exv10w1



 







Exhibit 10.1




March 22, 2006




Mr. Henry Hirvela

3427 East Rancho Drive

Paradise Valley, AZ 85253




Dear Henry:



The senior team at VistaCare has enjoyed getting to know you over the past several weeks, and we
appreciate the opportunity you have provided to help us gain a solid understanding of your
abilities relative to the opportunity at VistaCare. We are pleased to extend to you the following
offer of employment.



Position: As we discussed over the telephone, we are offering you the position of Chief Financial
Officer for VistaCare. In this position, you will have responsibility for building and operating a
quality finance organization to include audit, control, financial reporting/analysis, treasury and
analytical support for the business. In addition, the Chief Financial Officer will be a key member
of the executive team and participate extensively in setting corporate strategy, evaluating M&A
opportunities and evaluating strategic financing options. The Chief Financial Officer also has
management oversight for VistaCare’s Technology Department. Reporting to you will be the Controller
and Associate Vice President of Technology. A description of the CFO position is enclosed.



Salary & Benefits: Your base salary is established at $250,000 per annum with a target bonus of
40% of base salary. The annual bonus is based on meeting specific company and personal objectives
that we will jointly establish.



In your role as CFO, you will also receive 50,000 incentive stock options to be priced commensurate
with your date of hire. These options will vest twenty percent (20%) per year over a five-year
period. Within the first thirty days of your employment, you will also receive an initial grant of
restricted stock in the amount of 24,000 shares. These shares also vest at a rate of twenty percent
(20%) per year over a five-year period.



In addition to the described compensation, you will be eligible for all other VistaCare benefits,
including medical, dental, life, disability insurance, 401(k) retirement plan, deferred
compensation and other employee benefits.




 









 








Mr. Henry Hirvela

March 22, 2006

Page two



Severance Entitlements & Change of Control: We are also enclosing a management agreement that
includes severance entitlements in the event of your employment termination, and accelerated
vesting of options/stock and eligibility for other compensation provisions under certain
circumstances in the event of your employment termination resulting from a change of control.
Please sign and return a copy of this agreement upon your acceptance of this offer for employment.



All employment at VistaCare is considered to be “at-will.” Nothing in this letter creates or
implies a contract of employment.



Henry, we eagerly anticipate the insight and capability you will bring to our future, and we look
forward to a mutually enjoyable professional relationship. Please indicate your acceptance of this
offer by signing and returning a copy of this letter.




Sincerely,




	 	 	 	 	 
	Richard R. Slager

	 	David W. Elliot
	 	 
	Chairman & Chief Executive Officer

	 	President & Chief Operating Officer	 	 
	 
	 	 	 	 
	/seh
	 	 	 	 
	enclosure — Management Agreement
	 	 	 	 
	 
	 	 	 	 
	cc: John Crisci
	 	 	 	 
	 
	 	 	 	 
	AGREED & ACCEPTED:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Henry Hirvela

	 	Date