8-K
Enhabit, Inc. (EHAB)
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): August 5, 2025
Enhabit, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41406 | 47-2409192 |
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| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br>Identification No.) |
6688 N. Central Expressway, Suite 1300, Dallas, Texas 75206
(Address of principal executive offices, including zip code)
(214) 239-6500
(Registrant’s telephone number, including area code)
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
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| Common Stock, par value $0.01 per share | EHAB | New York Stock Exchange |
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. |
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CEO Transition
On August 6, 2025, Enhabit, Inc. (the “Company”) announced that Barbara A. Jacobsmeyer, the Company’s President and Chief Executive Officer and a member of the Board of Directors of the Company (the “Board”), intends to step down from these roles on July 31, 2026, or earlier upon appointment of a successor.
On August 5, 2025, the Company entered into a Transition, Separation and Release Agreement (the “Transition Agreement”) with Ms. Jacobsmeyer. The Transition Agreement provides that Ms. Jacobsmeyer’s employment with the Company will end July 31, 2026 (the “Separation Date”) and that she will serve as President and Chief Executive Officer until the earlier of the Separation Date and the date the Board appoints a successor Chief Executive Officer (such earlier date, the “Transition Date”). During any period between the Transition Date and the Separation Date, Ms. Jacobsmeyer will serve as a non-executive employee advisor to the Company and be paid a base salary at a monthly rate of $25,000. Ms. Jacobsmeyer will not be eligible to receive any grants of new equity awards or other long-term incentive awards in the Company’s 2026 fiscal year.
Pursuant to the Transition Agreement, if the Company terminates Ms. Jacobsmeyer’s employment without “cause” (as defined for purposes of the Transition Agreement) prior to the Separation Date, Ms. Jacobsmeyer will vest in her equity awards to the same extent she would have had she remained employed through the Separation Date. Further, subject to Ms. Jacobsmeyer’s execution of a release of claims in connection with her departure on the Separation Date, she will be entitled to following benefits:
| • | Any time-based restricted stock units (“RSUs”) granted to Ms. Jacobsmeyer under the Company’s equity compensation plans that are unvested as of the Separation Date will vest in full on such date (subject to forfeiture or clawback in the event Ms. Jacobsmeyer materially breaches the restrictive covenants in the Transition Agreement, as further described in the Transition Agreement); and |
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| • | Continued eligibility to participate in the Company’s annual cash incentive award program for senior executives, subject to proration in the event Ms. Jacobsmeyer serves as Chief Executive Officer for less than the full applicable performance year. |
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The Transition Agreement includes customary non-competition and non-solicitation (generally applicable for one year after Ms. Jacobsmeyer’s termination of employment), confidentiality, and non-disparagement provisions.
Ms. Jacobsmeyer’s transition is not the result of any disagreement relating to the Company’s operations, policies or practices. The foregoing summary of the Transition Agreement is qualified in its entirety by the full text of the Transition Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
Retention Agreements
Effective August 5, 2025, the Company granted retention awards to the following officers in the following aggregate amounts: Ryan T. Solomon, Chief Financial Officer ($500,000); Julie D. Jolley, Executive Vice President of Home Health ($390,000); Dylan C. Black, General Counsel and Secretary ($390,000); Tanya R. Marion, Chief Human Resources Officer ($350,002); and Jeanne L. Kalvaitis, Executive Vice President of Hospice ($305,000). Each officer’s retention award is granted 50% in cash and 50% in the form of RSUs (with the number of RSUs determined based on the closing price of the Company’s common stock on the date of grant).
Each retention award generally vests and becomes payable, subject to the officer’s continued employment, on December 31, 2026, or earlier in the event of (1) the officer’s death, “disability,” termination without “cause,” or resignation for “good reason” (as each such term is defined for purposes of the applicable retention award agreement), or (2) a qualifying change in control of the Company where the award is not continued by the surviving company.
The foregoing summary of the retention awards is qualified in its entirety by the full text of the Form of Restricted Stock Units Agreement (Special Retention Grant), pursuant to the 2025 Enhabit, Inc. Equity and Incentive Compensation Plan, a copy of which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K, and the Form of Cash Retention Bonus Letter Agreement, a copy of which is filed herewith as Exhibit 10.3 to this Current Report on Form 8-K.
| Item 7.01. | Regulation FD Disclosure.* |
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A copy of the press release issued by the Company on August 6, 2025, announcing Ms. Jacobsmeyer’s transition is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 10.1 | Transition, Separation and Release Agreement between Advanced Homecare Management, LLC d/b/a Enhabit Home Health & Hospice and Barbara A. Jacobsmeyer, dated August 5, 2025 |
| 10.2 | Form of Restricted Stock Units Agreement (Special Retention Grant), pursuant to the 2025 Enhabit, Inc. Equity and Incentive Compensation Plan |
| 10.3 | Form of Cash Retention Bonus Letter Agreement |
| 99.1 | Press Release of Enhabit, Inc., dated August 6, 2025* |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
| * | The information in Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for 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 and shall not be incorporated into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified as being incorporated therein by reference. |
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SIGNATURES
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.
| ENHABIT, INC. | |
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| By: | /s/ Dylan C. Black |
| Name: | Dylan C. Black |
| Title: | General Counsel |
Dated: August 6, 2025
EX-10.1
Exhibit 10.1
Execution Version
TRANSITION, SEPARATION AND RELEASE AGREEMENT
Advanced Homecare Management, LLC d/b/a Enhabit Home Health & Hospice (the “Company”) andBarbara A. Jacobsmeyer (“Executive”) enter into this Transition, Separation and Release Agreement (this “Agreement”), which was received by Executive on the 1st day of August, 2025, signed by Executive on the 5th **** day of August, 2025, and is effective on the 13th day of August, 2025 (the “Effective Date”). The Effective Date shall be no less than 7 days after the date signed by Executive.
WITNESSETH:
WHEREAS, Executive is currently employed by the Company as its President and Chief Executive Officer; and
WHEREAS, Executive’s employment with the Company will terminate as of July 31, 2026 or such earlier date as may be mutually agreed to by Executive and the Company (the “Separation Date”); and
WHEREAS, the Company and Executive have agreed that Executive will perform certain transitional services for the Company prior to the Separation Date.
NOW, THEREFORE, in consideration of the covenants and mutual promises herein contained, it is agreed as follows:
Separation Date and Eligibility for Severance. Executive’s employment with the Company shall terminate on the Separation Date. Executive acknowledges that the circumstances of her transition from her current position and termination of employment as described in this Agreement do not entitle her to any benefits under the Enhabit, Inc. Executive Severance Plan as Amended and Restated as of February 22, 2023. Executive will remain eligible to participate in the Enhabit, Inc. Executive Change in Control Benefits Plan (the “CIC Benefits Plan”) during her service as President and Chief Executive Officer, but will cease participation in the CIC Benefits Plan on the Transition Date (as defined below).
Transition Period. Executive agrees to continue to serve as President and Chief Executive Officer of the Company from the Effective Date until the earlier of (a) July 31, 2026 and (b) the date a successor Chief Executive Officer is appointed by the Company’s Board of Directors (such earlier date, the “Transition Date”). During her continued service as President and Chief Executive Officer, Executive’s annual base salary rate will remain the same as the rate in effect on the Effective Date. During the period from the Transition Date through the Separation Date, if any (the “Transition Period”), Executive shall serve as a non-executive employee advisor to the Company. During the Transition Period, Executive shall be paid a base salary at the monthly rate of $25,000 (each monthly payment a “Transition Payment”). During any Transition Period, Executive will also remain eligible to vest in her outstanding equity awards in accordance with the terms of the applicable award agreements; provided, however, that if the Company terminates Executive’s employment without Cause (as defined in the Enhabit, Inc. Executive Severance Plan, as amended and restated) prior to the Separation Date, Executive will vest in her equity awards to the same extent she would have had she remained employed through the Separation Date.
Obligations of Executive. Executive agrees to resign as an officer and director of the Company and any of its direct or indirect parents or subsidiaries or its other affiliates effective as of the Transition Date and represents and warrants that Executive will, on or before the Transition Date or the Separation Date, as applicable, provide any resignations from such other positions as the Company deems necessary. Executive will promptly execute any documents and take any actions as may be necessary or reasonably requested by the Company to effectuate or memorialize Executive’s termination from all officer and director positions with the Company and its parents, subsidiaries and affiliates.
Other Benefits. Subject to Executive’s compliance with the terms of this Agreement and Executive’s timely execution (and non-revocation) of the Second Release as described and defined in Section 5 of this Agreement, Executive and the Company agree that Executive shall be eligible to receive the benefits described in subsections (a) and (b) below:
| a. | 100% of the restricted stock units granted by the Company to Executive that are outstanding and unvested as of<br>the Separation Date (the “Retirement RSUs”) shall vest in full upon the Separation Date and will be paid at a time consistent with the applicable award agreements and Section 409A of the Internal Revenue Code of 1986, as<br>amended (the “Code”); provided, however, that if a court of competent jurisdiction finally determines that Executive has materially breached the restrictive covenants set forth in Section 10 of this Agreement,<br>Executive will, (i) immediately forfeit any Retirement RSUs for which shares have not yet been issued and (ii) within thirty (30) days of such determination, return to the Company any shares of common stock of the Company issued in<br>respect of such Retirement RSUs (or, if Executive has sold or otherwise disposed of such shares of common stock, the cash value received by Executive in connection with such sale or other disposition). |
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| b. | Executive shall remain eligible to receive an annual cash incentive award payout under the Company’s<br>Senior Management Bonus Plan (“SMBP”) for 2025 (and, to the extent she serves as President and Chief Executive Officer during any portion of 2026, for 2026), subject, in each case, to the approval of the Company’s Board of<br>Directors with the same approval applied to Executive as to the Company’s other eligible employees in good standing, and that such payout shall be made at the time that Executive would have received the payout had she retained her position with<br>the Company as its President and Chief Executive Officer. The amount of such payout (if any) will be based on the actual performance of the Company or its affiliates with respect to the applicable performance objectives and will be prorated based on<br>the number of days Executive serves as President and Chief Executive Officer during the applicable year. The prorated annual cash incentive payout shall be calculated by taking the annual cash incentive payout Executive would have received (if any)<br>for such year had she remained employed as President and Chief Executive Officer for the full year and multiplying such amount by a fraction, the numerator of which is the number of days Executive serves as President and Chief Executive Officer<br>during such year and the denominator of which is 365. For the avoidance of doubt, if Executive serves as President and Chief Executive Officer for all of 2025, her annual cash incentive award payout under the SMBP for 2025 shall not be prorated.<br> |
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Release Requirement. In exchange for the consideration provided in this Agreement, Executive agrees to (a) sign, no earlier than the Separation Date and no later than the deadline set forth therein (which will be no later than 45 days after the Separation Date) (the “Second Release Deadline”), a second general release of claims in a form satisfactory to the Company and the terms of which are generally consistent with those of the release set forth in Section 15 of this Agreement (the “Second Release”) and (b) not revoke the Second Release during the seven-day revocation period set forth therein. If the Transition Date occurs prior to December 31, 2025, and Executive does not sign the Second Release by the Second Release Deadline or if Executive revokes the Second Release, then Executive will no longer be entitled to receive a 2025 annual cash incentive award payout under the SMBP (or to the extent such 2025 annual cash incentive award payout was already paid to Executive, Executive will be required to repay to the Company the full amount of such 2025 annual cash incentive award payout no later than thirty (30) days after the Second Release Deadline). If the Transition Date occurs after January 1, 2026, and Executive does not sign the Second Release by the Second Release Deadline or if Executive revokes the Second Release, then Executive will no longer be entitled to receive a 2026 annual cash incentive award payout under the SMBP (or to the extent such 2026 annual cash incentive award payout was already paid to Executive, Executive will be required to repay to the Company the full amount of such 2026 annual cash incentive award payout no later than thirty (30) days after the Second Release Deadline).
Receipt of Other Compensation. Executive acknowledges and agrees that, other than as specifically set forth in this Agreement, as required by applicable law or under the CIC Benefits Plan (to the extent applicable), following the Separation Date, Executive is not and will not be due any compensation, including, but not limited to, compensation for unpaid salary and unpaid bonus (except for amounts unpaid and owing for Executive’s employment with the Company, its subsidiaries or affiliates prior to the Separation Date, including all amounts that accrued or otherwise become due and payable pursuant to this Agreement), and severance from the Company or any of its subsidiaries or affiliates. Executive also acknowledges and agrees that she will not be eligible to receive any grants of new equity awards or any other long-term incentive awards in fiscal year 2026. Except as provided herein or as required by applicable law, Executive will not be eligible to participate in any of the benefit plans of the Company after Executive’s Separation Date. However, Executive will be entitled to receive benefits which are vested and accrued prior to the Separation Date pursuant to the employee benefit plans of the Company. Any participation by Executive (if any) in any of the compensation or benefit plans of the Company as of and after the Separation Date shall be subject to and determined in accordance with the terms and conditions of such plans, except as otherwise expressly set forth in this Agreement.
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Continuing Cooperation. Following the Separation Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of the Company with respect to the operations, practices and policies of the Company. Executive further agrees to fully and completely cooperate with the Company, its advisors and its legal counsel, at the sole expense of the Company, with respect to any litigation that is pending against the Company and any claim or action that may be filed against the Company in the future, as well as with respect to any claim or action in which the Company is a plaintiff. Such cooperation shall include Executive making herself available at reasonable times and places for interviews, reviewing documents, testifying in a deposition or a legal or administrative proceeding, and providing advice to the Company in preparing defenses to any pending or potential future claims against, or claims asserted by, the Company. In connection with any such cooperation, the Company shall (i) reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in providing such cooperation and (ii) pay Executive an hourly rate of $400 for all time spent assisting the Company as provided in this Section 7.
Executive’s Representation and Warranty. Executive hereby represents and warrants that, during Executive’s period of employment with the Company, Executive did not willfully or negligently breach Executive’s duties as an employee or officer of the Company, did not commit fraud, embezzlement, or any other similar dishonest conduct, and did not violate the Company’s Standards of Business Ethics and Conduct. Executive further represents and warrants that she has no knowledge of any actions or inactions by the Company and its affiliates, members of their boards of directors, their officers and employees, or any of the Released Parties (as defined below), that Executive believes could possibly constitute a basis for a claimed violation of any federal, state, or local law, any common law, or any rule or regulation issued by any government agency.
Confidential Information.
| a. | Executive understands and acknowledges that based on her position with the Company, during Executive’s<br>employment with the Company, Executive has had and will have access to and learn about certain Confidential Information which is not known to the Company’s competitors or within the Company’s industry generally, which was developed by the<br>Company over a period of time and/or at its substantial expense, and which is of great competitive value to the Company. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not<br>generally known to the public, in spoken, printed, electronic, or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, documents, research, operations, services, strategies,<br>techniques, agreements, contracts, terms of agreements, transactions, including potential transactions, negotiations, including pending negotiations, business plans, know-how, trade secrets, applications,<br>operating systems, work-in-process, technologies, databases, compilations, device configurations, metadata, manuals, records, systems, materials, financial information,<br>results, accounting information, legal information, marketing information, advertising information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, market studies,<br>revenue, costs, notes, communications, ideas, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes and/or results, specifications, customer information, customer lists, client information,<br>client lists, investor information, |
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| third-party information that has been entrusted to the Company in confidence, and other business information disclosed or made available to Executive by the Company, either directly or<br>indirectly, in writing, orally, or by drawings or observation, that is not known to the public or to the Company’s competitors or within the Company’s industry generally, which was developed by the Company at its expense, and which is of<br>value to the Company. Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified or treated as confidential or proprietary, or that would<br>otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Executive further understands and agrees that Confidential Information includes information<br>developed by Executive in the course of Executive’s employment by the Company as if the Company furnished the same Confidential Information to Executive in the first instance. Confidential Information shall not include information that is<br>generally available to and known by the public at the time of disclosure to Executive, provided that the disclosure is through no direct or indirect fault of Executive or person(s) acting on Executive’s behalf. | |
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| b. | Creation and Use of Confidential Information. Executive understands and acknowledges that the Company<br>has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees, and improving its offerings<br>in the field of home health, hospice, private duty and related business. Executive understands and acknowledges that as a result of these efforts, the Company has created and continues to use and create Confidential Information. This Confidential<br>Information provides the Company with a competitive advantage over others in the marketplace. |
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| c. | Disclosure and Use Restrictions. Executive agrees and covenants: (1) to treat all Confidential<br>Information as strictly confidential; (2) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to<br>any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside<br>of the direct employ of the Company except as required in the performance of Executive’s authorized employment duties to the Company acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the<br>limits and to the extent of such duties or consent); and (3) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such<br>documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of Executive’s authorized employment duties to the Company acting on behalf of the Company in each instance<br>(and then, such disclosure shall be made only within the limits and to the extent of such duties or consent). |
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| Executive understands and acknowledges that Executive’s obligations under this Agreement regarding any particular Confidential Information began when Executive first had access to the<br>Confidential Information and shall continue during and after Executive’s employment by the Company until the time that the Confidential Information has become public knowledge other than as a result of Executive’s breach of this Agreement<br>or breach by those acting in concert with Executive or on Executive’s behalf. The restrictions in this Section 9(c) shall survive for ten (10) years after termination of Executive’s employment for all<br>Confidential Information other than trade secrets. Trade secrets shall be protected perpetually, or for so long as the information is a trade secret under applicable law. Executive agrees and covenants that on the Separation Date, Executive shall<br>return to the Company, in good condition, all property of the Company, including, without limitation, any laptop, keys or keycards, work papers, reports, drawings, photographs, negatives, prototypes, and the originals and all copies of any materials<br>which contain, reflect, summarize, describe, analyze or refer or relate to any items of information listed in Section 9(a) of this Agreement, whether in hard copy or generated and maintained on any form of electronic media.<br>Executive will not erase files from, delete information from, “wipe clean” or return to factory settings, any electronic device being returned to the Company. In the event that such items are not so returned, the Company will have the<br>right to charge Executive for all reasonable damages, costs, attorneys’ fees and other expenses incurred in searching for, taking, removing and/or recovering such property. | |
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| d. | Permitted Activities. Nothing in this Agreement or otherwise (i) limits Executive’s right to<br>any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange<br>Act of 1934, as amended (the “Exchange Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, The Sarbanes-Oxley Act of 2002 or any comparable legislation in non-U.S.<br>jurisdictions) or (ii) prevents Executive from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or<br>proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity Executive is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of<br>the Exchange Act or to any comparable government agencies pursuant to applicable legislation in non-U.S. jurisdictions. Additionally, Executive is hereby notified in accordance with the Defend Trade Secrets<br>Act of 2016 that Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state, or local government<br>official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed under seal in a lawsuit or other<br>proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the<br>court proceeding if the Executive (A) files any document containing trade secrets under seal; and (B) does not disclose trade secrets, except pursuant to court order. Executive is not required to obtain the approval of, or give notice to,<br>the Company or any of its representatives to take any action permitted under this Section 9(d). |
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- Restrictive Covenants. In consideration for (a) the Company providing and continuing to provide Confidential Information and trade secrets to Executive, (b) the substantial economic investment made by the Company in the Confidential Information and goodwill of the Company, and/or the business opportunities disclosed or entrusted to Executive, (iii) access to the Company’s customers and clients, and (iv) the Company’s employment of Executive and the compensation and other benefits provided by the Company to Executive, to protect the Company’s Confidential Information and the business goodwill of the Company, Executive agrees to the following restrictive covenants:
| a. | Non-Competition. Executive agrees and covenants, other than in<br>connection with Executive’s duties for the Company, during the Restricted Period (defined below), Executive shall not, and shall not use any Confidential Information to, directly or indirectly, either individually or as a principal, partner,<br>stockholder, manager, agent, advisor, consultant, contractor, volunteer, distributor, employee, lender, investor, or as a director or officer of any corporation, entity or association, or in any other manner or capacity whatsoever, (1) own,<br>control, manage, operate, establish, take steps to establish, lend money to, invest in, solicit investors for, or otherwise provide capital to, or (2) become employed by, own, operate, manage, join, perform services for, consult for, do<br>business with or otherwise engage in, any Competing Business within the Restricted Territory. For purposes of this Agreement, the following definitions shall apply: |
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| (i) | “Restricted Period” means the period of Executive’s employment with the Company and<br>twelve (12) months immediately following the termination of Executive’s employment with the Company. |
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| (ii) | “Restricted Territory” means any geographical area or territory within a 75-mile radius of where the Company and/or any subsidiary of the Company operates and for or within which Executive performed any services for the Company or for which Executive had any responsibility or about which<br>Executive received Confidential Information during the last twenty-four (24) months of Executive’s employment with the Company. |
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| (iii) | “Competing Business” means (x) any business in competition with the Company or engaged in<br>the same or substantially similar business as the Company, including home health, hospice, private duty, personal care, home care, or personal assistance business; (y) any other business in which the Company engages during Executive’s<br>employment and for which Executive performed any services or had any responsibility; and (z) any business the Company contemplated conducting during the last 12 months of Executive’s employment with the Company, as evidenced by the books<br>and records of the Company. |
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Nothing in this Agreement shall prohibit Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment, and that Executive is not a controlling person of, or a member of a group that controls, such corporation.
| b. | Non-Solicitation of Employees. Executive understands and<br>acknowledges that the Company has expended and continues to expend significant time and expense in recruiting and training its employees and that the loss of its employees would cause significant and irreparable harm to the Company. Accordingly,<br>Executive agrees and covenants that during the Restricted Period, Executive shall not, directly or indirectly, solicit, recruit, or attempt to solicit, or recruit, any employee of the Company who is currently employed by the Company or has been<br>employed by the Company in the 6 months preceding the last day of Executive’s employment (each a “Covered Employee”), or induce the termination of employment of any Covered Employee. This<br>non-solicitation provision explicitly covers all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular mail, express mail, telephone, fax, instant<br>message, and social media, provided, however, general solicitation for employment made to the general public through any channel shall not be considered a violation of this Section 10(b). This Section does not restrict or<br>impede, in any way, and shall not be interpreted or understood as restricting or impeding, Executive from engaging in the conduct described in Section 9(d) of this Agreement. |
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| c. | Non-Solicitation of Customers. Executive agrees that during the<br>Restricted Period, other than in connection with Executive’s duties for the Company, Executive shall not, and shall not use any Confidential Information to, directly or indirectly, either as a principal, manager, agent, employee, consultant,<br>officer, director, stockholder, partner, investor or lender or in any other capacity, and whether personally or through other persons, (1) solicit business, or attempt to solicit business, from any Customer or Prospective Customer,<br>(2) interfere with, or attempt to interfere with, the Company’s relationship, contracts or business with any Customer or Prospective Customer, or (3) induce or persuade in any manner, or attempt to induce or persuade, any Customer or<br>Prospective Customer to curtail or cancel any business or contracts with the Company. For purposes of this Section, “Customer or Prospective Customer” means any customer or prospective customer with whom the Company did business<br>during Executive’s employment or whom the Company solicited within the twelve (12) month period preceding Executive’s termination from employment, and whom or which: (1) Executive contacted, called on, serviced or did business<br>with during Executive’s employment with the Company; (2) Executive learned of as a result of Executive’s employment with the Company; or (3) about whom Executive received Confidential Information. This restriction applies only to<br>business which is in the scope of services or products provided by the Company or an affiliate thereof. |
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| d. | Non-Disparagement. Executive agrees and covenants that Executive<br>will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its employees, officers, Customers<br>or Prospective Customers, suppliers, investors, and other associated third parties. This Section does not restrict or impede, in any way, and shall not be interpreted or understood as restricting or impeding, Executive from engaging in the conduct<br>described in Section 9(d) of this Agreement. |
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| e. | Communication of Contents of Agreement. During Executive’s employment with the Company and for<br>twelve (12) months thereafter, Executive will communicate the contents of this Section 10 to any person, firm, association, partnership, corporation or other entity that Executive intends to be employed by, associated<br>with, or represent. |
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- Acknowledgements. Executive acknowledges and agrees that: (a) Executive’s services to be rendered to the Company are of a special and unique character; (b) that Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business, and marketing strategies by virtue of Executive’s employment; (c) that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interests of the Company; and (d) that Executive will be reasonably able to earn a living without violating the terms of this Agreement. Executive understands that the covenants in Section 10 may limit Executive’s ability to engage in certain businesses anywhere in or involving the Restricted Territory during the Restricted Period, but Executive acknowledges that Executive has received and will receive Confidential Information, as well as sufficiently high remuneration and other benefits as an employee of the Company to justify such restrictions. Executive acknowledges that the geographic scope and duration of the restrictions and covenants contained in Section 10 are fair and reasonable in light of (x) the nature and wide geographic scope of the operations of the Company’s business; (y) Executive’s level of control over and contact with the business in the Restricted Territory; and (z) the amount of compensation and Confidential Information that Executive is receiving in connection with Executive’s employment with the Company in an executive-level position. It is the desire and intent of the Company and Executive that the provisions of Section 9 and Section 10 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect. The Company and Executive acknowledge and agree that nothing in this Agreement shall be construed to in any way terminate, supersede, undermine, or otherwise modify the “at-will” status of the employment relationship between the Company and Executive, pursuant to which either the Company or Executive may terminate the employment relationship at any time, with or without cause, and with or without notice.
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Remedies. Executive acknowledges that the restrictions contained in Section 9 and Section 10, in view of the nature of the Company’s businesses, are reasonable and necessary to protect the Company’s legitimate business interests, business goodwill and reputation, and that any violation of these restrictions would result in irreparable injury and continuing damage to the Company. Therefore, Executive agrees that the Company shall be entitled to a temporary restraining order and injunctive relief restraining Executive from the commission of any breach or threatened breach of Section 9 or Section 10, without the necessity of establishing irreparable harm or the posting of a bond, and to recover from Executive damages incurred by the Company as a result of the breach, as well as the Company’s reasonable attorneys’ fees, costs and expenses related to any breach or threatened breach of this Agreement and enforcement of this Agreement. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach, including, without limitation, the recovery of money damages, attorneys’ fees, and costs. The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictive covenants contained in Section 9 or Section 10, or preclude injunctive relief.
Tolling. If Employee violates any of the restrictions contained in Section 10, the Restricted Period shall be suspended and shall not run in favor of Executive until such time that Executive cures the violation to the satisfaction of the Company and the period of time in which Executive is in breach shall be added to the Restricted Period applicable to such covenant(s).
- IP Assignment.
| a. | Ownership and Assignment of Developments. Executive does hereby (i) assign to the Company any<br>Developments and all rights therein, including all patents, copyrights, and other intellectual property rights, and waive all moral rights therein (to the extent legally permissible), and (ii) agree to execute all documents and take all other<br>actions reasonably requested by the Company to evidence, perfect, or maintain the Company’s ownership of the Developments. As used in this Agreement, “Developments” means all inventions, works of authorship, work product and<br>improvements, whether or not patentable or copyrightable, created, conceived, acquired, developed or made by Executive before, on or after the date hereof, either solely or jointly, while in the employ of the Company (including any of its<br>predecessors), and that: (i) relate, at the time of conception or reduction to practice, to the business or actual or anticipated research or development of the Company; (ii) result from any work performed by Executive for the Company; or<br>(iii) were created or otherwise developed on the Company’s time or with the use of any equipment, supplies, facilities, or Confidential Information of the Company. All Developments shall be the property and intellectual property of the<br>Company and are “works made for hire” for purposes of the Company’s rights under copyright laws. |
|---|---|
| b. | Personal Materials. Executive has not and will not use any information or materials that Executive owns<br>(“Personal Materials”) when performing work for the Company, but to the extent that Executive does provide Personal Materials to the Company or uses Personal Materials in connection with her work for the Company, Executive hereby<br>grants the Company a non-exclusive, perpetual, irrevocable, royalty free, fully paid, worldwide, sublicensable, transferable license to use, practice, make, have made, reproduce, modify, create derivative<br>works from, display, and sell any such Personal Materials. |
| --- | --- |
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- Release.
| a. | Executive on behalf of Executive, Executive’s heirs, executors, administrators and assigns, does hereby<br>knowingly and voluntarily release, acquit and forever discharge the Company and any of its subsidiaries, affiliates, divisions, predecessors, successors, assigns, fiduciaries, and past, present and future directors, officers, employees, agents,<br>consultants, attorneys, administrators, trustees, shareholders and representatives (the “Released Parties”) from and against any and all complaints, claims, cross-claims, third-party claims, counterclaims, contribution claims,<br>liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or<br>unforeseen, matured or unmatured, which, at any time up to and including the date on which Executive signs this Agreement, exists, have existed, or may arise from any matter whatsoever occurring, including, but not limited to, (i) any claims<br>arising out of or in any way related to Executive’s employment with the Company or its subsidiaries or affiliates and the conclusion thereof, (ii) all claims for breach of contract, wrongful termination and breach of the implied covenant<br>of good faith and fair dealing, (iii) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress, (iv) all other common law claims, and (v) all claims (including claims for discrimination,<br>harassment, retaliation, attorneys’ fees, expenses or otherwise) that were or could have been asserted by Executive or on Executive’s behalf in any federal, state, or local court, commission or agency, or under any federal, state, local,<br>or other law, regulation, ordinance, constitutional provision, executive order or other source of law, in each case, which Executive, or any of Executive’s heirs, executors, administrators, assigns, affiliates, and agents ever had, now has or<br>at any time hereafter may have, own or hold against any of the Released Parties based on any matter existing on or before the date on which Executive signs this Agreement. Executive acknowledges that in exchange for this release, the Company is<br>providing Executive with total consideration, financial or otherwise, which exceeds what Executive would have been given without the release. Without limiting the foregoing, by executing this Agreement, Executive is waiving, all claims (except for<br>the filing of a charge with an administrative agency) against the Released Parties arising under the Sarbanes-Oxley Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the Worker Adjustment Retraining and Notification Act,<br>the Uniformed Services Employment and Reemployment Rights Act, Federal Executive Order 11246, the Genetic Information Nondiscrimination Act, the Age Discrimination in Employment Act (the “ADEA”), as amended by the Older<br>Workers’ Benefit Protection Act of 1990 (the “OWBPA”), the Employee Retirement Income Security Act of 1974, as amended, and any other law, statute, contract or tort related in any manner to Executive’s employment or<br>termination or separation from employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S. §§ 1981 & 1981a, the Americans with Disabilities Act of 1990, as amended, and the Texas Labor<br>Code, including the Texas Payday Act, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, the |
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| Texas Whistleblower Act, and the Texas Health & Safety Code, each as amended; however, the identification of any specific statute or law shall not limit the scope of the general release<br>of all claims contained in this Section. Nothing herein shall affect Executive’s right to file a claim for workers’ compensation or unemployment insurance benefits or release any party from (A) any obligation under this Agreement,<br>(B) any claim that by law is non-waivable, or (C) any obligation with respect to benefits to which Executive is entitled under any retirement plan of the Company that is intended to be qualified<br>under Section 401(a) of the Code. Executive acknowledges and agrees that this release is essential and material terms of this Agreement and that, without such release, no agreement would have been reached by the parties and no benefits under<br>this Agreement would have been paid. Executive understands and acknowledges the significance and consequences of this release and this Agreement. | |
|---|---|
| b. | EXECUTIVE SPECIFICALLY WAIVES AND RELEASES THE RELEASED PARTIES FROM ALL CLAIMS EXECUTIVE MAY HAVE AS OF THE<br>DATE EXECUTIVE SIGNS THIS AGREEMENT REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. § 621 (“ADEA”). EXECUTIVE FURTHER AGREES: (i) THAT EXECUTIVE’S WAIVER OF<br>RIGHTS UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN COMPLIANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990; (ii) THAT EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (iii) THAT EXECUTIVE’S WAIVER OF RIGHTS IN THIS RELEASE<br>IS IN EXCHANGE FOR CONSIDERATION THAT WOULD NOT OTHERWISE BE OWING TO EXECUTIVE PURSUANT TO ANY PREEXISTING OBLIGATION OF ANY KIND HAD EXECUTIVE NOT SIGNED THIS RELEASE; (iv) THAT EXECUTIVE HEREBY IS AND HAS BEEN ADVISED IN WRITING BY THE<br>COMPANY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (v) THAT THE COMPANY HAS GIVEN EXECUTIVE A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS RELEASE;<br>(vi) THAT EXECUTIVE REALIZES THAT FOLLOWING EXECUTIVE’S EXECUTION OF THIS RELEASE, EXECUTIVE HAS SEVEN (7) DAYS IN WHICH TO REVOKE THIS RELEASE BY WRITTEN NOTICE TO THE UNDERSIGNED, AND (vii) THAT THIS ENTIRE AGREEMENT SHALL BE<br>VOID AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO REVOKE, AND IF EXECUTIVE CHOOSES NOT TO SO REVOKE, THAT THIS AGREEMENT AND RELEASE THEN BECOME EFFECTIVE AND ENFORCEABLE UPON THE EIGHTH DAY AFTER EXECUTIVE SIGNS THIS AGREEMENT.<br> |
| --- | --- |
| c. | Nothing herein shall prevent Executive or any of the Released Parties from filing a charge with an<br>administrative agency, from instituting any action required to enforce the terms of this Agreement, or from challenging the validity of this Agreement. For clarity, Executive is waiving her right to any monetary recovery or relief (including but not<br>limited to reinstatement of employment) should any administrative agency pursue any claims on her behalf, except as otherwise provided in Section 9. In addition, nothing herein shall be construed to prevent Executive from<br>enforcing any rights Executive may have to recover vested benefits under the Employee Retirement Income Security Act of 1974, as amended. |
| --- | --- |
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| d. | Executive represents and warrants that: (i) Executive has not filed or initiated any legal, equitable,<br>administrative, or other proceeding(s) against any of the Released Parties; (ii) no such proceeding(s) have been initiated against any of the Released Parties on Executive’s behalf; (iii) Executive is the sole owner of the actual or<br>alleged claims, demands, rights, causes of action, and other matters that are released in this Section 15; (iv) the same have not been transferred or assigned or caused to be transferred or assigned to any other person,<br>firm, corporation or other legal entity; and (v) Executive has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Agreement. |
|---|---|
| e. | The consideration offered herein is accepted by Executive as being in full accord, satisfaction, compromise and<br>settlement of any and all claims or potential claims, and Executive expressly agrees that Executive is not entitled to and shall not receive any further payments, benefits, or other compensation or recovery of any kind from the Company or any of the<br>other Released Parties except as provided herein. Executive further agrees that in the event of any further proceedings whatsoever based upon any matter released herein, the Company and each of the other Released Parties shall have no further<br>monetary or other obligation of any kind to Executive, including without limitation any obligation for any costs, expenses and attorneys’ fees incurred by or on behalf of Executive, and Executive further agrees that if any person, organization,<br>or other entity should bring a claim against the Company or any of the Released Parties involving any matter or claim covered by the general release of all claims in this Agreement, Executive will not accept any personal relief in any such action,<br>including damages, attorneys’ fees, costs and all other legal or equitable relief. |
| --- | --- |
Taxes. The Company (or its affiliate) may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company (or its affiliate) is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to guarantee any particular tax result for Executive with respect to any payment provided to Executive hereunder, and Executive shall be responsible for any taxes imposed on Executive with respect to any such payment.
Party’s Understanding. Each party acknowledges by signing this Agreement such party has read and understands this document, that such party has conferred with or had opportunity to confer with such party’s attorney regarding the terms and meaning of this Agreement, that such party has had sufficient time to consider the terms provided for in this Agreement, that no representations or inducements have been made to such party except as set forth in this Agreement, and that such party has signed the same KNOWINGLY AND VOLUNTARILY.
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Non-Reliance. Each party represents to the other party that in executing this Agreement they do not rely and have not relied upon any representation or statement not set forth herein made by the other or by any of the other’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement, or otherwise.
Severability of Provisions. In the event that any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement are held to be excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.
Non-Admission of Liability. Each party agrees that neither this Agreement nor the performance by the parties hereunder constitutes an admission by any of the parties of any violation of any federal, state, or local law, regulation, common law, breach of any contract, or any other wrongdoing of any type.
Assignability. The rights and benefits under this Agreement are personal to Executive and such rights and benefits shall not be subject to assignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to the estate or beneficiaries of Executive upon death. The Company may assign this Agreement to any parent, affiliate or subsidiary or any entity which at any time whether by merger, purchase, or otherwise acquires all or substantially all of the assets, stock or business of the Company.
Choice of Law; Venue. This Agreement shall be constructed and interpreted in accordance with the internal laws of the State of Texas without regard to any state’s conflict of law principles. Executive and the Company agree that all legal proceedings concerning this Agreement will be commenced in the state and federal courts sitting in Dallas County, Texas (the “Selected Courts”). Executive and the Company irrevocably submit to the exclusive jurisdiction of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith, and irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that she or it is not personally subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper or inconvenient venue for such proceeding.
Waiver of Jury Trial. WITH RESPECT TO ANY DISPUTE BETWEEN EXECUTIVE AND THE COMPANY ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, EXECUTIVE AGREES TO RESOLVE SUCH DISPUTE(S) BEFORE A JUDGE OF COMPETENT JURISDICTION SITTING WITHOUT A JURY. EACH PARTY HAS KNOWLEDGE OF THIS PROVISION AND HEREBY WAIVES THE RIGHT TO TRIAL BY JURY.
Entire Agreement. This Agreement sets forth all the terms and conditions with respect to compensation, remuneration of payments and benefits due Executive from the Company and supersedes and replaces any and all other agreements or understandings Executive may have or may have had with respect thereto. This Agreement may not be modified or amended except in writing and signed by both Executive and an authorized representative of the Company.
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- Notice. Any notice to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail, return receipt requested, addressed as follows:
To Executive at:
Barbara Jacobsmeyer
1131 Whitmore Drive
Weldon Springs, Missouri 63304
With a copy to (which shall not constitute notice):
Condon Tobin Sladek Sparks Nerenberg PLLC
Attn: Dustin H. Sparks, Member
8080 Park Lane, Suite 1700
Dallas, Texas 75231
Email: dsparks@condontobin.com
To the Company at:
Advanced Homecare Management, LLC d/b/a Enhabit Home Health & Hospice
Attn: Dylan Black, General Counsel
6688 N. Central Expressway, Suite 1300
Dallas, Texas 75206
Email: Dylan.Black@ehab.com
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| EXECUTIVE |
|---|
| /s/ Barbara A. Jacobsmeyer |
| Barbara A. Jacobsmeyer |
ADVANCED HOMECARE MANAGEMENT, LLC D/B/A ENHABIT HOME HEALTH
& HOSPICE
| /s/ Dylan C. Black |
|---|
| By: Dylan C. Black<br> <br>Title: General Counsel and<br>Secretary |
[Signature page toTransition, Separation and Release Agreement]
EX-10.2
Exhibit 10.2
ENHABIT, INC.
NOTICE OFGRANT OF RESTRICTED STOCK UNITS
(Special Grant)
Enhabit, Inc. (the “Company”) hereby grants to the Participant the number of Restricted Stock Units (“RSUs”) set forth below under the Enhabit, Inc. 2025 Equity and Incentive Compensation Plan (the “Plan”). **** The RSUs are subject to all of the terms and conditions in this Notice of Grant of Restricted Stock Units (this “Grant Notice”), in the Restricted Stock Units Agreement attached hereto (the “Agreement”) and in the Plan. Capitalized terms used, but not otherwise defined, in this Grant Notice will have the meanings given to such terms in the Plan or Agreement, and the Plan and the Agreement are hereby incorporated by reference into this Grant Notice. If there are any inconsistencies between this Grant Notice or the Agreement and the Plan, the terms of the Plan shall govern.
| Participant: | |
|---|---|
| Type of Grant: | Restricted Stock Units |
| Date of Grant: | |
| Number of RSUs: | |
| Vesting Schedule: | Subject to the conditions set forth in the Agreement, including but not limited to the Participant’s continuous employment with the Company or a Subsidiary until the applicable vesting date, the RSUs shall vest in full on<br>December 31, 2026 (the “Vesting Date”). |
ENHABIT, INC.
Restricted Stock Units Agreement
Enhabit, Inc. (the “Company”) has granted, pursuant to the Enhabit, Inc. 2025 Equity and Incentive Compensation Plan (the “Plan”), to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement is attached (together with the Grant Notice, this “Agreement”) an award of Restricted Stock Units as set forth in such Grant Notice, subject to the terms and conditions set forth in this Agreement.
- Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Plan. Notwithstanding anything in the Plan to the contrary, as used herein:
| (a) | “Cause” shall have the meaning set forth in any individual employment, severance or similar<br>agreement between the Company (or any of its subsidiaries) and the Participant, or in the event that the Participant is not a party to such an agreement, Cause shall mean: |
|---|---|
| (i) | the Company’s procurement of evidence of the Participant’s act of fraud, misappropriation, or<br>embezzlement with respect to the Company or any of its subsidiaries; |
| --- | --- |
| (ii) | the Participant’s indictment for, conviction of, or plea of guilty or no contest to, any misdemeanor<br>involving moral turpitude or any felony (other than a minor traffic violation); |
| --- | --- |
| (iii) | the suspension or debarment of the Participant or of the Company or any of its affiliated companies or entities<br>as a direct result of any willful or grossly negligent act or omission of the Participant in connection with his or her employment with the Company or any of its subsidiaries from participation in any federal or state health care program. For<br>purposes of this clause (iii), the Participant shall not have acted in a “willful” manner if the Participant acted, or failed to act, in a manner that he or she believed in good faith to be in, or not opposed to, the best interests of the<br>Company or any of its subsidiaries; |
| --- | --- |
| (iv) | the Participant’s admission, or finding by a court or the United States Securities and Exchange Commission<br>(“SEC”) (or a similar agency of any applicable state), of liability for the violation of any “Securities Laws” (as hereinafter defined) (excluding any technical violations of the Securities Laws which are not criminal in<br>nature). As used herein, the term “Securities Laws” means any federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act of 1933 and the Exchange Act;<br> |
| --- | --- |
| (v) | a formal indication from any agency or instrumentality of any state or the United States of America, including<br>but not limited to the United States Department of Justice, the SEC or any committee of the United States Congress that the Participant is a target or the subject of any investigation or proceeding into the actions or inactions of the Participant<br>for a violation of any Securities Laws (excluding any technical violations of the Securities Laws which are not criminal in nature); |
| --- | --- |
| (vi) | the Participant’s failure after reasonable prior written notice from the Company or any of its<br>subsidiaries to comply with any valid and legal directive of the Chief Executive Officer of the Company or the Board that is not remedied within thirty (30) days of the Participant being provided written notice thereof from the Company;<br> |
| --- | --- |
| (vii) | any willful or gross misconduct by the Participant in connection with the Participant’s duties to the<br>Company which, in the reasonable good faith judgment of the Board, could reasonably be expected to be materially injurious to the financial condition or business reputation of the Company or its subsidiaries or affiliates; or |
| --- | --- |
| (viii) | other than as provided in clauses (i) through (vii) above, the Participant’s breach of any material<br>provision of any employment agreement or other material agreement with the Company, if applicable, or the Participant’s breach of or failure to perform the material duties and responsibilities of the Participant’s job, that is not remedied<br>within thirty (30) days or repeated breaches of a similar nature, such as the failure to report to work, comply with a Company policy, perform duties when or as directed, all as provided herein, which shall not require additional notices as<br>provided in clauses (i) through (vii) above. |
| --- | --- |
| (b) | “Good Reason” means any of the following actions or failures to act, but in each case only if<br>it occurs while the Participant is employed by the Company and then only if it is not consented to by the Participant in writing: |
| --- | --- |
| (i) | assignment of a position that is of a lesser rank than held by the Participant prior to the assignment and that<br>results in a material adverse change in the Participant’s reporting position, duties or responsibilities or title or elected or appointed offices as in effect immediately prior to the effective date of such change; |
| --- | --- |
| (ii) | a material reduction in the Participant’s total compensation. For purposes of this clause (ii),<br>“total compensation” shall mean the sum of base salary, target bonus opportunity and the opportunity to receive compensation in the form of equity in the Company. Notwithstanding the foregoing, a reduction will not be deemed to have<br>occurred hereunder on account of (A) any change to a plan term other than ultimate target bonus opportunity or target equity opportunity, (B) the actual payout of any bonus amount or equity amount, (C) any reduction resulting from<br>changes in the market value of securities or other instruments paid or payable to the Participant, or (D) any reduction in the total compensation of a group of similarly situated participants that includes the Participant;<br> |
| --- | --- |
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| (iii) | any change in the Participant’s status as a participant under any Change in Control compensation plan of<br>the Company if such change in status occurs during the period beginning six (6) months prior to a Change in Control and ending twenty-four (24) months after a Change in Control; or |
|---|---|
| (iv) | any change of more than fifty (50) miles in the location of the principal place of employment of the<br>Participant immediately prior to the effective date of such change. |
| --- | --- |
For purposes of this definition, none of the actions described in clauses (i) through (iv) above shall constitute “Good Reason” if taken for Cause. Additionally, none of the actions described in clauses (i) through (iv) above shall constitute “Good Reason” if remedied by the Company within thirty (30) days after receipt of written notice thereof given by the Participant (or, if the matter is not capable of remedy within thirty (30) days, then within a reasonable period of time following such thirty (30) day period, provided that the Company has commenced such remedy within said thirty (30) day period); provided that “Good Reason” shall cease to exist for any action described in clauses (i) through (iv) above on the sixtieth (60th) day following the later of the occurrence of such action or the Participant’s knowledge thereof, unless the Participant has given the Company written notice thereof prior to such date.
Grant of RSUs. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company has granted to the Participant, as of the Date of Grant, the number of **** RSUs set forth in the Grant Notice. Each RSU shall represent the right of the Participant to receive one share of Common Stock subject to and upon the terms and conditions of this Agreement.
Restrictions on Transfer of RSUs. Subject to Section 15 of the Plan, neither the RSUs evidenced hereby nor any interest therein or in the shares of Common Stock underlying such RSUs shall be transferable prior to payment to the Participant pursuant to Section 6 hereof other than by will or pursuant to the laws of descent and distribution.
Vesting of RSUs.
| (a) | The RSUs shall vest on the Vesting Date. Any RSUs that do not so become vested will be forfeited, including,<br>except as provided in Sections 4(b), 4(c) or 4(d) below, if the Participant ceases to be continuously employed by the Company or a Subsidiary for any reason prior to the Vesting Date. For<br>purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Participant’s employment with the Company or a Subsidiary. Continuous employment shall<br>not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries. |
|---|
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| (b) | Notwithstanding Section 4(a) above, upon a termination of the<br>Participant’s employment as a result of the Participant’s death or Disability, in each case prior to the Vesting Date, the RSUs (to the extent not previously vested) shall vest in full. |
|---|---|
| (c) | Notwithstanding Section 4(a) above, upon a termination of the<br>Participant’s employment as a result of a termination by the Company or a Subsidiary without Cause or by the Participant for Good Reason prior to the Vesting Date, the RSUs (to the extent not previously vested) shall vest in full.<br> |
| --- | --- |
| (d) | Notwithstanding Section 4(a) above, in the event of a Change in<br>Control that occurs prior to the Vesting Date, the RSUs shall become vested and payable in accordance with Section 5 below. |
| --- | --- |
- Effect of a Change in Control.
| (a) | Notwithstanding Section 4(a) above, if at any time before the<br>Vesting Date or forfeiture of the RSUs, and while the Participant is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then all of the RSUs (to the extent not previously vested) will become vested, except to the<br>extent that a Replacement Award is provided to the Participant in accordance with Section 5(b) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”),<br>immediately prior to (and contingent upon) the Change in Control. |
|---|---|
| (b) | For purposes of this Agreement, a “Replacement Award” means an award (i) of the same type<br>(i.e., time-based restricted stock units) as the Replaced Award, (ii) that has a value at least equal to the value of the Replaced Award, (iii) that relates to publicly traded equity securities of the Company or its successor in the<br>Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (iv) if the Participant is subject to U.S. federal income tax under the Code, the tax consequences of which to such<br>Participant under the Code are not less favorable to such Participant than the tax consequences of the Replaced Award, and (v) the other terms and conditions of which are not less favorable to the Participant than the terms and conditions of<br>the Replaced Award (including the provisions that would apply in the event of a subsequent termination of employment or change in control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement<br>Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding<br>sentences are satisfied. The determination of whether the conditions of this paragraph are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. |
| --- | --- |
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- Form and Time of Payment of RSUs.
| (a) | Payment for the RSUs, after and to the extent they have become vested, shall be made in the form of one share<br>of Common Stock for each vested RSU. Such payment shall be made as soon as administratively practicable following (but no later than thirty (30) days following) the date that the RSUs become vested pursuant to<br>Section 4 or Section 5 hereof. |
|---|---|
| (b) | In all events, payment for the RSUs (to the extent vested) shall be made within the short-term deferral period<br>for purposes of Section 409A of the Code. |
| --- | --- |
| (c) | The Company’s obligations to the Participant with respect to the RSUs will be satisfied in full upon the<br>issuance of shares of Common Stock corresponding to such RSUs. |
| --- | --- |
- No Dividend Equivalents; Voting and OtherRights.
| (a) | The Participant shall have no rights of ownership in the shares of Common Stock underlying the RSUs, no rights<br>to dividends with respect to such shares, and no right to vote the shares of Common Stock underlying the RSUs until the date on which the shares of Common Stock underlying the RSUs are issued or transferred to the Participant pursuant to<br>Section 6 above. |
|---|---|
| (b) | The obligation of the Company under this Agreement will be merely that of an unfunded and unsecured promise of<br>the Company to deliver shares of Common Stock in the future, and the rights of the Participant will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the<br>Company under this Agreement. |
| --- | --- |
Adjustments. The number of shares of Common Stock issuable for each RSU and the other terms and conditions of the grant evidenced by this Agreement are subject to mandatory adjustment, including as provided in Section 11 of the Plan.
Taxes. To the extent that the Company is required to withhold federal, state, local, or foreign taxes or other amounts in connection with any payment made or benefit realized by the Participant under this Agreement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld. If the Participant’s benefit is to be received in the form of shares of Common Stock, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. The shares of Common Stock used for tax or other withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the benefit is to be included in the Participant’s income. In no event will the market value of Common Stock to be withheld pursuant to this Section 9 to satisfy applicable withholding taxes or other amounts exceed the minimum amount of taxes required to be withheld. **** Notwithstanding any other provision of this Agreement, the Company shall not be obligated to guarantee any particular tax result for the Participant with respect to any payment provided to the Participant hereunder, and the Participant shall be responsible for any taxes imposed on the Participant with respect to any such payment.
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Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, that notwithstanding any other provision of the Plan and this Agreement, the Company shall not be obligated to issue any shares of Common Stock pursuant to this Agreement if the issuance thereof would result in a violation of any such law.
Compliance WithSection 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with or be exempt from the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Participant). Notwithstanding the foregoing, the Company is not guaranteeing any particular tax outcome, and the Participant shall remain solely liable for any and all tax consequences associated with the RSUs.
Interpretation. Any reference in this Agreement to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
No Right to Future Awards or Employment . The grant of the RSUs under this Agreement to the Participant is a voluntary, discretionary award being made on a one-time basis and it does not constitute a commitment to make any future awards. The grant of the RSUs and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing contained in this Agreement shall confer upon the Participant any right to be employed or remain employed by the Company or any of its Subsidiaries, nor limit or affect in any manner the right of the Company or any of its Subsidiaries to terminate the employment or adjust the compensation of the Participant.
Relation to Other Benefits. Any economic or other benefit to the Participant under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Participant may be entitled under any other compensatory arrangement maintained by the Company or any of its Subsidiaries.
Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of the Participant under this Agreement without the Participant’s written consent, and the Participant’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or Section 10D of the Exchange Act.
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Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
Relation to Plan. The RSUs granted under this Agreement and all of the terms and conditions hereof are subject to all of the terms and conditions of the Plan. In the event of any inconsistency between this Agreement and the Plan, the terms of the Plan will govern. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions which arise in connection with this Agreement.
Compensation Recovery Policy. Notwithstanding anything in this Agreement to the contrary, the Participant acknowledges and agrees that this Agreement and the award described herein are subject to the terms and conditions of the Company’s clawback policy (if any) as may be in effect from time to time and applicable to the Participant and the RSUs, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Stock may be traded) (the “Compensation Recovery Policy”), and that applicable sections of this Agreement and any related documents shall be superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.
Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
Governing Law . This Agreement shall be governed by and construed with the internal substantive laws of the State of Delaware, without giving effect to any principle of law that would result in the application of the law of any other jurisdiction.
Successors and Assigns. Without limiting Section 3 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Participant, and the successors and assigns of the Company.
Acknowledgement. The Participant acknowledges that the Participant (a) has received a copy of the Plan, (b) has had an opportunity to review the terms of this Agreement and the Plan, (c) understands the terms and conditions of this Agreement and the Plan and (d) agrees to such terms and conditions. Nothing in this Agreement prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year indicated below.
| ENHABIT, INC. |
|---|
| By: |
| Name: |
| Title: |
| Date: |
| Participant Acknowledgment and Acceptance |
|---|
| By: |
| Print Name: |
| Date: |
EX-10.3
Exhibit 10.3
ENHABIT, INC.
_________________, 2025
PERSONAL ANDCONFIDENTIAL
Dear [___________]:
This letter agreement (this “Agreement”) sets forth the terms and conditions pursuant to which Enhabit, Inc. (the “Company”) is offering you a retention bonus in the amount of $[_____] (the “Bonus”), including the eligibility requirements you must satisfy in order to receive the Bonus. You acknowledge and agree that the Company’s obligations under this Agreement may be satisfied by any affiliate of the Company.
| 1. | Eligibility. |
|---|---|
| (a) | You will be eligible to receive the Bonus if you remain continuously employed by the Company or any of its<br>subsidiaries through December 31, 2026 (the “Retention Date”). For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of your<br>employment with the Company or one of its subsidiaries. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its subsidiaries. If your continuous employment with the<br>Company and its subsidiaries terminates for any reason, other than those described in Section 1(b), prior to Retention Date, you will not be entitled to receive the Bonus. |
| --- | --- |
| (b) | Notwithstanding Section 1(a) above, in the event that your continuous employment with the Company and its<br>subsidiaries ends prior to the Retention Date as a result of a Qualifying Termination (as defined below), then the Bonus shall immediately be deemed earned as of the date of such Qualifying Termination. |
| --- | --- |
| 2. | Definitions. |
| --- | --- |
| (a) | “Cause” shall have the meaning set forth in any individual employment, severance or similar<br>agreement between the Company (or any of its subsidiaries) and you, or in the event that you are not a party to such an agreement, Cause shall mean: |
| --- | --- |
| (i) | the Company’s procurement of evidence of your act of fraud, misappropriation, or embezzlement with respect<br>to the Company or any of its subsidiaries; |
| --- | --- |
| (ii) | your indictment for, conviction of, or plea of guilty or no contest to, any misdemeanor involving moral<br>turpitude or any felony (other than a minor traffic violation); |
| --- | --- |
| (iii) | the suspension or debarment of you or of the Company or any of its affiliated companies or entities as a direct<br>result of any willful or grossly negligent act or omission of you in connection with your employment with the Company or any of its subsidiaries from participation in any federal or state health care program. For purposes of this clause (iii), you<br>shall not have acted in a “willful” manner if you acted, or failed to act, in a manner that you believed in good faith to be in, or not opposed to, the best interests of the Company or any of its subsidiaries; |
| --- | --- |
| (iv) | your admission, or finding by a court or the United States Securities and Exchange Commission<br>(“SEC”) (or a similar agency of any applicable state), of liability for the violation of any “Securities Laws” (as hereinafter defined) (excluding any technical violations of the Securities Laws which are not criminal in<br>nature). As used herein, the term “Securities Laws” means any federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act of 1933, as amended, and the<br>Securities Exchange Act of 1934, as amended; |
| --- | --- |
| (v) | a formal indication from any agency or instrumentality of any state or the United States of America, including<br>but not limited to the United States Department of Justice, the SEC or any committee of the United States Congress that you are a target or the subject of any investigation or proceeding into the actions or inactions of you for a violation of any<br>Securities Laws (excluding any technical violations of the Securities Laws which are not criminal in nature); |
| --- | --- |
| (vi) | your failure after reasonable prior written notice from the Company or any of its subsidiaries to comply with<br>any valid and legal directive of the Chief Executive Officer of the Company or the Board that is not remedied within thirty (30) days of you being provided written notice thereof from the Company; |
| --- | --- |
| (vii) | any willful or gross misconduct by you in connection with your duties to the Company which, in the reasonable<br>good faith judgment of the Board, could reasonably be expected to be materially injurious to the financial condition or business reputation of the Company or its subsidiaries or affiliates; or |
| --- | --- |
| (viii) | other than as provided in clauses (i) through (vii) above, your breach of any material provision of any<br>employment agreement or other material agreement with the Company, if applicable, or your breach of or failure to perform the material duties and responsibilities of your job, that is not remedied within thirty (30) days or repeated breaches of<br>a similar nature, such as the failure to report to work, comply with a Company policy, perform duties when or as directed, all as provided herein, which shall not require additional notices as provided in clauses (i) through (vii) above.<br> |
| --- | --- |
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| (b) | “Change in Control” has the meaning set forth in the Company’s 2022 Omnibus Performance<br>Incentive Plan. |
|---|---|
| (c) | “Good Reason” shall mean any of the following actions or failures to act, but in each case<br>only if it occurs while you are employed by the Company and then only if it is not consented to by you in writing: |
| --- | --- |
| (i) | assignment of a position that is of a lesser rank than held by you prior to the assignment and that results in<br>a material adverse change in your reporting position, duties or responsibilities or title or elected or appointed offices as in effect immediately prior to the effective date of such change; |
| --- | --- |
| (ii) | a material reduction in your total compensation. For purposes of this clause (ii), “total<br>compensation” shall mean the sum of base salary, target bonus opportunity and the opportunity to receive compensation in the form of equity in the Company. Notwithstanding the foregoing, a reduction will not be deemed to have occurred hereunder<br>on account of (A) any change to a plan term other than ultimate target bonus opportunity or target equity opportunity, (B) the actual payout of any bonus amount or equity amount, (C) any reduction resulting from changes in the market<br>value of securities or other instruments paid or payable to you, or (D) any reduction in the total compensation of a group of similarly situated employees that includes you; |
| --- | --- |
| (iii) | any change in your status as a participant under any change in control compensation plan of the Company if such<br>change in status occurs during the period beginning six (6) months prior to a change in control and ending twenty-four (24) months after a change in control; or |
| --- | --- |
| (iv) | any change of more than fifty (50) miles in the location of your principal place of employment immediately<br>prior to the effective date of such change. |
| --- | --- |
For purposes of this definition, none of the actions described in clauses (i) through (iv) above shall constitute “Good Reason” if taken for Cause. Additionally, none of the actions described in clauses (i) through (iv) above shall constitute “Good Reason” if remedied by the Company within thirty (30) days after receipt of written notice thereof given by you (or, if the matter is not capable of remedy within thirty (30) days, then within a reasonable period of time following such thirty (30) day period, provided that the Company has commenced such remedy within said thirty (30) day period); provided that “Good Reason” shall cease to exist for any action described in clauses (i) through (iv) above on the sixtieth (60th) day following the later of the occurrence of such action or your knowledge thereof, unless you have given the Company written notice thereof prior to such date.
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| (d) | “Disability” means a physical or mental condition which is expected to result in death or can<br>be expected to last for a continuous period of not less than twelve (12) months and which renders you incapable of performing the work for which you are employed or similar work, as evidenced by eligibility for and actual receipt of benefits<br>payable under a group disability plan or policy maintained by the Company or any of its subsidiaries that is by its terms applicable you. |
|---|---|
| (e) | “Qualifying Termination” means the termination of your employment as a result of (i) your<br>death, (ii) your Disability, (iii) the Company or any of its affiliates terminating your employment without Cause, or (iv) your resignation for Good Reason. |
| --- | --- |
Payment of the Bonus. Subject to your satisfaction of the eligibility requirements in Section 1 above, and except as provided in Section 7 below, the Company will pay you the Bonus in a lump sum in cash within 30 days following the Retention Date (or in the event your employment ends as a result of a Qualifying Termination prior to the Retention Date, the full Bonus will be paid within 30 days following the date of such Qualifying Termination).
At-Will Employment. Your opportunity to receive the Bonus pursuant to this Agreement does not imply any obligation with respect to your continued employment of any kind with the Company or any of its affiliates. Your employment continues to be “at-will.” The Company, or any of its affiliates, has the right to terminate your employment at any time, for any reason, and with or without advance notice.
Tax Withholding. The Company (or any of its affiliates) may withhold from the Bonus all federal, state, city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to guarantee any particular tax result for you with respect to any payment provided to you hereunder, and you shall be responsible for any taxes imposed on you with respect to any such payment.
Confidentiality. The provisions of this Agreement are confidential. You shall not disclose, publicize, or discuss any of the terms or conditions of the Bonus with anyone except your spouse, if any, and your attorney, financial advisor and/or tax advisor to the extent necessary for such advisor to render appropriate legal, financial and tax advice. In the event you disclose any of the terms or conditions of the Bonus to your spouse, attorney, financial advisor and/or tax advisor, it shall be your duty to advise such persons of the confidential nature of the Bonus and to direct them not to disclose, publicize, or discuss any of the terms or conditions of the Bonus with any other person.
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Change in Control. In the event of a Change in Control that occurs prior to the Retention Date, the obligation of the Company to pay you the Bonus under this Agreement will be continued or assumed by the surviving company in such Change in Control and paid in accordance with Section 3 of this Agreement. Notwithstanding the foregoing, in the event that you remain continuously employed by the Company or any of its subsidiaries through the date of a Change in Control and the surviving company in such Change in Control does not agree to continue or assume the obligation to pay you the Bonus, then, notwithstanding anything in this Agreement to the contrary, the Company will pay you the full Bonus on the date of such Change in Control.
Complete Agreement. This Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.
Please indicate your agreement to the terms set forth herein by executing this letter in the space provided below.
| Very truly yours, | |
|---|---|
| ENHABIT, INC. | |
| By: | |
| Name: | |
| Title: | |
| Accepted and Agreed: | |
| --- | |
| By: | |
| Name: | |
| Title: |
5
EX-99.1
Exhibit 99.1
Enhabit Home Health & Hospice Announces CEO Transition Plan
Barb Jacobsmeyer to Step Down; Board Commencing Thorough Search for Successor
DALLAS – August 6, 2025 — Enhabit, Inc. (NYSE: EHAB), a leading home health and hospice provider, today announced that Barb Jacobsmeyer, president and CEO, and a member of the board of directors, intends to step down from these roles in July 2026, or upon the appointment of a successor. The company has initiated a leadership succession plan with Jacobsmeyer’s full support to ensure a smooth transition.
The board has retained Russell Reynolds Associates, a leading executive search firm, to assist in a comprehensive search process to identify the company’s next CEO.
“I am honored to have served as the first CEO of Enhabit and to have been part of the steady progress we have made together over the past several years,” said Jacobsmeyer. “The leadership team and our entire workforce is second-to-none, and I have been inspired by our team’s commitment to providing high-quality, compassionate care for our patients. I am confident in Enhabit’s strategy and believe we are well-positioned to capitalize on the opportunities ahead and create shareholder value.”
“On behalf of the board, I am sincerely grateful for Barb’s exceptional leadership, partnership and dedication to the company and the patients we serve,” said Jeffrey Bolton, chairman of Enhabit’s board of directors. “Barb has helped to stabilize the business during her tenure and enabled the company to build on our momentum. As we seek the right successor to drive our next phase of growth, we are committed to a smooth transition and remain focused on executing our mission.”
Second Quarter2025 Results and Conference Call
In a separate press release issued today, Enhabit released its financial results for the second quarter of 2025. The company will detail its results via a webcast scheduled to begin at 10 a.m. EDT on Aug. 7, 2025. A link to the webcast of the conference call and online replay can be found on Enhabit’s investor website.
About Enhabit Home Health & Hospice
Enhabit Home Health & Hospice (Enhabit, Inc.) is a leading national home health and hospice provider working to expand what’s possible for patient care in the home. Enhabit’s team of clinicians supports patients and their families where they are most comfortable, with a nationwide footprint spanning 249 home health locations and 114 hospice locations across 34 states. Enhabit leverages advanced technology and compassionate teams to deliver extraordinary patient care. For more information, visit enhabit.com.
Media contact
Erin Volbeda
media@ehab.com
972-338-5141
Investor relations contact
Bob Okunski
investorrelations@ehab.com
469-860-6061