Agreement, including but not limited
to Sections 2(a), 11, 12, and 13 hereof, and in lieu of your right to receive the 2024 Target Bonus and the severance benefits to
which you would otherwise be entitled to receive pursuant to the Offer Letter, provided that your employment is not terminated by you
or by the Company for Cause prior to the Scheduled Separation Date and you perform your duties during the Transition Period in good faith,
you will be entitled to the following separation benefits (the “Consideration”):
(i)
payment of an amount equal to $750,000, payable in a single lump sum on the first regular payroll date following the Reaffirmation
Effective Date (as defined in Exhibit A);
(ii) subject
to your timely election of COBRA continuation coverage after the Separation Date and payment of your premiums associated with such COBRA
continuation coverage, payment of a subsidy by the Company on your behalf to the Company Group’s health plans (the “COBRA
Subsidy”), during the twelve-month period following the Separation Date (the “COBRA Severance Term”),
so that, after giving effect to the COBRA Subsidy, you shall receive COBRA continuation coverage at the same rate that active, eligible
employees pay for such coverage during the COBRA Severance Term; subject to the same coverage limits, deductibles, co-insurance provisions,
and other terms and conditions applicable to you as of the Separation Date, with your contribution to such plan to be paid by you in
the same period (e.g., monthly, bi-weekly, etc.) as all other employees of the Company Group; and
(iii) all of your then-outstanding equity awards will remain outstanding and continue to vest through the Scheduled Separation Date.
(d) Treatment
of Equity Awards. Notwithstanding anything in the Plan or any of your outstanding equity award agreements to the contrary, provided
that your employment is not terminated by you or by the Company for Cause prior to the Scheduled Separation Date and you perform your
duties during the Transition Period in good faith, and subject to your execution, delivery and non-revocation of the Reaffirmation, you
will be deemed to have experienced a Termination (as defined in the Plan) by the Company without Cause as of the Separation Date for
all purposes under the Plan and any then-outstanding equity awards (the “Equity Treatment”).
(e) Deferral
of Payments. Notwithstanding the foregoing, in the event that any amount would otherwise have
been payable as a result of Section 2(c) above following the Separation Date but prior to the Reaffirmation Effective Date, such amount
shall not be paid until the first regular payroll date following the Reaffirmation Effective Date.
(f)
Full Discharge. You acknowledge and agree that you have agreed to waive your right to receive any severance benefits set forth
in the Offer Letter and your 2024 Target Bonus in exchange for the Consideration and the Equity Treatment and that the payments and other
benefits provided pursuant to this Section 2 are in full discharge of any and all liabilities and obligations of the Company or any other
member of the Company Group to you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and
all obligations arising under the Offer Letter, any other alleged written or oral employment agreement, policy, plan or procedure of the
Company or any other member of the Company Group and/or any alleged understanding or arrangement between you and the Company or any other
member of the Company Group (other than claims for accrued and vested benefits under an employee benefit, insurance, or pension plan of
the Company or any other member of the Company Group (excluding any severance or similar plan or policy), subject to the terms and conditions
of such plan(s)). You further hereby acknowledge that if you voluntarily terminate your employment or your employment is terminated by
the Company for Cause during the Transition Period, you will forfeit your right to any payments, other than the Accrued Benefits, as set
forth in this Section 2.
(g)
Taxes. All amounts provided hereunder, including without limitation, the payment of the Consideration, are subject to withholding
for all applicable taxes, including but not limited to income, employment, and social security taxes, as shall be required by applicable
law.
3. Release and Waiver of Claims.
(a)
As used in this Agreement, the term “claims” will include all claims, covenants, warranties, promises,
undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities,
of whatsoever kind or nature, in law, equity, or otherwise.
(b)
For and in consideration of the payments and benefits described in Section 2(c) above and other
good and valuable consideration, you, for and on behalf of yourself and your heirs, administrators, executors, and assigns, as of the
date hereof, do fully and forever release, remise and discharge each member of the Company Group and their successors and assigns, together
with their respective officers, directors, partners, members, stockholders (including any management company of a stockholder), employees,
and agents (collectively, and with the Company, the “Company Parties”) from any and all claims whatsoever
up to the date hereof which you had, may have had, or now have against the Company Parties, whether known or unknown, for or by reason
of any matter, cause, or thing whatsoever, including any claim arising out of or attributable to your employment or the termination of
your employment with the Company or any member of the Company Group, whether for tort, breach of express or implied employment contract,
intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal,
state, or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation.
This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act (the “ADEA”),
Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave
Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, and the Employee Retirement Income Security Act (excluding
claims for accrued, vested benefits under an employee pension benefit plan of the Company Parties), each as may be amended from time to
time, and all other federal, state, and local laws, the common law, and any other purported restriction on an employer’s right to
terminate the employment of employees. You intend the release contained herein to be a general release of any and all claims to the fullest
extent permissible by law and for the provisions regarding the release of claims against the Company Parties to be construed as broadly
as possible, and hereby incorporate in this release similar federal, state, or other laws, all of which you also hereby expressly waive.
(c)
You understand and agree that claims or facts in addition to or different from those which are now known or believed by you to
exist may hereafter be discovered, but it is your intention to fully and forever release, remise, and discharge all claims which you had,
may have had, or now have against the Company Parties, whether known or unknown, suspected or unsuspected, asserted or unasserted, contingent
or noncontingent, without regard to the subsequent discovery or existence of such additional or different facts. Without limiting the
foregoing, by signing this Agreement, you expressly waive and release any provision of law that purports to limit the scope of a general
release.
(d)
You acknowledge and agree that as of the date you execute this Agreement, you have no knowledge of any facts or circumstances that
give rise or could give rise to any claims under any of the laws listed in the preceding Sections.
(e)
Notwithstanding any provision of this Agreement to the contrary, by executing this Agreement, you are not releasing any claims
relating to (i) your rights with respect to payment or provision of amounts under this Agreement; (ii) your right to accrued,
vested benefits due to terminated employees under any employee benefit plan of the Company or any other member of the Company Group in
which you participated (excluding any severance or similar plan or policy), in accordance with the terms thereof (including your right
to elect COBRA continuation coverage); (iii) any claims that cannot be waived by law or that arise after the date on which you execute
this Agreement; (iv) your right to indemnification, advancement, and reimbursement of legal fees and expenses, and directors and
officers liability insurance, as provided by, and in accordance with the terms of, applicable law, the Company’s by-laws or otherwise;
(v) any rights or claims under the ADEA that may arise after the date that you execute this Agreement; (vi) your rights as a
stockholder of the Company; or (vii) any rights or claims arising out of facts, events, or matters occurring after the date that you execute
this Agreement.
(f)
You acknowledge and agree that, by virtue of the foregoing, you have waived any relief available to you (including without limitation,
monetary damages, equitable relief, and reinstatement) under any of the claims and/or causes of action waived in this Section 3.
Therefore you agree that you will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding
brought by any other person) with respect to any claim or right waived in this Agreement, provided, that nothing in this Agreement
will preclude you from receiving any monetary award or equitable remedy from any government agency or regulatory or law enforcement authority
in connection with protected whistleblower activities.
(g)
You acknowledge and agree that as of the date of this Agreement, you have reported all accidents, injuries, or illnesses relating
to or arising from your employment with the Company or the Company Group and that you have not suffered any on-the-job injury or illness
for which you have not yet filed a claim.
(h)
As of the date this Agreement is executed by the Company, the Company hereby represents and warrants
that no member of Board nor any member of the Company’s management team (including each of the Company’s Chief Executive Officer,
Chief Financial Officer, General Counsel and other executive officers) is aware of any claims that the Company Group has against you or
any facts or circumstances that could reasonably be expected to give rise to any such claims.
4.
Knowing and Voluntary Waiver. You expressly acknowledge and agree that you:
(a)
are able to read the language, and understand the meaning and effect, of this Agreement;
(b)
have no physical or mental impairment of any kind that has interfered with your ability to read and understand the meaning of this
Agreement or its terms, and that you are not acting under the influence of any medication, drug, or chemical of any type in entering into
this Agreement;
(c)
are specifically agreeing to the terms of the release contained in this Agreement because the Company has agreed to provide you
the Consideration and the Equity Treatment, which the Company has agreed to provide because of your agreement to accept it in full settlement
of all possible claims you might have or ever had, and because of your execution of this Agreement;
(d)
acknowledge that, but for your execution of this Agreement, you would not be entitled to the Consideration and the Equity Treatment;
(e)
had or could have the entire Review Period in which to review and consider this Agreement, and that if you execute this Agreement
prior to the expiration of the Review Period, you have voluntarily and knowingly waived the remainder of the Review Period;
(f)
understand that, by entering into this Agreement, you do not waive rights or claims under the ADEA that may arise after the date
you execute this Agreement;
(g)
have not relied upon any representation or statement not set forth in this Agreement made by the Company Group or any of its representatives;
(h)
were advised to consult with your attorney regarding the terms and effect of this Agreement; and
(i)
have signed this Agreement knowingly and voluntarily.
5.
No Suit. You represent and warrant that you have not previously filed, and to the maximum extent permitted by law agree that you
will not file, a complaint, charge, or lawsuit against any of the Company Parties regarding any of the claims released herein. If, notwithstanding
this representation and warranty, you have filed or file such a complaint, charge, or lawsuit, you agree that you shall cause such complaint,
charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge,
or lawsuit, including without limitation the attorneys’ fees of any of the Company Parties against whom you have filed such a complaint,
charge, or lawsuit. Notwithstanding anything to the contrary, nothing herein shall prevent or restrict you from (i) filing a charge
or complaint with, participating in an investigation or proceeding conducted by, or reporting possible violations of law or regulation
to any federal, state, or local government agency; (ii) truthfully responding to or complying with a subpoena, court order, or other
legal process; or (iii) exercising any rights you may have under applicable labor laws to engage in concerted activity with other
employees.
6.
Reaffirmation of Transition and Separation Agreement. You agree to execute the Reaffirmation on or after the Separation Date and
to deliver the executed Reaffirmation to the Company Representative on or after the Separation Date.
You agree that if you do not timely execute and deliver the Reaffirmation or you revoke the Reaffirmation, you shall be required
to forfeit or disgorge to the Company any equity awards that would not have vested had you not received the Consideration or the Equity
Treatment and any amounts received by you in connection with the sale or disposition of such awards or the shares received pursuant to
such equity awards. You agree that all Company covenants that relate to its obligations beyond the Separation Date are contingent on your
execution, delivery and non-revocation of the Reaffirmation.
7.
No Re-Employment. You hereby agree to waive any and all claims to re-employment with the Company or any other member of the Company
Group. You affirmatively agree not to seek further employment with the Company or any other member of the Company Group. You acknowledge
that if you re-apply for or seek employment with the Company or any other member of the Company Group, the Company’s or any other
member of the Company Group’s refusal to hire you based on this provision will provide a complete defense to any claims arising
from your attempt to apply for employment. Notwithstanding the foregoing, you will not be in violation of this section by seeking employment
with an entity that is acquired by a member of the Company Group subsequent to the date on which you sought employment.
8. Successors and Assigns. The provisions hereof shall inure to the benefit of your heirs, executors, administrators, legal personal
representatives, and assigns and shall be binding upon your heirs, executors, administrators, legal personal representatives, and assigns.
9.
Severability; Third-Party Beneficiaries. If any provision of this Agreement shall be held by any court of competent jurisdiction
to be illegal, void, or unenforceable, such provision shall be of no force and effect. The illegality or unenforceability of such provision,
however, shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement. You acknowledge and
agree that each of the Company Parties shall be a third-party beneficiary to the releases set forth in Section 3 above, with
full rights to enforce this Agreement and the matters documented herein.
10.
Cooperation.
(a)
You agree that you will provide reasonable cooperation to the Company or any other member of the Company Group and its or their
respective counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred
during your employment in which you were involved or of which you have knowledge. The Company agrees to reimburse you for reasonable out-of-pocket
expenses incurred at the request of the Company with respect to your compliance with this Section 10(a).
(b)
You agree that, in the event you are subpoenaed by any person or entity (including, but not limited to, any government agency)
to give testimony or provide documents (in a deposition, court proceeding, or otherwise) which in any way relates to your employment by
the Company or any other member of the Company Group, you will give prompt written notice of such request to the Company Representative,
in writing, as specified above (or the Company Representative’s successor or designee) and will, if permitted by the terms of the
subpoena, make no disclosure until the Company or the other member of the Company Group has had a reasonable opportunity to contest the
right of the requesting person or entity to such disclosure. The Company agrees to reimburse you for reasonable out-of-pocket expenses
incurred at the request of the Company with respect to your compliance with this Section 10(b).
11.
Affirmation of Continuing Obligations. You hereby acknowledge and agree that the execution of this Agreement does not alter your
obligations to any member of the Company Group under any confidentiality, non-compete, non-solicit, non-disparagement, invention assignment,
or similar agreement or arrangement to which you are a party with any member of the Company Group (including, without limitation, the
obligations set forth in your Restrictive Covenant Agreement, dated as of August 3, 2020) (the “Restrictive Covenants”),
which obligations are hereby incorporated into this Agreement and shall survive the termination of your employment with the Company, and
you hereby acknowledge, reaffirm, and ratify your continuing obligations to the Company Group pursuant to such agreements or arrangements.
You further hereby acknowledge that your continued compliance with these obligations is a condition of your receiving the Consideration
and the Equity Treatment described in Section 2 above and upon any breach of the Restrictive Covenants,
the Company shall be entitled to cease payments or the provision of the Consideration or the provision of the Equity Treatment and, if
any Consideration was paid to you after the Separation Date, to an immediate refund of such Consideration already received by you and/or
your forfeiture or disgorgement of any equity awards that would not have vested had you not received the Consideration or the Equity Treatment
and any amounts received by you in connection with the sale or disposition of such awards or the shares received pursuant to such equity
awards.
12.
Return of Property. You agree that you will promptly following the Separation Date return to the Company, and you will retain no
copies of, all property belonging to the Company or any other member of the Company Group, including but not limited to all proprietary
or confidential information and documents (including any copies thereof) in any form belonging to the Company, cell phone, Blackberry,
iPhone or other mobile device, keys, credit card, identification card or badge, access card, employee handbook, laptop, computer or other
office equipment, computer user name and password, disks, data files, thumb drives, and voicemail code. If you discover after the Separation
Date that you have retained any proprietary or confidential information (including, without limitation, proprietary or confidential information
contained in any electronic documents or email systems in your possession or control), you agree immediately upon discovery to send an
email to the Company Representative to inform the Company of the nature and location of the proprietary and/or confidential information
that you have retained so that the Company may arrange to remove, recover, or collect such information. You further acknowledge and agree
that the Company shall have no obligation to provide the Consideration or the Equity Treatment described in Section 2
above unless and until you have satisfied all your obligations pursuant to this Section 12. Nothing in this Section
12 shall prevent you from retaining compensation-related information and copies of benefit plans and programs in which you retain
an interest and such other records and documents reasonably necessary for tax-preparation purposes or as may be expressly approved by
the Company.
13.
Non-Admission. Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the
part of you or any member of the Company Group. Accordingly, this Agreement may not be admissible in any forum as an admission, but only
in an action to enforce it.
14.
Entire Agreement. This Agreement and the Restrictive Covenants constitute the entire understanding and agreement of the parties
hereto regarding the termination of your employment. This Agreement and the Restrictive Covenants supersede all prior negotiations, discussions,
correspondence, communications, understandings, and agreements between the parties relating to the subject matter of this Agreement and
the Restrictive Covenants, including the Offer Letter.
15.
Governing Law; Jurisdiction; Arbitration. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF FLORIDA, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT
state, WITHOUT REGARD TO CONFLICT OF LAWS RULES. BY EXECUTION OF THIS AGREEMENT, EACH PARTY TO THIS AGREEMENT HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF florida AND FEDERAL COURTS LOCATED IN florida AND HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE
ARISING UNDER OR CONCERNING THIS AGREEMENT. ALL DISPUTES ARISING UNDER OR CONCERNING THIS AGREEMENT, AS WELL AS ALL CLAIMS ARISING OUT
OF YOUR EMPLOYMENT OR TERMINATION THEREOF, INCLUDING WITHOUT LIMITATION ALL CLAIMS FOR PAYMENT OF WAGES, DISCRIMINATION, RETALIATION,
AND ALL OTHER CLAIMS BASED ON ANY STATE, FEDERAL OR COMMON LAW WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR.
THE ARBITRATION SHALL BE ADMINISTERED BY JAMS, UNDER ITS THEN-APPLICABLE RULES FOR EMPLOYMENT DISPUTES. IF JAMS CANNOT SERVE AS THE ARBITRATION
ADMINISTRATOR, THEN THE ARBITRATION WILL BE THROUGH THE AMERICAN ARBITRATION ASSOCIATION, UNDER ITS THEN-APPLICABLE RULES FOR EMPLOYMENT
DISPUTES. THE EXCLUSIVE VENUE OF ANY SUCH ARBITRATION WILL BE Miami, Florida. THE NON-PREVAILING PARTY WILL PAY THE REASONABLE ATTORNEYS’
FEES AND COSTS OF THE PREVAILING PARTY. THE ARBITRATOR SHALL HAVE AUTHORITY TO ISSUE EQUITABLE AND LEGAL RELIEF, INCLUDING WITHOUT LIMITATION
INJUNCTIVE RELIEF AND MONETARY DAMAGES. ALL ARBITRATION PROCEEDINGS SHALL BE CONFIDENTIAL.
16.
Dispute Resolution. In the event of any dispute arising out of or relating to this Agreement,
any other agreement, or your employment with the Company, the parties agree first to notify each other of such dispute and engage in prompt
and serious good faith discussions to resolve the dispute. If such discussions fail to resolve the dispute within 30 days, the parties
shall try to resolve the dispute through mediation using the services of JAMS. If such mediation fails to resolve the dispute, the parties
shall submit the dispute to arbitration using procedure described in Section 15 above.
17.
Construction. The section or paragraph headings or titles herein are for convenience of reference only and shall not be deemed
a part of this Agreement. The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions
of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that
ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of
this Agreement shall be construed in a reasonable manner to effect the intentions of both parties hereto and not in favor or against either
party.
18.
Section 409A. Payments under this Agreement are intended to be exempt from, or comply with, Section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”), and this Agreement will be interpreted to achieve this result. For
purposes of this Agreement, each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A.
In no event is the Company responsible for any tax or penalty owed by you (other than for withholding obligations or other obligations
applicable to employers, if any, under Section 409A) with respect to payments under this Agreement.
19.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument, and electronically delivered copies of executed counterparts shall be deemed to be originals for
all purposes.
* * *
IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date set forth below.
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ADAPTHEALTH CORP. |
| |
|
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By: |
/s/ Suzanne Foster |
| |
Name: |
Suzanne Foster |
| |
Title: |
Chief Executive Officer |
| |
|
| |
Shaw Rietkerk |
| |
|
| |
/s/ Shaw Rietkerk |
| |
SHAW RIETKERK |
| |
|
| |
Dated: August 21, 2024 |
[Signature Page to S.
Rietkerk Transition, Separation and Release Agreement]
Exhibit A
REAFFIRMATION OF Transition,
Separation and Release Agreement
By signing
this Reaffirmation of Separation Agreement (this “Reaffirmation”), I confirm and reaffirm my understanding
and agreement to the commitments set forth in my Transition, Separation and Release Agreement (the “Separation Agreement”),
dated August 21, 2024 with AdaptHealth Corp. (the “Company”) as of the Separation Date (as defined in the
Separation Agreement) or the date that I sign this Reaffirmation if such date is later (the “Reaffirmation Effective
Date”), and my agreement that I will receive consideration in exchange for the commitments set forth in the Separation Agreement.
By signing and dating in the space provided below, I confirm my acceptance of the payment of the severance package offered to me by the
Company.
I hereby
ratify and reaffirm the commitments set forth in the Separation Agreement as of the Separation Date or the date I sign this reaffirmation
if such date is later, and acknowledge and agree that the release and waiver of claims set forth in Section 3 of the Separation Agreement
will hereinafter apply with respect to any “claims” (as defined therein) that arise through the Reaffirmation Effective Date.
Please
sign and date the above on or within 21 days after the Separation Date, and return one signed Reaffirmation to the Company
Representative (as defined in the Separation Agreement). After this signed document is received by the Company, the Company will pay or
provide to you the Consideration (as defined in the Separation Agreement) and you will receive the Equity Treatment in accordance with
the terms of the Separation Agreement.
Exhibit 99.1
| |
Contacts
AdaptHealth Corp.
Jason Clemens,
CFA
Chief Financial Officer
IR@adapthealth.com |
AdaptHealth
Corp. Announces New Chief
Operating
Officer
August 26, 2024 7:30
AM Eastern Daylight Time
PLYMOUTH MEETING, Pa.--(BUSINESS
WIRE)--AdaptHealth Corp. (NASDAQ: AHCO) (“AdaptHealth” or the “Company”), a national leader in providing
patient-centered, healthcare-at-home solutions including home medical equipment, medical supplies, and related services, announced today
that Scott Barnhart has been appointed as Chief Operating Officer, effective September 23, 2024.
Mr. Barnhart has more
than 30 years of leadership experience in global operations including supply chain management, manufacturing, procurement, logistics,
customer service and product portfolio management. Most recently, he served as Chief Operating Officer of Qurate Retail Group, a leading
global retail group, where he led operational and productivity improvements across the fulfillment center network and last mile customer
delivery. Prior to that, Mr. Barnhart served in senior executive positions at some of the world’s leading companies across several
industries, including his role as President of Global Medical Products & Supply Chain at Cardinal Health, where he developed and
led a five-year, end-to-end, global supply chain transformation strategy to improve productivity, innovation, quality and customer experience.
Suzanne Foster,
Chief Executive Officer of AdaptHealth, stated, “The change we’re announcing today supports our ongoing efforts to create
clear roles and responsibilities, drive effective management, and align the organization's structure to best reflect our business processes.”
Ms. Foster
continued, “The skillsets Scott brings will help us advance our commitment to delivering exceptional care to our patients while
fostering organic growth through disciplined operational excellence. There’s a bright future for AdaptHealth and this change serves
to best position us to seize upon the opportunities ahead.”
About AdaptHealth Corp.
AdaptHealth is a national
leader in providing patient-centered, healthcare-at-home solutions including home medical equipment (HME), medical supplies, and
related services. The Company provides a full suite of medical products and solutions designed to help patients manage chronic
conditions in the home, adapt to challenges in their activities of daily living, and thrive. Product and service offerings include
(i) sleep therapy equipment, supplies, and related services (including CPAP and bi PAP services) to individuals suffering from
obstructive sleep apnea, (ii) medical devices and supplies to patients for the treatment of diabetes (including continuous glucose
monitors and insulin pumps), (iii) HME to patients discharged from acute care and other facilities, (iv) oxygen and related chronic
therapy services in the home, and (v) other HME devices and supplies on behalf of chronically ill patients
with wound care, urological, incontinence, ostomy and nutritional supply needs. The Company is proud to partner with an extensive
and highly diversified network of referral sources, including acute care hospitals, sleep labs, pulmonologists, skilled nursing
facilities, and clinics. AdaptHealth services beneficiaries of Medicare, Medicaid, and commercial insurance payors, reaching
approximately 4.2 million patients annually in all 50 states through its network of approximately 670 locations in 47
states.
Contacts
AdaptHealth Corp.
Jason Clemens, CFA
Chief Financial Officer
IR@adapthealth.com
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