UNITED STATES
SECURITIES AND EXCHANGE COMMISSON
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):
December 1, 2006
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code:
(513) 762-6900
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 (see General Instruction A.2 below):
[_] 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
230.425)
[_] Pre-commencement communications pursuant to Rule 14d-2 (b) under the
Exchange Act (17 CFR 230.425)
[_] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFT 230.425)
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Item 5.02(e) Compensatory Arrangements of Certain Officers
Employment Agreements
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On December 1, 2006 Chemed Corporation and David P. Williams, its Vice
President and Chief Financial Officer, entered into an Employment Agreement
which provides for an annual base salary of $313,500. If the Corporation
terminates Mr. Williams's employment without cause, as defined in the agreement,
he shall receive two and one-half times his annual base salary plus a pro-rated
portion of his annual incentive bonus, and shall continue to participate in the
Corporation's welfare benefit plans for eighteen months, in exchange for
one-year post termination noncompete and nonsolicitation covenants.
The Corporation's Board of Directors has authorized the execution of
comparable employment agreements with each of Kevin J. McNamara, its President
and Chief Executive Officer; and Timothy S. O'Toole, its Executive Vice
President and Chief Executive Officer of its Vitas Healthcare Corporation
subsidiary; upon expiration of their existing employment agreements, in May 2008
and May 2007, respectively.
Change in Control Severance Plan
--------------------------------
On December 1, 2006 the Compensation/Incentive Committee of the Chemed
Corporation Board of Directors ("CIC") approved the Change in Control Severance
Plan ("Control Plan"). The Control Plan provides severance benefits in the event
of a change in control of the Corporation, followed within two years by
termination of employment without cause, or constructive termination.
The Control Plan covers fifteen employees, including certain executive
officers and directors. It provides for payments of three times base salary and
bonus to Kevin J. McNamara, Timothy S. O'Toole, and David P. Williams, and of
two times base salary and bonus to the other participants. Participants would
also receive welfare benefits, company contributions to defined contribution
plans, and perquisites, for periods of three years for Messrs. McNamara, O'Toole
and Williams and two years for other participants.
Severance Policy
----------------
On December 1, 2006 the CIC approved the Chemed Senior Executive Severance
Policy ("Severance Policy") covering twelve employees, including a director and
two executive officers. The Severance Policy provides severance benefits upon
termination of employment without cause for employees who do not have employment
agreements. Severance consists of a lump sum payment of 1.5 times base salary,
pro-rated bonus, and continuation of welfare benefits for one year post
termination. Severance is conditioned on execution of a general release
including one-year post termination noncompete and nonsolicitation covenants.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.01 Employment Agreement dated as of December 1, 2006 between Chemed
Corporation and David P. Williams.
10.02 Chemed Corporation Change in Control Severance Plan.
10.03 Chemed Corporation Senior Executive Severance Policy as of December 1,
2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
CHEMED CORPORATION
Dated: December 1, 2006 By: /s/ Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.
Vice President and Controller
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