Exhibit 10.14

 

OPTION GRANT NOTICE AND AGREEMENT

 

AdaptHealth Corp. (the “Company”), pursuant to its 2019 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Options (the “Options”) set forth below, each Option representing the right to purchase one share of Stock at the applicable Exercise Price (set forth below).  The Options are subject to all of the terms and conditions set forth in this Option Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety.  To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control.  Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.  [The Options granted hereby are in satisfaction of the obligation to grant the Options to Holder under his, her or its employment letter with [·], dated [·], as may be amended, restated or otherwise modified from time to time.]

 

	
Holder:
    	
 
    	
[·]
    
	
 
    	
 
    	
 
    
	
Date of Grant:
    	
 
    	
[·],   20[·]
    
	
 
    	
 
    	
 
    
	
Number of Options:
    	
 
    	
[·]
    
	
 
    	
 
    	
 
    
	
Exercise Price:
    	
 
    	
$[·]
    
	
 
    	
 
    	
 
    
	
Expiration Date:
    	
 
    	
The tenth (10th) anniversary of the Date of   Grant
    
	
 
    	
 
    	
 
    
	
Type of Option:
    	
 
    	
[Nonqualified][Incentive] Stock Option
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
[Insert Vesting Schedule]
    
	
 
    	
 
    	
 
    
	
Exercise of Options:
    	
 
    	
To exercise vested Options,   Holder (or his, her or its authorized representative) must give written   notice to the Company, using the form of Option Exercise Notice as proscribed   by the Committee, stating the number of Options which he, she or it intends   to exercise.  The Company will issue   the shares of Stock with respect to which the Options are exercised upon   payment of the shares of Stock acquired in accordance with   Section 5(d) of the Plan, which Section 5(d) is   incorporated herein by reference and made a part hereof.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upon exercise of Options,   Holder will be required to satisfy applicable withholding tax obligations as   provided in Section 16 of the Plan.
    
	
 
    	
 
    	
 
    
	
Termination:
    	
 
    	
Section 5(f) of   the Plan regarding treatment of Options upon Termination is incorporated herein   by reference and made a part hereof.
    
	
 
    	
 
    	
 
    
	
Additional Terms:
    	
 
    	
Options shall be subject   to the following additional terms:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Options shall be exercisable in whole   shares of Stock only.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Each Option shall cease to be exercisable   as to any share of Stock
    


 











 

	
 
    	
 
    	
when   Holder purchases the share of Stock or when the Option otherwise expires or   is forfeited.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Any certificates representing the shares of Stock delivered to Holder   shall be subject to such stop transfer orders and other restrictions as the   Committee may deem advisable under the rules, regulations, and other   requirements of the Securities and Exchange Commission, any stock exchange   upon which such shares are listed, and any applicable federal or state laws,   and the Committee may cause a legend or legends to be put on any such   certificates to make appropriate reference to such restrictions as the   Committee deems appropriate.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Holder shall be the record owner of the   shares of Stock issued in respect of the Options, and as record owner shall   generally be entitled to all rights of a stockholder with respect to the   shares of Stock issued in respect of the Options.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  This Award Agreement does not confer upon   Holder any right to continue as an employee or service provider of the   Service Recipient or any other member of the Company Group.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  This Award Agreement shall be construed and   interpreted in accordance with the laws of the State of Delaware, without   regard to the principles of conflicts of law thereof.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Holder and the Company acknowledge that the   Options are intended to be exempt from Section 409A of the Code, with   the Exercise Price intended to be at least equal to the Fair Market Value per   share of Stock on the Date of Grant.  Holder   acknowledges that there is no guarantee that the Internal Revenue Service   will agree with this valuation, and agrees not to make any claim against the   Company, the Committee, the Company’s officers or employees in the event that   the Internal Revenue Service or any other person, entity or agency asserts   that the valuation was too low or that the Options are not otherwise exempt   from Section 409A of the Code.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  Holder agrees that the Company may deliver   by email all documents relating to the Plan or the Options (including,   without limitation, a copy of the Plan) and all other documents that the   Company is required to deliver to its security holders (including, without   limitation, disclosures that may be required by the Securities and Exchange   Commission).  Holder also agrees that   the Company may deliver these documents by posting them on a website   maintained by the Company or by a third party under contract with the   Company.  If the Company posts these   documents on a website, it shall notify Holder by email or such other   reasonable manner as then
    


 

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determined   by the Company.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                  This Award Agreement and the Plan   constitute the entire understanding and agreement of the parties hereto and   supersede all prior negotiations, discussions, correspondence,   communications, understandings, and agreements (whether oral or written and   whether express or implied) between the Company and Holder relating to the   subject matter of this Award Agreement.    Without limiting the foregoing, to the extent Holder has entered into   an employment or similar agreement with the Company or any of its affiliates,   and the terms noted in such employment or similar agreement are inconsistent   with or conflict with this Award Agreement, then the terms of this Award   Agreement will supersede and be deemed to amend and modify the inconsistent   or conflicting terms set forth in such employment or similar agreement.
    


 

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THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AWARD AGREEMENT AND THE PLAN.

 

 

	
ADAPTHEALTH CORP.
    	
 
    	
HOLDER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
Signature
    	
 
    	
Signature
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
Print   Name:
    	
 
    
	
Date:
    	
 
    	
 
    	
Date:
    	
 
    


 

 

[Signature Page to Option Grant Notice and Agreement]