Employment Agreement - David R. Bucey



 Exhibit 10.2 
 EXECUTION 
 EMPLOYMENT AGREEMENT

 THIS EMPLOYMENT AGREEMENT (“Agreement”) entered into as of the 7th day of July 2008 (hereinafter
referred to as the “Effective Date”), by and between AMEDISYS, INC., (hereinafter referred to as “Amedisys” or the “Company”), a Delaware corporation having its principal place of business at
5959 South Sherwood Forest Boulevard, Baton Rouge, Louisiana, 70816, and DAVID R. BUCEY (hereinafter referred to as “Bucey”), an individual of the full age of majority and capacity residing at [REDACTED]. 

RECITALS 
 WHEREAS, Amedisys owns, manages, and/or operates agencies and facilities for the provision of home health and hospice services (hereinafter referred to, along with such other businesses now or hereafter conducted or engaged in by
Amedisys, as the “Business” or the “Services”), and 
 WHEREAS, Bucey has as of the
Effective Date been hired by the Company as Senior Vice President, General Counsel and Corporate Secretary, in accordance with the terms of this Agreement. 
 NOW THEREFORE, in consideration of the employment referenced herein, as well as other mutual promises and covenants contained in this Agreement, the parties agree as follows: 
  

	 	1.	Employment; Position. Amedisys hereby employs Bucey as of the Effective Date in the position of Senior Vice President, General Counsel and Corporate
Secretary and Bucey hereby accepts such employment, in accordance with the terms of this Agreement. 

  

	 	2.	 Performance of Duties. Bucey shall report directly to the Company’s Chief Financial Officer or as the Chief Executive Officer should
otherwise direct. Bucey’s principal place of employment shall be the corporate offices of the Company located in Baton Rouge, Louisiana. Bucey shall oversee the Company’s legal function and shall have such responsibilities and authorities
and perform such duties as are customary for the general counsel and corporate secretary of a publicly held company similar in size and businesses as the Company as they exist from time to time and such other reasonable additional duties as may be
prescribed from time to time by the Company’s Chief Financial Officer or Chief Executive Officer. Bucey’s responsibilities shall include, but shall not be limited to, oversight of the Company’s adherence to internal compliance and
governmental and regulatory rules, regulations, and applicable Federal and State laws and the making of regular reports to the Board and committees thereof regarding same; providing legal advice to the Company concerning transactions and the
Company’s dealings with employees, vendors, landlords, franchisees, joint venture partners, governmental agencies and other third parties; and retention and supervision of all outside counsel. Notwithstanding anything to the contrary in this
Agreement, it is understood and agreed that (a) Bucey’s responsibilities shall not include oversight of the Company’s compliance with laws relating exclusively to the health care services industry (including, without limitation, laws
relating to Medicare or Medicaid, the Stark laws and











	 	 
other similar anti-fraud, or anti-kickback laws, the Health Insurance Portability and Accountability Act (“HIPAA”), and any other federal and state laws which apply only to the
health care services industry, and the Company’s compliance with any corporate integrity agreements (or similar agreements that may be entered into by it in the future), since that responsibility rests with the Company’s Chief Compliance
Officer, and (b) notwithstanding that Bucey’s employment with the Company may start sooner, the parties agree that Bucey shall not undertake any matter that constitutes the practice of law in the State of Louisiana until such time as Bucey
has been properly licensed as an in-house counsel in Louisiana in accordance with the applicable provisions of Louisiana law. Bucey and the Company shall work together diligently and in good faith to have Bucey licensed as an in-house counsel in
Louisiana as promptly as reasonably possible. 


  

	 	3.	Devotion of Time. Bucey agrees to devote his full time and attention (except for periods of vacation or absence due to illness, and for reasonable
community service activities) to the business affairs of the Company to the extent necessary to discharge his responsibilities hereunder and to use his reasonable best efforts to perform such responsibilities faithfully and efficiently.


  

	 	4.	Term of Employment. This Agreement shall begin as of the Effective Date and shall continue until terminated either by Bucey, as set forth in
Section 6.2 below, or by the Company, which termination shall be effective as provided herein. It is expressly understood by the parties that Bucey’s employment is employment-at-will and there is no guarantee of ongoing employment or
employment for any specified term. 

  

	 	5.	Compensation and Benefits. 

  

	 	5.1.	Base Salary. In consideration of Bucey’s employment, the Company shall pay Bucey an annual salary in the amount of not less than $190,000 (as such
annual salary may be annually adjusted, the “Base Salary”), which amount shall be subject to tax and other withholdings and payable in accordance with the Company’s regular payroll practices. Bucey will be entitled to receive
Base Salary adjustments consistent with the Company’s policies applicable to its senior vice-presidents. 

  

	 	5.2.	Restricted Stock. Bucey shall be granted 5,000 shares of restricted common stock effective as of the Effective Date (with one-third of such shares vesting
upon each of the third, fourth and fifth anniversaries of the Effective Date, if Bucey remains employed by the Company on the applicable anniversary date), and shall be eligible to receive additional grants of restricted stock annually, subject to
the approval of the Board. 

  

	 	5.3.	 Incentive Compensation and Benefit Programs. Bucey shall be eligible to participate in the Company’s annual incentive plan with a
target award opportunity (“Target Bonus”) approved from year to year by the Board. The Target Bonus for the 2008 plan year shall be $60,000 and Bucey shall be eligible for 50% of the Target Bonus for the 2008 plan year in
accordance with and subject to the terms of the Company’s incentive plan applicable to its senior vice- presidents. In addition, during his employment, Bucey shall be entitled to



  

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participate in other compensation, pension, and welfare benefit plans and programs of the Company as are made available to the Company’s senior vice-presidents or to its employees generally,
as such plans and programs may be in effect from time to time, including without limitation, paid time off, deferral, health, medical, dental, long-term disability, travel, accident and life insurance plans, subject to applicable eligibility
requirements. The Company expressly retains the right to modify or terminate any such plans and programs in its sole discretion. In no case shall Bucey be awarded any options or stock appreciation rights with an exercise price less than 100% of
Fair Market Value. For purposes of this Agreement, Fair Market Value shall be equal to the price of the Company’s stock on the date of grant of such award as determined pursuant to the related award. 


  

	 	5.4	Reimbursement of Expenses. The Company shall reimburse Bucey for all items of travel and other expenses reasonably and necessarily incurred by him in the
course of his employment and for the benefit of the Company, subject to the limitations and requirements of the Company’s policy applicable to senior vice-presidents or to its employees generally. 

  

	 	6.	Termination of Employment. Bucey’s employment may be terminated at any time in accordance with, and subject to, the following terms and conditions:


  

	 	6.1	Termination by Company. The Company shall have the right to terminate Bucey’s employment, with or without Cause (as defined below), at any time and
subject to the sole discretion of the Company, subject only to the terms of this Agreement. 

  

	 	6.1.1	Termination of Employment for Cause. The Company may terminate Bucey’s employment if such termination is for “Cause”, which shall
specifically include, but shall not be limited to the following occurrences: 

  

	 	a.	A material default or breach by Bucey of any of the provisions of this Agreement which is detrimental to the Company or the Business; 

  

	 	b.	Actions by Bucey constituting fraud, abuse, or embezzlement; 

  

	 	c.	Bucey’s intentionally furnishing materially false, misleading, or omissive information to the Company’s Chief Executive Officer, Chief Operating Officer or
Chief Financial Officer, or to the Board or any committee thereof (specifically including the Company’s Audit Committee and/or Compliance Committee); 

  


	 	d.	Actions of Bucey constituting a breach of the confidentiality of the Business and/or trade secrets of the Company; 

  

	 	e.	Violation by Bucey of the restrictive covenants contained in this Agreement; or 

  

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	 	f.	Bucey’s willful failure to follow reasonable and lawful directives of the Company’s Chief Financial Officer or Chief Executive Officer, which are consistent
with Bucey’s job responsibilities. 

  

	 	6.1.2	Effect of Termination of Employment for Cause. In the event that the Company terminates the employment of Bucey for Cause, Bucey shall cease to be an
employee of Company and shall cease to have any power or authority of his position as of the effective date of the termination. In such event, Bucey shall be entitled to and his sole remedies shall be: (i) his then current Base Salary through
the date of the termination of his employment, which shall be paid in a single lump sum not later than 15 days following his termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single
lump sum not later than 15 days following his termination of employment; and (iii) other or additional benefits then due and earned in accordance with applicable plans or programs of the Company. Bucey shall not be entitled to participate in
any incentive awards for the year (or other applicable incentive award plan period) in which he is terminated and shall not be entitled to receive Severance Compensation (as hereafter defined) as set forth in Section 6.3 below or any other
additional compensation of any kind. Notwithstanding the foregoing, in the event that Bucey is terminated for Cause, Bucey shall nonetheless remain bound by the provisions of Sections 8 and 9 of this Agreement, and shall continue to abide by the
restrictions thereof for the duration provided therein. 

  

	 	6.1.3	Termination of Employment Without Cause; Effect. In the event that the Company terminates the employment of Bucey without Cause (meaning his employment is
terminated by the Company for any reason other than Cause or due to death or disability), Bucey shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of the termination. In
such event, Bucey shall be entitled to and his sole remedies shall be: (i) his then current Base Salary through the date of the termination of his employment, which shall be paid in a single lump sum not later than 15 days following his
termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his termination of employment; (iii) other or additional benefits then due and
earned in accordance with applicable plans or programs of the Company and (iv) Severance Compensation as set forth in Section 6.3. Bucey shall not be entitled to participate in any incentive awards for the year (or other applicable
incentive award plan period) in which he is terminated. Bucey shall remain bound by the provisions of Sections 8 and 9 of this Agreement, and shall continue to abide by the restrictions thereof for the duration provided therein.


  

	 	6.1.4	 Termination Due to Death or Disability. The employment of Bucey shall terminate on the date of his death or upon notice of termination of
employment by the Company due to Disability (as defined below). In the



  

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event Bucey’s employment with the Company is terminated due to his death or Disability, Bucey, or his estate or beneficiaries, as the case may be, shall be entitled to, and the sole remedies
under this Agreement shall be: (i) his then current Base Salary through the date of the death or notice of termination due to Disability, which shall be paid in a single lump sum not later than 15 days following his termination of employment;
(ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his death or Disability; and (iii) other or additional benefits then due and earned in accordance with
applicable plans or programs of the Company. Bucey, or his estate or beneficiaries, as the case may be, will be ineligible to participate in any incentive awards for the year (or other applicable incentive award plan period) in which he is
terminated due to death or Disability and shall not be entitled to receive Severance Compensation as set forth in Section 6.3 below or any other additional compensation of any kind. For purposes of this Agreement, the term
“Disability” means Bucey’s inability to perform his responsibilities hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 6 months. 


  

	 	6.2	 Termination of Employment by Bucey. Pursuant to this Section 6.2, Bucey may terminate his employment with Company upon ninety
(90) days advance written notice to the Company. Such notice shall set forth in sufficient detail for the Company to understand the nature of the facts underlying said termination. In such event, Bucey shall cease to be an employee of Company
and shall cease to have any power or authority of his position as of the effective date of termination (i.e., ninety days following submission of notice) or such earlier time as the Company may elect in its sole discretion. Upon termination
of employment by Bucey, he shall be entitled to and his sole remedies shall be: (i) his then current Base Salary through the date of the termination of his employment, which shall be paid in a single lump sum not later than 15 days following
his termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his termination of employment; and (iii) other or additional benefits then
due and earned in accordance with applicable plans or programs of the Company. Bucey shall not be entitled to participate in any incentive awards for the year (or other applicable incentive award plan period) in which he is terminated and shall not
be entitled to receive Severance Compensation as set forth in Section 6.3 below or any other compensation of any kind. Bucey shall remain bound by the provisions of Sections 8 and 9 of this Agreement, and shall continue to abide by the
restrictions thereof for the duration provided therein. Notwithstanding the foregoing, in the event that Bucey terminates his employment with the Company for Good Reason, the termination will be treated as a termination by the Company without Cause
and Bucey will be entitled to the remedies set forth in Section 6.1.3. “Good Reason” means the occurrence of any of the following circumstances without Bucey’s express prior written consent: (a) a material reduction
in Base Salary; (b) a relocation of corporate offices of the Company outside a 50-mile radius of Baton Rouge, Louisiana, (c) a material diminution of Bucey’s authority,



  

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responsibility or duties, or (d) any action or inaction which causes a material breach by the Company of its obligations under this Agreement. For purposes of this Agreement, Good Reason
shall not be deemed to have occurred unless Bucey provides the Company with notice of one of the conditions described above within 90 days of the existence of the condition, and the Company is provided at least 30 days to cure the condition.



  

	 	6.3	Severance Compensation. In the event that the Company agrees or is obligated (pursuant to Sections 6.1.3 or 6.2 (termination with Good Reason)) to provide
Severance Compensation, the Company shall pay Bucey an amount equal to twelve (12) months of his then current monthly Base Salary, less tax and other withholdings (the “Severance Compensation”), payable by the Company via
regularly scheduled payroll distributions, beginning upon the first regular payday following the termination, until the entire severance amount due Bucey is paid in full. Notwithstanding the foregoing, in the event of the issuance of a final,
unappealable order to the effect that Bucey has breached Section 8 or Section 9 of this Agreement (a “Final Order of Material Breach”), Bucey shall not be entitled to any Severance Compensation. Should, for any reason,
Bucey refuse or fail to timely execute the Release as presented to him by the Company (which shall be identical to or substantially similar to the Release attached hereto as Attachment 6.3) Bucey shall be deemed to have foregone the entirety
of the Severance Compensation otherwise due or offered to him, and Bucey shall not be entitled to any further Severance Compensation from the Company. 

  

	 	6.4	Section 409A Specified Employee. If Bucey is a “specified employee” for purposes of Section 409A of the United States Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”), to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to Sections 6.1.3 or 6.2 which
are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of termination. Should this
Section 6.4 result in a delay of payments to Bucey, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A of the Code (the “409A Payment Date”), the Company shall begin to make
such payments as described in this Section 6.4 provided that any amounts that would have been payable earlier but for application of this Section 6.4 shall be paid in a lump-sum on the 409A Payment Date. 

  

	 	7.	Representations by Bucey. Bucey hereby represents to the Company that he is physically and mentally capable of performing his duties hereunder and he has
no knowledge of present or past physical or mental conditions that would cause him not to be able to perform his duties hereunder. Bucey further represents to the Company that he has never been convicted of any criminal offense or found (either
through adjudication or settlement) civilly liable for any violation of any federal or state health care fraud or abuse law. Bucey further represents to the Company that he has not been sanctioned, excluded, debarred, suspended, or otherwise
prohibited from participation in a federal health care program pursuant to the provisions of 42 U.S.C. § 1320a et seq., or from the practice of law in any jurisdiction, and that, to his knowledge, there is no reason to believe that he
will not be admitted to practice law in the State of Louisiana as an in-house counsel. 

  

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	 	8.	Confidentiality, Return of Company Materials, Non-Disclosure, Cooperation with Litigation and Non-Disparagement  

  

	 	8.1	Confidentiality. Bucey shall not, during his employment with the Company or at any time thereafter, make use of or divulge, disclose, communicate,
furnish, distribute, or make available or accessible to anyone, without the Company’s prior written consent, any Confidential Information (as defined below) except in the performance of his duties or when required to do so by legal process that
orders him to divulge such information. In the event he is so ordered, he shall give prompt written notice to the Company in order to allow the Company to object to such order. “Confidential Information” shall mean (i) all proprietary
information concerning the business of the Company or any subsidiary including information relating to any of their products, product development, trade secrets, customers, suppliers, finances, and business plans and strategies, and
(ii) information regarding the organization structure and the names, titles, status, compensation, benefits and other proprietary employment-related aspects of the employees of the Company and the Company’s employment practices. Excluded
from the definition of Confidential Information is information (A) that is or becomes part of the public domain, other than through the breach of this Agreement by Bucey or (B) regarding the Company’s business or industry properly
acquired in the course of his career in the Company’s industry and that is not proprietary to the Company. For this purpose, information known or available generally within the trade or industry of the Company or any subsidiary shall be deemed
to be known or available to the public. 

  

	 	8.2	Ownership of Information. Bucey recognizes that any and all Confidential Information and copies or reproductions or portions thereof, relating to the
Company’s operations and activities made or received by Bucey in the course of his employment are and shall be the exclusive property of the Company, and Bucey holds and uses same as trustee and a fiduciary for the Company and, at all times,
subject to the Company’s sole control; and Bucey will deliver same to the Company at the termination of his employment, or earlier if so requested by the Company in writing. All of such Confidential Information, and/or any portion(s) thereof,
which if lost or used by Bucey outside the scope of his employment, could cause irreparable and continuing injury to the Company and its Business for which there may not be an adequate remedy at law, and for which the Company is entitled to secure
the relief afforded in Section 10, in addition to any other right or remedy available under law, equity, or this Agreement. Accordingly, Bucey acknowledges that compliance with the provisions of this Section 8 is necessary to protect the
goodwill and other proprietary interests of the Company and is a material condition of employment. 

  

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	 	8.3	Confidentiality of the Agreement. During his employment with the Company and thereafter, Bucey shall not disclose the existence or contents of this
Agreement beyond what is disclosed in the proxy statement or documents filed with the government unless and to the extent such disclosure is required by law, by a governmental agency, or in a document required by law to be filed with a governmental
agency or in connection with enforcement of his rights under this Agreement. This restriction shall not apply to such disclosure by him to members of his immediate family, his tax, legal or financial advisors, any lender, or tax authorities, or to
potential future employers to the extent necessary, each of whom shall be advised not to disclose such information, and any disclosure that may be necessary in connection with enforcement of this Agreement. 

  

	 	8.4	Post-Employment Cooperation. Bucey agrees to cooperate with the Company, during his employment with the Company and thereafter (including following his
termination of employment for any reason), by making himself reasonably available to testify truthfully on behalf of the Company or any subsidiary in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to
assist the Company, or any subsidiary, in all reasonable respects in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the
Company, or any subsidiary as requested; provided, however that the same does not materially interfere with his then current professional activities. The Company agrees to reimburse Bucey, on an after-tax basis, for all expenses actually incurred in
connection with his provision of testimony or assistance. 

  

	 	8.5	Non-Disparagement of the Company. Bucey agrees that, during his employment with the Company and thereafter (including following his termination of
employment for any reason) he will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or any
subsidiary or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude Bucey from making truthful statements or disclosures (a) that are
required by applicable law, regulation, or legal process, (b) in connection with the enforcement of this Agreement, or (c) to members of his immediate family, his tax, legal or financial advisors, any lender, or tax authorities, or to
potential future employers to the extent necessary, each of whom shall be advised not to disclose such information 

  

	 	8.6	HIPAA Confidentiality Agreement. Simultaneously with his execution hereof, Bucey shall execute a separate HIPAA Confidentiality Agreement, which shall be
expressly incorporated herewith as Attachment 8.6 hereto. 

  

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	 	9.	Restrictive Covenants 

  

	 	9.1	Non-Solicitation /Non-Tamper/Non-Competition Covenants. As an inducement to cause the Company to enter into this Agreement, and for all consideration
contained herein and afforded hereby, Bucey covenants and agrees that during his employment and for a period of twenty-four (24) months after he ceases to be employed by the Company (or for Section 9.1.3(b) such shorter period specified
thereunder), regardless of the manner or cause of termination: 

  

	 	9.1.1	Solicitation of Business. He will not initiate any contact with, call upon, solicit business from, sell or render services to any client, referral source,
or patient of the Business or any Company affiliate within the area in which such conducts business, a descriptive list of which is included as Attachment 9.1.1 hereto, which is attached hereto and expressly incorporated herein (hereinafter
referred to as “Restricted Areas”), for or on behalf of himself or any business, firm, proprietorship, corporation, partnership, limited liability company, company, association, entity, or venture primarily engaged in the business
of providing in-home nursing health care services and/or hospice care, which is a similar business to the Business (hereinafter referred to as a “Competing Business”), and Bucey shall not directly or indirectly aid, assist, or
consult with any other person, firm, or organization to do any of the aforesaid acts. The parties acknowledge that the Business is rapidly expanding, and it is the parties’ intent that Bucey’s responsibilities extend to the entirety of the
service area in which Amedisys conducts business; and in order to prevent ongoing, repetitious amendments to this Agreement solely for the purpose of updating the Restricted Area, the parties agree that the Restricted Area, inclusive of Attachment
9.1.1 shall be self-amending to include all counties and States in which the Company conducts business at any time during Bucey’s tenure with the Company, and in no event shall such Restricted Area be less than that contained in Attachment
9.1.1. In the event Company’s service area extends into counties and/or States beyond those specifically denominated in Attachment 9.1.1, the parties intend and agree that Bucey’s continued employment thereafter shall serve as the
parties’ constructive acceptance of an amendment to the Restricted Area. 

  

	 	9.1.2.	Solicitation of Employees. He will not directly or indirectly, as principal, agent, owner, partner, stockholder, member, officer, director, employee,
independent contractor, representative, or consultant of any Competing Business, or in any individual or representative capacity hire or solicit, directly or indirectly, or cause (an)other(s) to hire or solicit, directly or indirectly, the
employment of any officer, agent, employee (inclusive of Account Executive, Account Manager, Senior Account Executive, Senior Account Manager, Director of Business Development, Area Vice President of Business Development, or other sales persons,
clinical staff, office staff, or corporate personnel) of the Company, the Business, or any Company subsidiary or other affiliate, for the purpose of causing said individual(s) to terminate employment with the Company, the Business, or any Company
subsidiary or other affiliate, and be employed by such Competing Business. 

  

	 	9.1.3.	 Employment Covenant. (a) He will not accept, engage, or commence employment with, or consult, contract or otherwise provide services
(other than services as outside counsel but subject to Section 8 of this



  

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Agreement) to, any Competing Business within the Restricted Areas, and (b) during his employment, and for a period of six (6) months after he ceases to be employed by the Company, he
will not accept, engage, or commence any services as outside counsel to any Competing Business. 


  

	 	9.1.4.	Acknowledgment. Bucey acknowledges, represents, and agrees that the restrictions in this Section 9.1 do not and will not preclude him from earning a
livelihood. 

  

	 	9.2	Material Violation. A material violation of Sections 8 or 9 shall constitute a material and substantial breach of this Agreement and shall result in the
imposition of the Company’s remedies contained in Section 10 herein. Bucey acknowledges, represents, and agrees that proof of such personal solicitation by Bucey of any employee, client, referral source, or patient shall constitute
absolute and conclusive evidence that Bucey has substantially and materially breached the provisions of this Agreement. 

  

	 	9.3	Covenants. It is understood by and between the parties that the foregoing covenants set forth in Sections 8 and 9 are essential elements of this
Agreement, and that, but for the agreement of Bucey to comply with such covenants, the Company would not have entered into this Agreement. Such covenants by Bucey shall be construed as agreements independent of any other provision of this Agreement
and the existence of any claim or cause of action Bucey may have against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of these covenants. 


 

	 	10.	Remedies. Bucey hereby acknowledges, covenants, and agrees that in the event of a default or breach by Bucey of Sections 8 or 9 of this Agreement, in
addition to any other remedy set forth herein: 

  

	 	10.1	Specific Performance; Waiver of Severance Payments. The Company will suffer irreparable and continuing damages as a result of such breach and its remedy
at law will be inadequate. Bucey agrees that in the event of a violation or a breach of Sections 8 or 9 of this Agreement by Bucey, in addition to any other remedies available to it, the Company shall be entitled to an injunction restraining any
such default or any other appropriate decree of specific performance, without the requirement to prove irreparable harm or the inadequacy of any remedy at law. Bucey hereby waives the requirement to post a bond or other security, and acknowledges
that the Company shall also be entitled to any other equitable relief the court deems proper. Further, in the event of the issuance of a Final Order of Material Breach (a), Bucey shall return to the Company, in cash, within five days of demand
therefor, any Severance Compensation already paid to him at the time of said breach, and all of his rights to receive any portion of his Severance Compensation not already paid to him shall immediately terminate, and (b) the unexercised portion
of any stock option, whether or not vested, will be immediately forfeited and canceled. 

  

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	 	10.2	Remedies Cumulative. Any and all of the Company’s remedies described in this Agreement shall not be exclusive, both as among themselves and as
applied with other modes of legal redress, and shall be in addition to any and all other remedies which the Company may have at law, contract, or in equity, including, but not limited to, the right to monetary damages. 

  

	 	10.3	Attorneys’ Fees. In the event of the issuance of a Final Order of Material Breach, in addition to any other remedy afforded in law and equity, the
Company shall be entitled to recover from Bucey its attorneys’ fees and costs, including any attorneys’ fees and costs incurred on appeal. 

  

	 	10.4	Tolling. In the event Bucey breaches the covenants contained in Section 9, Bucey hereby agrees that the time period(s) during which said breach
occurs shall be tolled and shall cease to run during any violation of any such covenant. Further, Bucey agrees that in computing the time period(s) of any restrictive covenant contained in this Agreement, the period between the commencement and
cessation of violations of these covenants shall not be counted. 

  

	 	11.	Severability/Savings Clause. The invalidity of any one or more of the words, phrases, sentences, clauses, sections, subdivisions, or subparagraphs
contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being legally valid. Specifically, but without limitation, if any court
of competent and proper jurisdiction finds that any portion of Sections 8 or 9 of this Agreement is overly broad or otherwise unenforceable, for any reason whatsoever, then it is hereby agreed that this Agreement shall be reduced and/or amended so
as to render it enforceable to the fullest extent allowable under the applicable law, and that any court of competent jurisdiction shall have the power to alter the scope of any provision herein in order that said provision would be made legal and
enforceable upon the effectiveness of said alteration. Further, all parties hereby agree that such revisions and alterations shall be effective and binding as if they were in existence as of the Effective Date and continuously thereafter.


  

	 	12.	Successors/Assigns 

  

	 	12.1	Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives,
successors and permitted assigns. For purposes of this Agreement, the term “successor” of Company shall include any person or entity that, whether directly or indirectly, and/or whether by purchase, merger, consolidation, operation of law,
assignment, or otherwise acquires or controls: (i) all or substantially all of the assets of Company; or (ii) more than fifty percent (50%) of the total voting capital stock of the Company. 

  

	 	12.2	Assignment. This Agreement shall be non-assignable by either Company or Bucey without the written consent of the other party, it being understood that the
obligations and performance of this Agreement are entirely and wholly personal in nature. 

  

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	 	13.	Resolution of Disputes. In the event that either party to this Agreement has any claim, right or cause of action against the other party to this
Agreement, which the parties are unable to settle by agreement between themselves, such claim, right or cause of action, to the extent that the relief sought by such party is for monetary damages or awards, will be determined by arbitration in
accordance with the provisions of this Section 13. 

  

	 	(a)	The party claiming a cause of action or breach of this Agreement shall first provide the other party with written notice of the breach. If the breach is not remedied
within 15 days of said notice, the party claiming the breach may request arbitration by serving upon the other a demand therefor, in writing, specifying the matter to be submitted to arbitration, and nominating a competent disinterested person to
act as an arbitrator. Within 15 days after receipt of such written demand and nomination, the other party will, in writing, nominate a competent disinterested person, and the two arbitrators so designated will, within 15 days thereafter, select a
third arbitrator. The three arbitrators will give immediate written notice of such selection to the parties and will fix in said notice a time and place of the meeting of the arbitrators which will be in Baton Rouge, Louisiana, where all proceedings
will be conducted, and will be held as soon as conveniently possible (but in no event later than 45 days after the appointment of the third arbitrator), at which time and place the parties to the controversy will appear and be heard with respect to
the right, claim or cause of action. In case the notified party or parties fail to make a selection upon notice within the time period specified, the party asserting such claim will appoint an arbitrator on behalf of the notified party. In the event
that the first two arbitrators selected fail to agree upon a third arbitrator within 15 days after their selection, then such arbitrator may, upon application made by either of the parties to the controversy, be appointed by any judge of the United
States District Court for the Middle District of Louisiana. 

  

	 	(b)	 Each party will present such testimony, examinations and investigations in accordance with such procedures and regulations as may be determined by the
arbitrators and will also recommend to the arbitrators a monetary award to be adopted by the arbitrators as the complete disposition of such claim, right or cause of action. After hearing the parties in regard to the matter in dispute, the
arbitrators will make their determination with respect to such claim, right or cause of action, within 30 days of the completion of the examination, by majority decision signed in writing (together with a brief written statement of the reasons for
adopting such recommendation), and will deliver such written determination to each of the parties. The decision of said arbitrators, absent fraud, duress or manifest error, will be final and binding upon the parties to such controversy and may be
enforced in any court of competent jurisdiction. The arbitrators may consult with and engage disinterested third parties to advise the arbitrators. The arbitrators shall not award any punitive damages. If any of the arbitrators selected hereunder
should die, resign or be unable to perform his or her duties hereunder, the remaining arbitrators or, should such remaining arbitrators so determine, any judge of the United States District Court for the Middle District of Louisiana shall select a
replacement arbitrator. The procedure set forth in this Section for selecting the arbitrators shall be followed from time to time as necessary. As to any claim, controversy, dispute or disagreement that under the terms hereof is



  

 12 









	 	 
made subject to arbitration, no lawsuit based on such matters shall be instituted by any of the parties, other than to compel arbitration proceedings or enforce the award of a majority of the
arbitrators. All privileges under Louisiana and federal law, including attorney-client and work-product privileges, shall be preserved and protected to the same extent that such privileges would be protected in a federal court proceeding applying
Louisiana law. 


  

	 	(c)	The parties agree that any arbitration shall be kept confidential and any element of same (including but not limited to any pleadings, briefs or other documents
submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitration panel, the parties, their counsel and any person necessary to the conduct of the arbitration, except as may be required in
proceedings to compel or enforce arbitration proceedings hereunder, if any, or in order to satisfy disclosure obligations imposed by law or regulation or by any regulatory authority, including the United States Securities and Exchange Commission and
any applicable stock exchange. 

  

	 	(d)	The arbitral award may include an award of costs, including reasonable attorneys’ fees and disbursements. Absent such an award, each party shall be responsible in
equal amounts for paying the cost of the arbitrators as well as the other costs of the arbitration, and each party shall be responsible for payment of the fees and expenses of its own counsel. 

  

	 	(e)	Notwithstanding any other provisions of this Section 13, in the event that a Party against whom any claim, right or cause of action is asserted commences, or has
commenced against it, bankruptcy, insolvency or similar proceedings, the party or parties asserting such claim, right or cause of action will have no obligations under this Section 13 and may assert such claim, right or cause of action in the
manner and forum it deems appropriate, subject to applicable laws. No determination or decision by the arbitrators pursuant to this Section 13 will limit or restrict the ability of any Party hereto to obtain or seek in any appropriate forum,
any relief or remedy that is not a monetary award or money damages. 

  

	 	(f)	Notwithstanding any other provisions of this Section 13, if the Company is seeking injunctive or other equitable relief from a dispute arising under or in
connection with Sections 8 or 9, the arbitration requirements of this Section 13 shall not apply. 

  

	 	(g)	Any court proceedings relating to this Agreement shall be filed exclusively in the federal and state courts domiciled in Baton Rouge, Louisiana, and the Parties hereto
consent to the venue and jurisdiction of such courts. 

  

 13 









	 	14.	Miscellaneous Provisions 

  

	 	14.1	Amendment. No amendment, waiver, or modification of this Agreement or any provisions of this Agreement shall be valid unless in writing and duly executed
by both parties. 

  

	 	14.2	Waiver. Any waiver by any party of any breach of any provision of this Agreement shall not be considered as or constitute a continuing waiver or waiver of
any other breach of any provision of this Agreement. 

  

	 	14.3	Captions. Captions contained in this Agreement are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or
describe the scope of this Agreement or the intent of any provisions of this Agreement. 

  

	 	14.4	Interpretation. Should any provision of this Agreement require judicial interpretation, the parties hereto agree that the court interpreting or construing
the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party which itself or through its
agent prepared the same. 

  

	 	14.5	Prior Agreements. This Agreement and the attachments hereto contain the entire understanding of the parties covering the subject matter hereof and
supersedes and replaces all prior agreements, understandings, discussions and negotiations, whether written or oral, between the parties hereto dealing with the subject matter hereof. 

  

	 	14.6	Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Louisiana. Subject to Section 13,
the parties stipulate and agree that venue and jurisdiction for any controversies, disputes, or legal proceedings involving or arising out of this Agreement shall be proper in the Nineteenth Judicial District Court in the Parish of East Baton Rouge,
State of Louisiana or the United States District Court for the Middle District of Louisiana. 

  

	 	14.7	Execution. It is the intention of the parties hereto that this Agreement will not be valid and binding upon the parties hereto until such time as this
Agreement is executed by both parties in accordance herewith. This Agreement may be executed in counterparts. 

  

	 	14.8	Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of Bucey’s employment to the extent
necessary to preserve the intended rights and obligations. 

  

 14 









	 	14.9	Notices. Any notices required to be given under this Agreement shall be in writing, and delivered or mailed, and if mailed, postage prepaid, certified,
return receipt requested and addressed to the Company and to Bucey at the addresses set forth below, or such other addresses as the Parties may from time to time hereafter designate in writing, such notices to be effective upon receipt by the party
to whom such notice is addressed: 

  

			
	 If to the Company:
	  	 AMEDISYS, INC.

		  	5959 South Sherwood Forest Boulevard,
		  	Baton Rouge, Louisiana, 70816
		  	 Attention: Chief Executive Officer

		
	 If to Bucey:
	  	 David R. Bucey, Esq.

		  	[REDACTED]

 IN WITNESS WHEREOF, the parties have signed and executed this Agreement as of
the day and year first written hereinabove. 
  

									
	AMEDISYS, INC.:	 		 	BUCEY
				
	By:	 	 /S/ Larry R. Graham
	 		 	 /S/ David R. Bucey

		 	 Larry R. Graham
	 		 	 David R. Bucey, Esq.

		 	President and Chief Operating Officer	 		 	

  

 15 








 Attachment 9.1.1 
 RESTRICTED AREA 
 Alabama Counties

  

													
	 Autauga
	  	 Baldwin
	  	 Barbour
	  	 Bibb
	  	 Blount
	  	 Bullock
	  	 Butler

	 Calhoun
	  	 Chambers
	  	 Cherokee
	  	 Chilton
	  	 Choctaw
	  	 Clarke
	  	 Clay

	 Cleburne
	  	 Coffee
	  	 Conecuh
	  	 Coosa
	  	 Covington
	  	 Crenshaw
	  	 Cullman

	 Dale
	  	 Dallas
	  	 DeKalb
	  	 Elmore
	  	 Escambia
	  	 Etowah
	  	 Fayette

	 Geneva
	  	 Greene
	  	 Hale
	  	 Henry
	  	 Houston
	  	 Jackson
	  	 Jefferson

	 Lamar
	  	 Lee
	  	 Limestone
	  	 Lowndes
	  	 Macon
	  	 Madison
	  	 Marengo

	 Marion
	  	 Marshall
	  	 Mobile
	  	 Monroe
	  	 Montgomery
	  	 Morgan
	  	 Perry

	 Pickens
	  	 Pike
	  	 Randolph
	  	 Russell
	  	 Shelby
	  	 St. Clair
	  	 Sumter

	 Talladega
	  	 Tallapoosa
	  	 Tuscaloosa
	  	 Walker
	  	 Washington
	  	 Wilcox
	  	 Winston

	
	Arkansas Counties
							
	 Cleburne
	  	 Crawford
	  	 Faulkner
	  	 Franklin
	  	 Independence
	  	 Jackson
	  	 Johnson

	 Logan
	  	 Lonoke
	  	 Prairie
	  	 Sebastian
	  	 Washington
	  	 White
	  	 Woodruff

	
	Arizona Counties
							
	 Maricopa
	  	 Penal
	  		  		  		  		  	
	
	Florida Counties
							
	 Alachua
	  	 Baker
	  	 Bay
	  	 Bradford
	  	 Brevard
	  	 Broward
	  	 Calhoun

	 Charlotte
	  	 Citrus
	  	 Clay
	  	 Collier
	  	 Columbia
	  	 DeSoto
	  	 Dixie

	 Duval
	  	 Escambia
	  	 Flagler
	  	 Franklin
	  	 Gadsden
	  	 Gilchrist
	  	 Glades

	 Gulf
	  	 Hamilton
	  	 Hardee
	  	 Hendry
	  	 Hernando
	  	 Highlands
	  	 Hillsborough

	 Holmes
	  	 Indian River
	  	 Jackson
	  	 Jefferson
	  	 Lafayette
	  	 Lake
	  	 Lee

	 Leon
	  	 Levy
	  	 Liberty
	  	 Madison
	  	 Manatee
	  	 Marion
	  	 Martin

	 Miami-Dade
	  	 Nassau
	  	 Okaloosa
	  	 Okeechobee
	  	 Orange
	  	 Osceola
	  	 Palm Beach

	 Pasco
	  	 Pinellas
	  	 Polk
	  	 Putnam
	  	 Santa Rosa
	  	 Sarasota
	  	 Seminole

	 St. Johns
	  	 St. Lucie
	  	 Sumter
	  	 Suwannee
	  	 Taylor
	  	 Union
	  	 Volusia

	 Wakulla
	  	 Walton
	  	 Washington
	  		  		  		  	
	
	Georgia Counties
							
	 Baldwin
	  	 Banks
	  	 Barrow
	  	 Bartow
	  	 Bibb
	  	 Butts
	  	 Carroll

	 Catoosa
	  	 Chattooga
	  	 Cherokee
	  	 Clarke
	  	 Clayton
	  	 Cobb
	  	 Columbia

	 Coweta
	  	 Crawford
	  	 Dade
	  	 Dawson
	  	 DeKalb
	  	 Douglas
	  	 Elbert

	 Fannin
	  	 Fayette
	  	 Floyd
	  	 Forsyth
	  	 Franklin
	  	 Fulton
	  	 Gilmer

	 Gordon
	  	 Greene
	  	 Gwinnett
	  	 Habersham
	  	 Hall
	  	 Hart
	  	 Heard

	 Henry
	  	 Jackson
	  	 Jasper
	  	 Jones
	  	 Lamar
	  	 Lowndes
	  	 Lumpkin

	 Madison
	  	 Meriwether
	  	 Monroe
	  	 Morgan
	  	 Murray
	  	 Muscogee
	  	 Newton

	 Oconee
	  	 Oglethorpe
	  	 Paulding
	  	 Pickens
	  	 Pike
	  	 Polk
	  	 Pulaski

	 Putnam
	  	 Rabun
	  	 Richmond
	  	 Rockdale
	  	 Schley
	  	 Spalding
	  	 Stephens

	 Taylor
	  	 Towns
	  	 Troup
	  	 Union
	  	 Upson
	  	 Walker
	  	 Walton

	 White
	  	 Whitfield
	  	 Wilkinson
	  		  		  		  	
	
	Illinois Counties
							
	 Boone
	  	 Cook
	  	 DeKalb
	  	 DuPage
	  	 Edwards
	  	 Ford
	  	 Gallatin

	 Grundy
	  	 Hamilton
	  	 Hardin
	  	 Iroquois
	  	 Kankakee
	  	 Kane
	  	 Kendall

	 Lake
	  	 Lawrence
	  	 McHenry
	  	 Richland
	  	 Saline
	  	 Wabash
	  	 Wayne

	 White
	  	 Will
	  		  		  		  		  	

  

 Attachment 9.1.1 – Page 1 









													
	
	Indiana Counties
							
	 Adams
	  	 Allen
	  	 Bartholomew
	  	 Blackford
	 	 Boone
	  	 Brown
	  	 Clark

	 Clay
	  	 Crawford
	  	 Davies
	  	 Dekalb
	 	 Delaware
	  	 Dubois
	  	 Elkhart

	 Floyd
	  	 Gibson
	  	 Grant
	  	 Greene
	 	 Hancock
	  	 Hamilton
	  	 Harrison

	 Hendricks
	  	 Henry
	  	 Jackson
	  	 Jasper
	 	 Jay
	  	 Jefferson
	  	 Jennings

	 Johnson
	  	 Knox
	  	 Kosciusko
	  	 LaGrange
	 	 Lake
	  	 LaPorte
	  	 Lawrence

	 Madison
	  	 Marion
	  	 Martin
	  	 Monroe
	 	 Morgan
	  	 Newton
	  	 Noble

	 Orange
	  	 Owen
	  	 Perry
	  	 Pike
	 	 Porter
	  	 Posey
	  	 Pulaski

	 Putman
	  	 Randolph
	  	 Scott
	  	 Shelby
	 	 Spencer
	  	 Starke
	  	 Steuben

	 Sullivan
	  	 Vanderburgh
	  	 Vigo
	  	 Wabash
	 	 Warrick
	  	 Washington
	  	 Wayne

	 Wells
	  	 Whitley
	  		  		 		  		  	
	
	Kentucky Counties
							
	 Anderson
	  	 Bath
	  	 Boone
	  	 Bullitt
	 	 Campbell
	  	 Clark
	  	 Fayette

	 Henry
	  	 Jefferson
	  	 Jessamine
	  	 Kenton
	 	 Menifee
	  	 Montgomery
	  	 Oldham

	 Scott
	  	 Shelby
	  	 Spencer
	  	 Trimble
	 	 Woodford
	  		  	
	
	Louisiana Parishes
							
	 Acadia
	  	 Allen
	  	 Ascension
	  	 Assumption
	 	 Avoyelles
	  	 Beauregard
	  	 Caldwell

	 Carroll
	  	 Catahoula
	  	 Claiborne
	  	 Concordia
	 	 E. Baton Rouge
	  	 East Bienville
	  	 East Feliciana

	 Evangeline
	  	 Franklin
	  	 Grant
	  	 Iberia
	 	 Iberville
	  	 Jackson
	  	 Jefferson

	 Jefferson Davis
	  	 Lafayette
	  	 Lafourche
	  	 LaSalle
	 	 Lincoln
	  	 Livingston
	  	 NE Winn

	 North LaSalle
	  	 North St. Martin
	  	 NW Madison
	  	 NW Tensas
	 	 Morehouse
	  	 Natchitoches
	  	 Orleans

	 Ouachita
	  	 Plaquemines
	  	 Point Coupee
	  	 Rapides
	 	 Richland
	  	 St. Bernard
	  	 St. Charles

	 St. Helena
	  	 St. James
	  	 St. John
	  	 St. John the Baptist
	 		  	 St. Landry
	  	 St. Martin

	 St. Mary
	  	 St. Tammany
	  	 Tangipahoa
	  	 Tensas
	 	 Terrebonne
	  	 Union
	  	 Vermillion

	 Vernon
	  	 Washington
	  	 W. Baton Rouge
	  	 West Carroll
	 	 West Feliciana
	  		  	
	 West Iberia
	  	 Winn
	  		  		 		  		  	
	
	Maryland Counties
							
	 Anne Arundel
	  	 Baltimore
	  	 Baltimore City
	  	 Carroll
	 	 Harford
	  	 Howard
	  	 Prince George’s

	
	Michigan Counties
							
	 Genessee
	  	 LaPeer
	  	 Livingston
	  	 McComb
	 	 Monroe
	  	 Oakland
	  	 St. Clair

	 Washtenaw
	  	 Wayne
	  		  		 		  		  	
	
	Mississippi Counties
							
	 Claiborne
	  	 Copiah
	  	 Covington
	  	 Forrest
	 	 George
	  	 Hinds
	  	 Issaquena

	 Jackson
	  	 Jasper
	  	 Jefferson
	  	 Jefferson Davis
	 	 Jones
	  	 Hancock
	  	 Harrison

	 Lamar
	  	 Lawrence
	  	 Marion
	  	 Pearl River
	 	 Perry
	  	 Sharkey
	  	 Simpson

	 Smith
	  	 Stone
	  	 Walthall
	  	 Warren
	 	 Wayne
	  	 Yazoo
	  	
	
	Missouri Counties
							
	 Barton
	  	 Christian
	  	 Crawford
	  	 Dade
	 	 Dallas
	  	 Franklin
	  	 Greene

	 Iron
	  	 Jasper
	  	 Jefferson
	  	 Lawrence
	 	 Madison
	  	 Newton
	  	 Polk

	 St. Charles
	  	 St. Francois
	  	 St. Louis
	  	 St. Louis (City)
	 	 Ste. Genevieve
	  	 Warren
	  	 Washington

	 Webster
	  		  		  		 		  		  	
	
	North Carolina Counties
							
	 Alamance
	  	 Cabarrus
	  	 Caswell
	  	 Chatham
	 	 Cumberland
	  	 Davidson
	  	 Davie

	 Durham
	  	 Forsyth
	  	 Franklin
	  	 Granville
	 	 Guilford
	  	 Harnett
	  	 Hoke

	 Iredell
	  	 Johnston
	  	 Lee
	  	 Moore
	 	 Nash
	  	 Orange
	  	 Person

	 Randolph
	  	 Robeson
	  	 Rockingham
	  	 Rowan
	 	 Sampson
	  	 Stokes
	  	 Surry

	 Vance
	  	 Wake
	  	 Yadkin
	  		 		  		  	

  

 Attachment 9.1.1 – Page 2 









													
	
	Ohio Counties
							
	 Butler
	  	 Champaign
	  	 Clark
	  	 Clermont
	  	 Clinton
	  	 Darke
	  	 Fayette

	 Franklin
	  	 Fulton
	  	 Greene
	  	 Hamilton
	  	 Logan
	  	 Lucas
	  	 Madison

	 Miami
	  	 Montgomery
	  	 Ottawa
	  	 Pickaway
	  	 Preble
	  	 Ross
	  	 Shelby

	 Union
	  	 Warren
	  	 Wood
	  		  		  		  	
	
	Oklahoma Counties
							
	 Adair
	  	 Alfalfa
	  	 Atoka
	  	 Blaine
	  	 Bryan
	  	 Caddo
	  	 Canadian

	 Carter
	  	 Cherokee
	  	 Choctaw
	  	 Cleveland
	  	 Coal
	  	 Comanche
	  	 Cotton

	 Craig
	  	 Creek
	  	 Delaware
	  	 Garfield
	  	 Garvin
	  	 Grady
	  	 Grant

	 Haskell
	  	 Hughes
	  	 Jackson
	  	 Jefferson
	  	 Johnston
	  	 Kay
	  	 Kershaw

	 Kingfisher
	  	 Kiowa
	  	 Latimer
	  	 Leflore
	  	 Lincoln
	  	 Logan
	  	 Love

	 Major
	  	 Marshall
	  	 Mayes
	  	 McClain
	  	 McCurtain
	  	 McIntosh
	  	 Murray

	 Muskogee
	  	 Noble
	  	 Nowata
	  	 Okfuskee
	  	 Oklahoma
	  	 Okmulgee
	  	 Osage

	 Ottawa
	  	 Pawnee
	  	 Payne
	  	 Pittsburg
	  	 Pontotoc
	  	 Pottawatomie
	  	 Pushmataha

	 Rogers
	  	 Seminole
	  	 Sequoyah
	  	 Stephens
	  	 Tillman
	  	 Tulsa
	  	 Wagoner

	 Washington
	  	 Washita
	  	 Woods
	  		  		  		  	
	
	Pennsylvania Counties
							
	 Lancaster
	  		  		  		  		  		  	
	
	South Carolina Counties
							
	 Abbeville
	  	 Beaufort
	  	 Berkley
	  	 Calhoun
	  	 Charleston
	  	 Colleton
	  	 Dorchester

	 Edgefield
	  	 Fairfield
	  	 Georgetown
	  	 Greenville
	  	 Greenwood
	  	 Hampton
	  	 Horry

	 Jasper
	  	 Kershaw
	  	 Laurens
	  	 Lee
	  	 Lexington
	  	 Newberry
	  	 Orangeburg

	 Richland
	  	 Sumter
	  	 Williamsburg
	  		  		  		  	
	
	Tennessee Counties
							
	 Anderson
	  	 Bedford
	  	 Benton
	  	 Bledsoe
	  	 Blount
	  	 Bradley
	  	 Campbell

	 Cannon
	  	 Carroll
	  	 Carter
	  	 Cheatham
	  	 Chester
	  	 Claiborne
	  	 Clay

	 Cocke
	  	 Coffee
	  	 Crockett
	  	 Cumberland
	  	 Davidson
	  	 Decatur
	  	 DeKalb

	 Dickson
	  	 Dyer
	  	 Fayette
	  	 Fentress
	  	 Franklin
	  	 Gibson
	  	 Giles

	 Grainger
	  	 Greene
	  	 Grundy
	  	 Hamblen
	  	 Hamilton
	  	 Hancock
	  	 Hardeman

	 Hardin
	  	 Hawkins
	  	 Haywood
	  	 Henderson
	  	 Henry
	  	 Hickman
	  	 Houston

	 Humphreys
	  	 Jackson
	  	 Jefferson
	  	 Johnson
	  	 Knox
	  	 Lauderdale
	  	 Lawrence

	 Lewis
	  	 Lincoln
	  	 Loudon
	  	 Macon
	  	 Madison
	  	 Marion
	  	 Marshall

	 Maury
	  	 McMinn
	  	 McNairy
	  	 Meigs
	  	 Monroe
	  	 Montgomery
	  	 Moore

	 Morgan
	  	 Obion
	  	 Overton
	  	 Pickett
	  	 Polk
	  	 Putnam
	  	 Rhea

	 Roane
	  	 Robertson
	  	 Rutherford
	  	 Scott
	  	 Sevier
	  	 Sequatchie
	  	 Shelby

	 Smith
	  	 Stewart
	  	 Sullivan
	  	 Sumner
	  	 Tipton
	  	 Trousdale
	  	 Unicoi

	 Union
	  	 Van Buren
	  	 Warren
	  	 Washington
	  	 Weakley
	  	 White
	  	 Williamson

	 Wilson
	  		  		  		  		  		  	
	
	Texas Counties
							
	 Aransas
	  	 Atascosa
	  	 Bandera
	  	 Bee
	  	 Bexar
	  	 Brazoria
	  	 Brazos

	 Brooks
	  	 Calhoun
	  	 Chambers
	  	 Collin
	  	 Comal
	  	 Cooke
	  	 Dallas

	 Delta
	  	 Denton
	  	 DeWitt
	  	 Duval
	  	 Ellis
	  	 Fannin
	  	 Fort Bend

	 Galveston
	  	 Goliad
	  	 Gonzales
	  	 Grayson
	  	 Grimes
	  	 Guadalupe
	  	 Hardin

	 Harris
	  	 Henderson
	  	 Hill
	  	 Hood
	  	 Hopkins
	  	 Houston
	  	 Hunt

	 Jackson
	  	 Jasper
	  	 Jefferson
	  	 Jim Hogg
	  	 Jim Wells
	  	 Johnson
	  	 Karnes

	 Kaufman
	  	 Kendall
	  	 Kennedy
	  	 Kleberg
	  	 Lasalle
	  	 Lavaca
	  	 Leon

	 Liberty
	  	 Live Oak
	  	 Madison
	  	 McMullen
	  	 Medina
	  	 Montague
	  	 Montgomery

	 Newton
	  	 Nueces
	  	 Parker
	  	 Polk
	  	 Rains
	  	 Refugio
	  	 Rockwall

	 San Jacinto
	  	 San Patricio
	  	 Tarrant
	  	 Trinity
	  	 Van Zandt
	  	 Walker
	  	 Waller

	 Washington
	  	 Webb
	  	 Wharton
	  	 Wilson
	  	 Wise
	  		  	

  

 Attachment 9.1.1 – Page 3 









													
	
	Virginia Counties
							
	 Albemarle
	  	 Alexandria
	 	 Alleghany
	 	 Amelia
	 	 Amherst
	 	 Appomattox
	 	 Arlington

	 Augusta
	  	 Bedford
	 	 Bedford City
	 	 Bland
	 	 Boutetourt
	 	 Brunswick
	 	 Buchanan

	 Buckingham
	  	 Buena Vista City
	 	 Bristol (City)
	 	 Campbell
	 	 Caroline
	 	 Carroll
	 	
	 Charles City
	  	 Charlotte
	 	 Charlottesville City
	 		 	 Chesapeake (City)
	 		 	 Chesterfield

	 Colonial Heights
	  	 Covington (City)
	 	 Craig
	 	 Culpepper
	 	 Cumberland
	 	 Danville (City)
	 	
	 Dickinson
	  	 Dinwiddie
	 	 Essex
	 	 Fairfax
	 	 Fairfax (City)
	 	 Falls Church
	 	 Fauquier

	 Fluvanna
	  	 Floyd
	 	 Franklin (City)
	 	 Fredericksburg City
	 		 	 Galax (City)
	 	 Giles

	 Gloucester
	  	 Goochland
	 	 Grayson
	 	 Greene
	 	 Greensville
	 	 Halifax
	 	 Hampton (City)

	 Hanover
	  	 Henrico
	 	 Henry
	 	 Hopewell
	 	 Isle of Wight
	 	 James City
	 	 King and Queen

	 King George
	  	 King William
	 	 Lee
	 	 Lexington
	 	 Loudoun
	 	 Louisa
	 	 Lunenburg

	 Lynchburg City
	  	 Madison
	 	 Manassas
	 	 Manassas Park
	 	 Martinsville (City)
	 		 	 Mathews

	 Mecklenburg
	  	 Montgomery
	 	 Nelson
	 	 New Kent
	 	 Newport News (City)
	 		 	 Norfolk

	 Norfolk (City)
	  	 Norton
	 	 Nottoway
	 	 Orange
	 	 Patrick
	 	 Petersburg (City)
	 	
	 Pittsylvania
	  	 Poquoson (City)
	 	 Portsmouth (City)
	 		 	 Powhatan
	 	 Prince Edward
	 	 Prince George

	 Prince William
	  	 Pulaski
	 	 Radford (City)
	 	 Richmond City
	 	 Roanoke
	 	 Rockbridge
	 	 Russell

	 Salem (City)
	  	 Scott
	 	 Smyth
	 	 Spotsylvania
	 	 Stafford
	 	 Staunton City
	 	 Suffolk (City)

	 Surry
	  	 Sussex
	 	 Tazewell
	 	 Virginia Beach (City)
	 		 	 Washington
	 	 Waynesboro City

	 Westmoreland
	  	 Williamsburg City
	 		 	 Wise
	 	 Wythe
	 	 York
	 	
	
	West Virginia Counties
							
	 Boone
	  	 Cabell
	 	 Calhoun
	 	 Clay
	 	 Fayette
	 	 Greenbrier
	 	 Jackson

	 Kanawha
	  	 Lincoln
	 	 Mason
	 	 Monroe
	 	 Nicholas
	 	 Putnam
	 	 Raleigh

	 Roane
	  	 Summers
	 		 		 		 		 	

  

 Attachment 9.1.1 – Page 4 








 Attachment 8.6: 
 HIPAA CONFIDENTIALITY AGREEMENT 
 See Next
Page 
 - Remainder of Page Left Intentionally Blank - 







 

 
 CONFIDENTIALITY COVENANT 
 I acknowledge that I am aware of and understand the corporate policies of Amedisys regarding the security of personal health information including the policies and procedures
relating to the use, collection, disclosure, storage, and destruction of protected health information. 
 In consideration of my
employment or association with Amedisys and as an integral part of the terms and conditions of my employment or association, I hereby covenant, warrant, and agree that I shall not at any time, during my employment, contract, association, or
appointment with Amedisys or after the cessation of such employment, contract, association, or appointment, access or use protected health information except as may be required in the course and scope of my duties and responsibilities and in
accordance with applicable law and corporate and departmental policies governing the proper use and release of protected health information. 
 I fully understand and acknowledge that my obligations outlined hereinabove will continue even after the termination of my employment, contract, association, or appointment with Amedisys. 
 I also understand that the unauthorized use or disclosure of protected health information shall result in Company disciplinary action up to
and including termination of my employment, contract, association, or appointment, the institution of legal action pursuant to applicable state or federal laws, and a report to my professional regulatory body. 
 I further acknowledge that by virtue of my employment, contract, association, or appointment with Amedisys, that I may be afforded access to
Confidential Company Information concerning the business and practices of Amedisys, which shall specifically include, but shall not be limited to inventions and improvements, ideas, plans, processes, financial information, techniques, technology,
trade secrets, patient lists, manuals, disease state management protocols, and/or other information developed, in the possession of, or acquired by or on behalf of Amedisys, which relates to or affects any aspect of Amedisys’ business and
affairs (“Confidential Company Information”). I hereby agree that I will not use, disclose, or distribute Confidential Company Information and/or information derived therefrom except for the exclusive benefit of Amedisys. 
 I understand, acknowledge, and agree that nothing contained herein shall be deemed or regarded as an employment contract or any other
guarantee of employment, and shall not otherwise alter or affect my status as an at-will employee (or where applicable, independent contractor) of the Company. 
 EXECUTED, this                      day of
                    , 200    . 
  

					
			
	  	 		 	  
	Signature	 		 	 Printed Name









 Attachment 6.3 
 RELEASE 
 In exchange for certain termination
payments, benefits and promises to which David R. Bucey (“Bucey”) would not otherwise be entitled, Bucey, knowingly and voluntarily releases Amedisys, Inc., its subsidiaries, affiliates or related corporations, together with its/their
officers, directors, agents, employees and representatives (collectively, the “Company”), of and from any and all claims, demands, obligations, liabilities and causes of action, of whatsoever kind in law or equity, whether known or
unknown, which Bucey has or ever had against the Company on or before the date of the execution of this Release, including but not limited to claims in common law, whether in contract or in tort, and causes of action under the Age Discrimination in
Employment Act, 29 U.S.C. Sections 621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. Sections 2000e et seq., the Employee Retirement Income Security Act, 29 U.S.C. Sections 1001 et seq., the Americans with Disabilities Act, 29 U.S.C.
Section 12101 et seq., and all other federal, state or local laws, ordinances or regulations, for any losses, injuries or damages (including compensatory or punitive damages), attorney’s fees and costs arising out of employment or
termination from employment with the Company. 
 Bucey acknowledges that he has had a period of twenty-one (21) days from
the date of receipt of this Release to consider it, and that he has been given the opportunity to consult an attorney prior to executing this Release. This Release shall not become effective or enforceable until seven (7) days following its
execution by Bucey. Prior to the expiration of the seven-(7) day period, Bucey may revoke Bucey’s consent to this Release. 
 Bucey acknowledges by executing this Release that Bucey has returned to the Company all Company property in Bucey’s possession. 
 Bucey acknowledges that the terms of this Release and Bucey’s separation of employment are confidential and, unless otherwise required by law or for the purposes of enforcing the Release or when
needed to consult with Bucey’s immediate family or tax or legal advisors, neither Bucey nor Bucey’s agents shall divulge, publish or publicize any such confidential information to any third parties or the media, or to any current or former
employee, customer or client of the Company or its businesses or any of its affiliates. 
 BUCEY ACKNOWLEDGES HE FULLY
UNDERSTANDS THE CONTENTS OF THIS RELEASE AND EXECUTES IT FREELY AND VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE. 
  

			
		
	Signed:	 	 
		
	Date: