Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 20 107K
2: EX-10.2 Amendment to Loan Agreement 7 24K
3: EX-10.6 Board Action by Consent 6 20K
4: EX-13.1 1995 Annual Report 31 132K
5: EX-22.1 List of Subsidiaries 3 13K
6: EX-27 Article 5 FDS 2 8K
7: EX-99 Rotech Notice & Proxy 8 41K
EX-10.6 — Board Action by Consent
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EXHIBIT 10.6
ROTECH MEDICAL CORPORATION
BOARD OF DIRECTORS ACTION BY CONSENT
THE UNDERSIGNED, being all of the members of the Board of Directors of
ROTECH MEDICAL CORPORATION, a Florida corporation, hereby consent to the
following action by the Board of Directors of Corporation and instruct the
Secretary of Corporation to enter this certificate into the minutes of the
proceedings of the Board:
"WHEREAS, the shareholders of the Corporation adopted the Restricted
Stock Plan for Non-Employee Directors on December 4, 1992 (the "Plan"); and
WHEREAS, the Board, pursuant to Section 4(c) of the Plan, desires to
amend the Plan in the manner hereinafter set forth;
NOW THEREFORE, BE IT RESOLVED that the dollar value specified in Section
2(a) of the Plan to be used to calculate that number of stock units to be
credited to each director, be increased from $2,500 to $5,000 effective
immediately, and that Section 2(a) reflect such amendment by being restated as
follows:
(a) As of the date of each Annual Meeting of Shareholders of
RoTech at which an Eligible Director is elected to serve as a director
until the following Annual Meeting of Shareholders, there shall be
credited to such Eligible Director's Account that number of stock units
(including fractional units) determined by dividing $5,000 by the
average of the last reported sale prices per share of RoTech Stock as
quoted on the NASDAQ National Market System for the five business days
following the date of such Annual Meeting of Shareholders."
EXECUTION of this certificate by the undersigned, being all of the
members of the Board of Directors, pursuant to Section 607.0704 of the Florida
Statutes, waives any requirement of a formal meeting of the Board to conduct the
business referred to herein.
DATED as of the 9th day of December, 1994.
/s/ William P. Kennedy
--------------------------------
WILLIAM P. KENNEDY, Director
/s/ William A. Walker II
--------------------------------
WILLIAM P. WALKER II, Director
/s/ Leonard E. Williams
--------------------------------
LEONARD E. WILLIAMS, Director
/s/ Jack T. Weaver
--------------------------------
JACK T. WEAVER, Director
/s/ Stephen P. Griggs
--------------------------------
STEPHEN P. GRIGGS, Director
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APPENDIX A
ROTECH MEDICAL CORPORATION
RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
SECTION 1. Introduction.
-------------
The RoTech Medical Corporation Restricted Stock Plan for Non-Employee
Directors ("Plan") provides deferred compensation for those Directors of RoTech
Medical Corporation ("RoTech") not employed by RoTech or any of its subsidiaries
or affiliates ("Eligible Directors") as a supplement to any future cash
retainers and attendance fees, and is expected to encourage qualified
individuals to accept nominations as RoTech Directors and to strengthen the
mutuality of interest between RoTech's non-employee Directors and RoTech's other
shareholders. Benefits under the Plan are payable in the form of shares of
RoTech Common Stock ("RoTech Stock"). The Plan shall be unfunded and benefits
distributed under the Plan ("Plan Benefits") shall be paid only from the general
assets of RoTech. All shares of RoTech stock held under the Plan shall, prior to
their distribution to an Eligible Director, remain subject to the claims of
RoTech's creditors. The Plan is effective immediately upon approval by the
shareholders of RoTech.
SECTION 2. Stock Unit Accounts.
--------------------
The Secretary of RoTech shall maintain a stock Unit Account ("Account")
for each Eligible Director. Stock units will be credited to each such Account as
follows:
(a) As of the date of each Annual Meeting of Shareholders of
RoTech at which an Eligible Director is elected to serve as a director until the
following Annual Meeting of Shareholders, there shall be credited to such
Eligible Director's Account that number of stock units (including fractional
units) determined by dividing $2,500 by the average of the last reported sale
prices per share of RoTech Stock as quoted on the NASDAQ National Market System
for the five business days following the date of such Annual Meeting of
Shareholders.
(b) As of each date on which any cash dividend is paid on RoTech
Stock, there shall be credited to each Account that number of stock units
(including fractional units) determined by (i) multiplying the amount of such
dividend (per share) by the number of stock units in such Account; and (ii)
dividing the total so determined by the average of the last reported sale prices
per share of RoTech Stock as quoted on the NASDAQ National Market System for the
five business days following the date of payment of such cash dividend. The
additions to an Eligible Director's Account pursuant to this Section 2(b) shall
continue
until the Eligible Director's Plan Benefit is forfeited or fully paid.
SECTION 3. Plan Benefits.
--------------
(a) Form. the plan benefit of an eligible director shall consist of
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shares of RoTech stock equal in number to the stock units in the Eligible
Director's Account. Any fractional stock unit shall be paid in cash.
(b) Distribution.
-------------
(i) The Plan Benefit of an Eligible Director shall be
distributed in five annual installments commencing on the January 1 following
the termination of the Eligible Director's service as a Director of RoTech. The
first installment shall be measured by one-fifth of the stock units in the
Eligible Director's Account as of the distribution date, and the second through
fifth annual installments shall be measured by one-fourth, one-third, one-half
and all, respectively, of the stock units in the Eligible Director's Account as
of the date of each distribution.
(ii) Notwithstanding Section 3(b)(i), no distribution of a Plan
Benefit shall commence prior to the January 1 following the attainment of age 62
by the Eligible Director.
(iii) Notwithstanding Sections 3(b)(i) and (ii), in the case of
the death of an Eligible Director, the balance of any Plan Benefit shall be
distributed, within a reasonable time as determined by RoTech, after the
Eligible Director's death to the Eligible Director's beneficiary or
beneficiaries, as specified by the Eligible Director on a form furnished by and
filed with the Secretary of RoTech. If no beneficiary has been designated by the
Eligible Director or if no beneficiary survives the Eligible Director, the
undistributed balance of his or her Plan Benefit shall be distributed to the
Eligible Director's surviving spouse as beneficiary if such spouse is still
living or, if not living, in equal shares to the then living children of the
Eligible Director as beneficiaries or, if none, to the Eligible Director's
estate as beneficiary.
(iv) The entire Plan Benefit of an Eligible Director shall be
forfeited if an eligible Director's service as a Director shall terminate, for
any reason whatsoever, before such Eligible Director has served for five years;
provided, however, that such forfeiture shall not apply if the Eligible Director
dies or reaches age 72 while serving as a Director of RoTech. Years of service
as a director of RoTech prior to the effective date of the Plan shall be taken
into account. If an Eligible Director whose Plan Benefit is forfeited under this
Section 3(b)(iv) resumes service as a Director, his or her Plan Benefit
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as of the date of forfeiture shall be restored as of the date such resumed
service begins.
(v) If an Eligible Director shall, for any reason other than
death, cease to serve as a Director of RoTech prior to any Annual Meeting of the
Shareholders of RoTech, there shall be forfeited (A) the portion of the Eligible
Director's Plan Benefit represented by the most recent stock units credited to
his or her Account in accordance with Section 2(a); and (B) all stock units
credited to his or her Account in accordance with Section 2(b) on account of
stock units required to be forfeited by clause (A). Stock units forfeited under
this Section 3(b)(v) will be restored in the event the Eligible Director resumes
service as a Director prior to any Annual Meeting of the Shareholders of RoTech
if the number of calendar days of service as a Director after the Annual Meeting
date as of which the forfeited stock units were awarded and prior to the next
Annual Meeting date as of which a new grant of stock units is made to such
Director is greater than 182.
SECTION 4. General.
--------
(a) Except as provided in Section 3(b)(iii), no payment of any Plan
Benefit of an Eligible Director shall by such Eligible Director or his or her
creditor be anticipated, assigned, attached, garnished, optioned, transferred or
made subject to any creditor's process, whether voluntarily or involuntarily or
by operation of law. Any act in violation of this subsection shall be void.
(b) To the extent required by applicable federal, state or local law,
the recipient of any payment or distribution under the Plan shall make
arrangements satisfactory to RoTech for the satisfaction of any withholding or
employment tax obligations that may arise by reason of the crediting of stock
units or the distribution of any part of a Plan Benefit.
(c) The Board of Directors may, at any time and for any reason, amend or
terminate the Plan; provided, however, that the Plan shall not be amended more
than once every six months, other than to comport with changes in the Internal
Revenue Code or rules or regulations issued thereunder.
(d) In the event of a stock split, stock dividend or similar change in
capitalization affecting RoTech Stock, an appropriate number of stock units
shall be substituted for or added to each stock unit credited to an Eligible
Director's Account, and such substituted or added stock units shall be subject
to the same terms and conditions as the original stock units. This provision
does not, however, authorize the delivery of a fractional share of RoTech Stock
under the Plan.
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(e) Neither the Plan nor the crediting of stock units under the Plan
shall be deemed to give any individual a right to remain a Director of RoTech or
create any obligation on the part of the Board of Directors of RoTech to
nominate any Director for reelection by the shareholders of RoTech.
(f) The RoTech Stock distributed as a Plan Benefit under the Plan may
be either authorized but unissued shares or shares which have been or may be
reacquired by RoTech. All shares of RoTech Stock distributed under the Plan
shall constitute restricted securities and may not be sold, hypothecated or
transferred except as permitted under the applicable federal and state
securities laws.
(g) In the event of an acquisition of more than sixty percent (60%) of
the stock or assets of RoTech, the Plan Benefit shall immediately vest and be
distributed in such manner as will permit the Eligible Director to participate
in such acquisition equivalent with other shareholders of RoTech.
(h) This Plan shall be governed by the laws of the State of Florida.
SECTION 5. Execution.
----------
To record the adoption of the Plan by the Board of Directors, RoTech has
caused its authorized officer to execute the same this ____ day of October,
1992.
ROTECH MEDICAL CORPORATION
By:
---------------------------
ATTEST:
--------------------------------
Secretary
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 10/30/95 | | | | | | | None on these Dates |
| For Period End: | | 8/31/95 |
| | 12/4/92 | | 1 |
| List all Filings |
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