UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 1, 2008
LHC GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 8082 71-0918189
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
420 West Pinhook Rd., Suite A
Lafayette, LA 70503
(Address of Principal Executive Offices, including Zip Code)
(337) 233-1307
(Registrant's telephone number, including area code)
N/A
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(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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
LHC Group, Inc. (the "Company") and Keith G. Myers, Chairman and Chief
Executive Officer, entered into a new employment agreement effective January 1,
2008, for Mr. Myers to continue serving as Chairman and Chief Executive Officer
of the Company. The employment agreement provides an initial three-year term,
after which the agreement will be automatically renewed for additional one-year
periods, unless either party gives notice of non-renewal. Pursuant to the
employment agreement, the Company will pay Mr. Myers a base salary of not less
than $339,900 per year.
The Company and John L. Indest, President and Chief Operating Officer,
entered into a new employment agreement effective January 1, 2008, for Mr.
Indest to continue serving as President and Chief Operating Officer of the
Company. The employment agreement provides an initial three-year term, after
which the agreement will be automatically renewed for additional one-year
periods, unless either party gives notice of non-renewal. Pursuant to the
employment agreement, the Company will pay Mr. Indest a base salary of not less
than $309,000 per year.
The Company and Peter J. Roman, Senior Vice President and Chief Financial
Officer, entered into a newEmployment Agreement effective January 1, 2008, for
Mr. Roman to continue serving as Senior Vice President and Chief Financial
Officer of the Company. The employment agreement provides an initial three-year
term, after which the agreement will be automatically renewed for additional
one-year periods, unless either party gives notice of non-renewal. Pursuant to
the employment agreement, the Company will pay Mr. Roman a base salary of not
less than $200,000 per year.
The Company and Daryl Doise, Senior Vice President for Corporate
Development, entered into a Employment Agreement effective June 1, 2008, for Mr.
Doise to continuing serving as Senior Vice President for Corporate Development.
The employment agreement provides an initial two-year and seven-month term,
expiring December 31, 2010, after which the agreement will be automatically
renewed for additional one-year periods, unless either party gives notice of
non-renewal. During the employment period, the Company will pay to Mr. Doise
base salary of not less than $231,750 per year.
Each of Mr. Myers, Mr. Indest, Mr. Roman and Mr. Doise are referred to
herein as an "Executive."
Pursuant to the employment agreements, the compensation committee of the
Board of Directors of the Company shall review each Executive's base salary
annually and may increase (but not decrease) such Executive's base salary from
year to year. The annual review of each Executive's salary by the Board will
consider, among other things, such Executive's own performance, and the
Company's performance.
Each Executive will be (i) entitled to participate in the Company's
executive bonus plan, pursuant to which such Executive will have an opportunity
to receive an annual cash bonus based upon the achievement of his individual
performance goals established from year to year by the compensation committee of
the Board of Directors of the Company, (ii) eligible for grants under the
Company's long-term incentive plan of stock options, restricted stock, or such
other stock-based awards as the Company makes to similarly situated executives,
and (iii) eligible to receive benefits under the Company's welfare benefit plans
and programs.
The employment agreements may be terminated by the Company at any time with
or without "cause" (as defined therein), or by the Executive with or without
"good reason" (as defined therein). The agreements also terminate upon the
death, disability or retirement of the Executive. Depending on the reason for
the termination and when it occurs, the Executive will be entitled to certain
severance benefits.
If the Executive is terminated without cause or resigns for good reason,
then in addition to accrued salary, vested benefits, and a pro-rata portion of
his annual bonus earned through the date of termination, the executive will be
entitled to (i) a severance payment equal to one times his base salary in effect
as of the date of termination (or, if the termination occurs within two year
following a change in control of the Company, 2.5 times the sum of (1) his base
salary in effect as of the date of termination, and (2) the greater of the
average of the annual bonuses earned by him for the two prior fiscal years, or
his target bonus for the year in which the date of termination occurs), (ii)
continuation of health and welfare benefits during the applicable COBRA period
as if he had not terminated employment, and (iii) vesting of all outstanding
equity awards.
The employment agreements provide that if a payment to or for the benefit
of an Executive would be subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code, then he will receive a full gross up of any excise
tax imposed, including income and excise taxes on such gross-up amount, subject
to a $50,000 threshold benefit amount.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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10.1 Employment Agreement by and between LHC Group, Inc.,
a Delaware corporation, and Keith G. Myers, to be
effective as of January 1, 2008.
10.2 Employment Agreement by and between LHC Group, Inc.,
a Delaware corporation, and John L. Indest, to be
effective as of January 1, 2008.
10.3 Employment Agreement by and between LHC Group, Inc.,
a Delaware corporation, and Peter J. Roman, to be
effective as of January 1, 2008.
10.4 Employment Agreement by and between LHC Group, Inc.,
a Delaware corporation, and Daryl Doise, to be
effective as of June 1, 2008.
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.
LHC GROUP, INC.
By: /s/ Keith G. Myers
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Keith G. Myers
Chief Executive Officer
Dated: January 4, 2008
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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10.1 Employment Agreement by and between LHC Group, Inc.,
a Delaware corporation, and Keith G. Myers, to be
effective as of January 1, 2008.
10.2 Employment Agreement by and between LHC Group, Inc.,
a Delaware corporation, and John L. Indest, to be
effective as of January 1, 2008.
10.3 Employment Agreement by and between LHC Group, Inc.,
a Delaware corporation, and Peter J. Roman, to be
effective as of January 1, 2008.
10.4 Employment Agreement by and between LHC Group, Inc.,
a Delaware corporation, and Daryl Doise, to be
effective as of June 1, 2008.