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 90th 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.