Memorandum of Understanding for Settlement

Termination of Employment 

Reference is made to the Employment Agreement, dated March 20, 2019, by and between AdaptHealth Holdings LLC, a Delaware limited liability company, and LM (the “Employment Agreement”) and LM’s Restrictive Covenant Agreement, dated March 20, 2019 (the “Restricted Covenant Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement or the Restrictive Covenant Agreement, as applicable.

LM hereby resigns his employment without Good Reason, effective immediately upon notice of resignation, on the date of signing of this MOU (the “Effective Date”). As part of this MOU, LM acknowledges that he has no further rights to any other compensation or other benefits under the Employment Agreement or otherwise (other than vested benefits under qualified retirement plans, indemnification and advancement rights referred to below, and his right to COBRA coverage under the Company’s group health plans) as of the Effective Date. The Company agrees that it has not made, and shall not subsequently make, any determination that LM’s employment could have been terminated for Cause (which LM denies).

Upon termination, LM will be deemed to have resigned from any and all directorships, committee memberships, and any other positions LM holds with the Company and agrees to execute any documents that the Company reasonably determines necessary to effectuate such resignations.

Within fifteen days from the Effective Date, LM shall receive his base salary from the date of his suspension through June 11, 2021. LM’s equity awards scheduled to vest as of December 31, 2021 will vest proportionately through, and on, June 11, 2021 (as example, if Effective Date had been 6/1/21, the vested amounts would have been 173,516 of his 416,667 options and 20,821 of his 50,000 shares of restricted stock).

The Company will process the exercise of LM’s vested options promptly following receipt of cash from LM to cover the exercise price and withholding taxes due upon exercise prior to the 90^th day following the Effective Date. The Company acknowledges LM’s intention to sell shares of Class A Common Stock of the Company to fund such expenses. 

The Company will instruct its transfer agent to remove the restrictive legends on the shares of Company stock owned beneficially by LM, subject to the delivery of a reasonable undertaking which shall include the requirement that the sale of any such shares be in compliance with Rule 144 under the Securities Act. The Company will confirm in writing, upon request, that LM is no longer an affiliate (as defined under Rule 144 under the Securities Act of 1933, as amended) of the Company upon the Effective Date and, assuming no change in facts and circumstances between the date hereof and September 11, 2021, as of September 11, 2021 LM will, for purposes of Rule 144(b(1)(i), be a person who is not an affiliate of the issuer and has not been an affiliate during the preceding three months.

LM acknowledges that the securities laws prohibit the buying or selling of securities while in possession of material, nonpublic information about the security.

AdaptHealth shall promptly cooperate in good faith to allow LM to use his FSA balance. 

Lockup  

LM agrees that, for a period of nine months (the “Lockup Period”), neither he nor any of his affiliates will voluntarily Transfer more than 60% of the Equity Securities beneficially owned by LM.

“Equity Securities” means any shares of common stock of the Company or any securities convertible into or exchangeable for such shares (or options or warrants to purchase any of the foregoing).

“Transfer” means (a) any voluntary direct or indirect sale, lease, assignment, lien, disposition or other transfer (by operation of law or otherwise), or entry into any contract, option or other arrangement or understanding with respect to any sale, lease, assignment, lien, disposition or other transfer (by operation of law or otherwise) of any Equity Security or (b) to enter into any derivative instrument, swap or any other contract, agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Equity Security, whether any such derivative instrument, swap, contract, agreement, transaction or series of transactions is to be settled by delivery of securities, in cash or otherwise.

On the last business day of each month during the Lockup Period, at the Company’s written request, LM shall provide a written certification that he is in compliance with this covenant along with reasonable supporting documentation, including account statements, evidencing his ownership of Equity Securities.

The Company shall instruct its directors and “named executive officers” (having the meaning ascribed to such term in the Securities Act) not to make any disparaging or defamatory comments regarding LM; provided, however, that for the avoidance of doubt, the foregoing prohibition shall not apply to (A) statements by such persons required by applicable law, regulation, or order of a court or governmental agency, or in response to any governmental or regulatory inquiry or investigation or in connection with the defense of any action, claim, or suit or (B) any disclosure made by the Company in good faith pursuant to applicable securities laws if the Company has received the advice of counsel that such disclosure is appropriate or advisable. Notwithstanding clause (ii) immediately above, LM shall have the right to make truthful statements in response to any disparaging or defamatory comments regarding him by the Company or its directors or executive officers.