Form 8-K
8-K — AdaptHealth Corp.
Accession: 0001104659-26-105912
Filed: 2026-09-08
Period: 2026-09-03
CIK: 0001725255
SIC: 8082 (SERVICES-HOME HEALTH CARE SERVICES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2624956d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2624956d1_ex10-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2624956d1_ex99-1.htm)
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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): September 3, 2026
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.)
555 East North Lane, Suite
5075,
Conshohocken, PA
19428
(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 Financial Officer Appointment
AdaptHealth Corp. (the “Company”)
announced today that Harriss Currie, age 64, has been appointed to serve as the Chief Financial Officer of the Company, effective as of
September 9, 2026 (the “Start Date”).
Mr. Currie served as Chief Financial Officer at Health Track RX, a
developer of an infectious disease diagnostics platform, from December 2025 to May 2026. Previously, he served as President of the Regenerative
Medicine Division of 3D Systems, a developer of high-resolution 3D bioprinting technologies, from December 2023 to July 2025. Before that,
Mr. Currie served as Chief Financial Officer at Impulse Dynamics, a medical device company that develops treatments for chronic heart
failure, from January 2022 to July 2023, and as Chief Financial Officer of Luminex Corp., a developer, manufacturer, and marketer of proprietary
biological testing technologies and diagnostic tools for clinical laboratories and researchers, from October 2003 until its sale to DiaSorin
in July 2021. Mr. Currie holds an MBA from the McCombs School of Business at the University of Texas at Austin and previously served as
an audit manager at Deloitte & Touche.
There are no arrangements or understandings between
Mr. Currie and any other person pursuant to which Mr. Currie was selected as an officer, and there are no family relationships between
Mr. Currie and any of the Company’s directors or executive officers. Mr. Currie 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 September 7, 2026, the Company entered into
an employment agreement with Mr. Currie (the “Currie Employment Agreement”) that will govern the terms of his employment
as the Chief Financial Officer of the Company from and after the Start Date. Pursuant to the terms of the Currie Employment Agreement,
Mr. Currie is entitled to receive an annual base salary of $670,000 and is eligible to receive a target annual incentive bonus equal
to 100% of his base salary, with the actual bonus based on the achievement of annual performance objectives for such fiscal year. For
the Company’s 2026 fiscal year, Mr. Currie will be paid a prorated target bonus subject to his continued employment through
the payment date.
As an inducement for Mr. Currie to join the
Company, the Company will grant Mr. Currie restricted stock units (“RSUs”) under the Company’s Second Amended and
Restated 2019 Stock Incentive Plan covering a number of shares of the Company’s common stock with a value of $818,462 (determined
in a manner consistent with the Company’s historic practices), 50% of which will vest in equal installments annually over three
years and the remaining 50% will cliff-vest in a single installment on the third anniversary of the Start Date, in each case, subject
to continued employment. Mr. Currie will also be eligible for additional equity awards commencing in 2027.
Pursuant to the Currie Employment Agreement, if
Mr. Currie’s employment is terminated (x) by the Company without “cause” or (y) by Mr. Currie for
“good reason” (as such terms are defined in the Currie 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. Currie 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 12 months following such date of termination, (iii) if such qualifying termination occurs on or after
April 1 of the applicable year of termination, a prorated annual bonus payable in respect of the calendar year of termination based
on actual performance, and (iv) 12 months’ continuation of health insurance coverage pursuant to COBRA at the same rate which applies
for active executive officers.
In connection with the Currie Employment Agreement,
Mr. Currie also entered into a restrictive covenant agreement, which includes a non-compete covenant that applies during employment and
for 12 months thereafter, non-solicit covenants that apply during employment and for 24 months thereafter, indefinite confidentiality
and invention assignment covenants, and a non-disparagement covenant that applies during employment and for two years thereafter.
- 2 -
The foregoing description of the Currie Employment
Agreement is qualified in its entirety by reference to the full text of the Currie Employment Agreement, which is attached as Exhibit 10.1
hereto and incorporated by reference herein.
Chief Financial Officer Departure
The Company announced today that Jason Clemens,
the Company’s Chief Financial Officer, will terminate his employment with the Company effective as of October 1, 2026 (the “Separation
Date”); provided, that Mr. Clemens’ appointment to the position and authority to act as the Company’s Chief
Financial Officer will end as of the close of business on September 8, 2026.
Mr. Clemens will receive severance and other benefits available for
a termination by the Company without “cause” (as defined in Mr. Clemens’ employment agreement, dated May 1, 2020, as
amended on April 15, 2024 and December 9, 2024 (the “Clemens Employment Agreement”)), in accordance with the terms of the
previously disclosed Clemens Employment Agreement.
Item 7.01 Regulation FD Disclosure
The Company issued a press release earlier today
announcing the appointment of Mr. Currie as Chief Financial 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.
d)
Exhibits
Exhibit No.
Description
10.1
Employment Agreement by and between AdaptHealth Corp. and Harriss Currie, dated September 7, 2026.
99.1
Press Release dated September 8, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
- 3 -
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: September 8, 2026
AdaptHealth Corp.
By:
/s/ Richard Rew
Name:
Richard Rew
Title:
Chief Legal Officer and General Counsel
- 4 -
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2624956d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into as of this 7th day of September 2026, by and between AdaptHealth
Corp., a Delaware corporation (the “Company”), and Harriss T. Currie (“Executive”).
W I TNESS ETH
:
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) willful 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 material breach of any restrictive
covenant agreement between Executive and a member of the Company Group (including the Restrictive Covenant Agreement), (viii) any
willful 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 willful 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.
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(h) “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.
(i) “Code”
shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.
(j) “Company”
shall have the meaning set forth in the preamble hereto.
(k) “Company
Group” shall mean the Company together with any direct or indirect subsidiaries of the Company.
(l) “Company
Payment” shall have the meaning ascribed to such term in Section 11(b) hereof.
(m) “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.
(n) “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.
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(o) “Equity
Plan” shall have the meaning set forth in Section 4(c) hereof.
(p) “Executive”
shall have the meaning set forth in the preamble hereto.
(q) “Good
Reason” shall mean, without Executive’s consent, (i) following a “Change in Control” (as such term
is defined in the Equity Plan) only, a material diminution in Executive’s title, duties, or responsibilities as in effect immediately
prior to such Change in Control that results in Executive no longer serving in a senior leadership capacity at the Company, (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
thirty (30) miles from its then-current principal location, (iv) any directive by the Company that Executive take any illegal action,
or (v) any other material breach of a provision of this Agreement by the Company (other than a provision that is covered by clause
(i), (ii), (iii), or (iv) above). For the avoidance of doubt, a change in Executive’s reporting alone shall not be a breach
of this Agreement or otherwise result in Good Reason. 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).
(r) “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.
(s) “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).
(t) “Restrictive Covenant Agreement” shall mean the Restrictive Covenant
Agreement attached hereto as Exhibit A.
(u) “Severance
Benefits” shall have the meaning set forth in Section 8(g) hereof.
(v) “Severance
Term” shall mean the twelve (12) -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.
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(w) “Specified
Employee Payment Date” shall have the meaning set forth in Section 13(a) hereof.
(x) “Start
Date” shall mean September 9, 2026.
(y) “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 Company’s Chief Financial Officer
(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 and Executive timely discloses any
such service in accordance with the Company’s conflict-of-interest or similar process as in effect from time to time, (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.
4
(c) Principal
Place of Employment. Executive’s principal place of employment shall be remotely from his home in Texas, 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 $670,000, 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”). The target Annual Bonus for each fiscal year (commencing
with the Company’s 2026 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 based upon the level of achievement of annual 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. For 2026, the Annual Bonus will be paid at 100% of the Target Annual Bonus,
prorated for the number of weeks worked during the calendar year.
(c) Equity
Award. Subject to the approval of the Compensation Committee, you will receive a prorated annual leadership grant consistent with
your future equity award for 2026. As such, based on your start date, you will receive a prorated grant with the number of shares determined
by the volume-weighted average price of the Common Stock as reported by NASDAQ for the twenty (20) days immediately prior to the Start
Date with a value on the grant date of $818,462. 50% of the shares will be granted in the form of RSUs that shall vest thirty-three and
one third percent (33.3%) on September 9, 2027, and thirty-three and one third percent (33.3%) on each anniversary of the Vesting
Date thereafter. The other 50% of the shares will be in RSUs that cliff vest after three years. The 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”) and an award agreement in a form reasonably acceptable to the Compensation Committee.
(d) Equity
Plan Eligibility. Executive shall be eligible to receive additional grants pursuant to the Company’s Equity Plan
or any successor thereto commencing in 2027. 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 $2,660,000, 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.
5
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. Company agrees that Executive shall be covered by the Company’s D&O insurance
policy on the same basis as other officers and directors of the Company. 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-Person
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.
6
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;
(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; and
7
(iii) If
such termination occurs on or after the April 1st of the applicable calendar year of termination, an amount equal to
the product of (x) the actual Annual Bonus payable in respect of the calendar year of such termination based on actual achievement
of the applicable Company Group performance criteria on the same basis as other senior executives of the Company, and (y) a fraction,
the numerator of which is the number of days during the calendar year of such termination prior to the date of termination, and the denominator
of which is 365 (or 366 if such termination occurs during a leap year), payable at such time annual bonuses in respect of such calendar
year 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 calendar 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 (i), (ii), (vi), (vii),
(viii), or (ix) 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;
8
(iv) If
such termination occurs on or after the April 1st of the applicable calendar year of termination, an amount equal to
the product of (x) the actual Annual Bonus payable in respect of the calendar year of such termination based on actual achievement
of the applicable Company Group performance criteria on the same basis as other senior executives of the Company, and (y) a fraction,
the numerator of which is the number of days during the calendar year of such termination prior to the date of termination, and the denominator
of which is 365 (or 366 if such termination occurs during a leap year), payable at such time annual bonuses in respect of such calendar
year 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 calendar year in which such termination occurred; and
(v) 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) and (v) above shall immediately terminate, and the Company shall have no further
obligations to Executive with respect thereto, in the event that Executive materially breaches 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.
9
(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;
10
(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.
11
(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.
12
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.
13
(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 TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN TEXAS, 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 EMPLOYMENT
DISPUTE RESOLUTION OF THE AMERICAN ARBITRATION ASSOCIATION. THE PLACE OF ARBITRATION SHALL BE IN AUSTIN, TX. 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.
14
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 22 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.
* * *
15
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: CEO
EXECUTIVE
/s/ Harriss T. Currie
Harriss T. Currie
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.”
A-2
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.
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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.
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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.
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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; or (B) 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 12 month anniversary of the date on which
the Employment Period terminates.
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(v) “Non-Interference
Period” shall mean the period commencing on the date hereof and ending on the 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.
(e) Non-Disparagement.
I agree that during the Employment Period, and for two years thereafter, I will not make any disparaging or defamatory comments
regarding any member of 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 or from
reporting any alleged violations of Company policy, including alleged violations of the Company’s anti-discrimination, anti-harassment,
and anti-retaliation policies, the Company’s Code of Business ethics, or conflicts of interest.
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 and agree that restrictions
under Section 6(a) and Section 6(b) of the Agreement are necessary to protect the Company Group’s
legitimate business interests, including its interests in the Company Group’s trade secrets and Confidential Information, its substantial
and near permanent relationships with customers, and its customer goodwill. 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.
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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 TEXAS 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 AUSTIN, TX, AND WAIVE ANY RIGHT TO TRIAL BY JURY, IN CONNECTION WITH ANY DISPUTE ARISING UNDER OR CONCERNING
THIS AGREEMENT.
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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.]
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I, Harriss
T. Currie, have executed this Restrictive Covenant Agreement on the date set forth below:
Date: /s/ Harriss T. Currie
(Signature)
Harriss T. Currie
(Type/Print Name)
SCHEDULE A
RESTRICTIVE COVENANT AGREEMENT
INVENTION ASSIGNMENT NOTICE
I am hereby notified that
the Restrictive Covenant Agreement, dated as of September 9, 2026, 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.
ii
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.
iii
(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.
iv
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 September 7, 2026 with AdaptHealth Corp. (such corporation,
the “Company” and such agreement, my “Employment Agreement”)), and other good and
valuable consideration, I, Harriss Currie, 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.
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
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).
B-2
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.
B-3
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 TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN TEXAS, 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 WESTERN DISTRICT OF TEXAS, TO THE EXTENT FEDERAL JURISDICTION EXISTS, AND IN ANY COURT SITTING IN AUSTIN,
TEXAS, 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.
below:
* * *
I,
____________,
have executed this Release of Claims on the respective date set forth
Harriss T. Currie
Date: [To Be Executed Following Termination of Employment]
B-4
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2624956d1_ex99-1.htm · Sequence: 3
Exhibit 99.1
ADAPTHEALTH CORP.
FOR IMMEDIATE RELEASE
AdaptHealth Appoints Harriss Currie as Chief
Financial Officer
PLYMOUTH MEETING, Pa. – September 8th 2026 -
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 its Board of Directors has named Harriss T. Currie as its Chief Financial Officer, effective September 9, 2026.
Mr. Currie will assume CFO responsibilities from Jason Clemens, who will assist with the transition through October 1,
2026.
Mr. Currie previously
served as the CFO for Luminex Corp (Nasdaq: LMNX) for more than 15 years until its sale to DiaSorin in 2021. He has more recently held
CFO roles at Health Track Rx from 2025 to 2026 and from Impulse Dynamics from 2022 to 2023, and served as President of the Regenerative
Medicine division of 3D Systems (NYSE: DDD) from 2023 to 2025.
Mr. Currie holds an MBA
from the McCombs School of Business at the University of Texas at Austin and previously served as an audit manager at Deloitte &
Touche.
“We are delighted to
welcome Harriss to AdaptHealth and look forward to the meaningful contributions we expect he will make in both the short and long term,”
said Suzanne Foster, Chief Executive Officer. “We appreciate Jason’s years of service and are particularly thankful for the
strong team and structure he has left for Harriss to build on.”
“I am excited to join
AdaptHealth and to lead the finance team through our next phase of growth. In evaluating this opportunity, I saw a strong leadership
team, solid financial processes, and a business that has put strategic contracts in place to position itself for meaningful revenue and
EBITDA growth. I am truly excited and appreciative of this opportunity,” said Mr. Currie.
About AdaptHealth Corp.
AdaptHealth is a national leader in providing patient-centered, healthcare-at-home
solutions including home medical equipment, medical supplies, and related services. The Company operates under four reportable segments
that align with its product categories: (i) Sleep Health, (ii) Respiratory Health, (iii) Diabetes Health, and (iv) Wellness
at Home. The Sleep Health segment provides sleep therapy equipment, supplies and related services (including CPAP and BiLevel services)
to individuals for the treatment of obstructive sleep apnea. The Respiratory Health segment provides oxygen and home mechanical ventilation
equipment and supplies and related chronic therapy services to individuals for the treatment of respiratory diseases, such as chronic
obstructive pulmonary disease and chronic respiratory failure. The Diabetes Health segment provides medical devices, including continuous
glucose monitors and insulin pumps, and related services to patients for the treatment of diabetes. The Wellness at Home segment provides
home medical equipment and services to patients in their homes including those who have been discharged from acute care and other facilities.
The segment tailors a service model to patients who are adjusting to new lifestyles or navigating complex disease states by providing
essential medical supplies and durable medical equipment.
- 1 -
ADAPTHEALTH CORP.
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 4.5 million patients annually in
all 50 states through its network of approximately 670 locations in 48 states.
Forward-Looking Statements
This press release includes certain statements that are not historical
facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics and projections of market opportunity and expectations and the Company’s acquisition
pipeline. These statements are based on various assumptions and on the current expectations of AdaptHealth management and are not predictions
of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as,
and must not be relied on, by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company.
These forward-looking statements are subject to a number of risks and
uncertainties, including the outcome of judicial and administrative proceedings to which the Company may become a party or governmental
investigations to which the Company may become subject that could interrupt or limit the Company’s operations, result in adverse
judgments, settlements or fines and create negative publicity; changes in the Company’s customers’ preferences, prospects
and the competitive conditions prevailing in the healthcare sector. A further description of such risks and uncertainties can be found
in the Company’s filings with the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company
presently knows or that the Company currently believes are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts
of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will
cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements at some
point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied
upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Contacts
Luke Montgomery, CFA
SVP, Investor Relations
luke.montgomery@adapthealth.com
IR@adapthealth.com
- 2 -
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