Exhibit 10.3

     

       

    FORM OF

    

       

    ENHABIT, INC.

    

       

    EXECUTIVE SEVERANCE PLAN

    

       

    Enhabit, Inc., a Delaware corporation (the “Company”), has adopted the Enhabit, Inc. Executive Severance Plan (the “Plan”), to be effective as of the date on which the Company becomes a separate publicly traded company in connection with its separation from Encompass Health Corporation, for the benefit of certain
      employees of the Company and its subsidiaries, on the terms and conditions hereinafter stated.

    

       

    The Plan is intended to help retain qualified employees and provide financial security to certain employees of the Company and its subsidiaries whose employment with the Company and
      its subsidiaries may be terminated under circumstances entitling them to severance benefits as provided herein.  The Plan is intended to be a plan that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred
      compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. To the maximum extent permitted by law, the Plan is not intended to provide for any “deferral of
      compensation,” as defined in Section 409A of the Code (“Section 409A”) and authoritative Department of Treasury regulations and other interpretive guidance issued thereunder (including the Proposed
      Treasury Regulations issued June 22, 2016, to the extent the application of such proposed regulations facilitates the administration of this Plan in accordance with the intentions set forth in this paragraph). Instead, payments and benefits under the
      Plan are intended to fall within the exemptions for “short-term deferrals,” as set forth in Treasury Regulations section 1.409A-1(b)(4), and “separation pay due to involuntary separation from service or participation in a window program,” as set
      forth in Treasury Regulations section 1.409A-1(b)(9)(iii), and it is further intended that each Participant’s benefits shall be payable only upon a Participant’s “separation from service” under Treasury Regulations section 1.409A-1(h). For purposes
      of Treasury Regulations section 1.409A-2(b)(2)(iii), the right to each payment under the Plan shall be treated as the right to a separate payment. The Plan shall be administered and interpreted to the extent possible in a manner consistent with these
      intentions.

    

       

    ARTICLE I

    

       

    DEFINITIONS AND INTERPRETATIONS

    

       

    Section 1.01       Definitions.  Capitalized terms used in the
          Plan shall have the following respective meanings, except as otherwise provided or as the context shall otherwise require:

    

       

    “Annual Salary” shall mean the base salary paid to a Participant immediately prior to his or her Termination Date
      on an annual basis exclusive of any bonus payments or additional payments under any Benefit Plan.

     

       

    
      
        


    

    
    “Benefit Plan” shall mean any “employee benefit plan” (including any employee benefit plan within the meaning of
      Section 3(3) of ERISA), program, arrangement or practice maintained, sponsored or provided by the Company and any of its subsidiaries, including those relating to compensation, bonuses, profit-sharing, stock option, or other stock related rights or
      other forms of incentive or deferred compensation, paid time off benefits, insurance coverage (including any self-insured arrangements) health or medical benefits, disability benefits, workers’ compensation, supplemental unemployment benefits,
      severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance or other benefits).

    

       

    “Board” shall mean the Board of Directors of the Company.

    

       

    “Cause” shall have the meaning set forth in any individual employment or similar agreement between the Company (or
      any of its subsidiaries) and a Participant, or in the event that a 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 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 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 as a direct result of any willful or grossly negligent act or omission of the Participant in connection with his 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), the Participant shall not have acted in a “willful” manner if the Participant acted, or failed to act, in a manner that he believed in good faith
          to be in, or not opposed to, the best interests of the Company or any of its subsidiaries;

    

       

    (iv)      the Participant’s admission of liability of,
          or finding by a court or the 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
          nature).  As used herein, the term “Securities Laws” means any Federal of state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act and the Exchange Act;

    

       

    (v)        a formal indication from any agency or
          instrumentality of any state or the United States of America, including 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 for a violation of any Securities Laws in connection with his employment by the Company or any of its subsidiaries (excluding any technical violations of the Securities
          law which are not criminal in nature);

     

      

    
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    (vi)       the Participant’s failure after reasonable
          prior written notice from the Company or any of its subsidiaries to comply with any valid and legal directive of the Chief Executive Officer or the Board that is not remedied within thirty (30) days of the Participant being provided written
          notice thereof from the Company; or

    

       

    (vii)      other than as provided in clauses (i)
          through (vi) above, the Participant’s breach of any material provision of any employment agreement, 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 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 or otherwise follow directions, all as provided herein, which shall
          not require additional notices as provided in clauses (i) through (vi) above.

    

       

    Cause shall be determined by the affirmative vote of at least fifty percent (50%) of the members of the Board (excluding the Participant, if a
      Board member, and excluding any member of the Board involved in events leading to the Board’s consideration of terminating the Participant for Cause).

    

       

    “Code” shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code
      shall be deemed to include any amendments or successor provisions to such section and any regulations under such section.

    

       

    “Common Stock” shall mean $.01 par value common stock of the Company, and such other securities of the Company as
      may be substituted for Common Stock.

    

       

    “Compensation and Human Capital Committee” shall mean the Compensation and Human Capital Committee of the Board.

    

       

    “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations
      promulgated thereunder.

    

       

    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

    

       

     “Good Reason” shall mean, when used with reference to any Participant, any of the following actions or failures to
      act, but in each case only if it occurs while such Participant is employed by the Company or any of its subsidiaries and then only if it is not consented to by such 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 results in a material adverse change in
      such 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;

    

       

    
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    (ii)       a material reduction in such Participant’s total compensation from that in effect immediately prior to the effective date of such reduction.  For
      purposes of this clause (ii), “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 occurred hereunder on account of (A) any change to a plan term other than ultimate target bonus opportunity or equity opportunity, (B) the actual payout of any bonus amount or equity amount, (C) any reduction resulting from 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 such Participant;

    

       

    (iii)      any change of more than fifty (50) miles in the location of the principal place of employment of such Participant immediately prior to the effective
      date of such change; or

    

       

    (iv)      the Participant receives a Removal Notice in accordance with Section 2.01(a) hereof or a notice of termination of the Plan in accordance with Section
      5.04 hereof.

    

       

    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” with respect to any Participant if remedied by the Company within thirty (30) days after receipt of written notice thereof given by such 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 or any of its subsidiaries 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 (iii) above on the sixtieth (60th) day following the later of
      the occurrence of such action or the Participant’s knowledge thereof, unless such Participant has given the Company written notice thereof prior to such date.  In the case of clause (iv) above, Good Reason shall cease to exist on the sixtieth (60th) day following the delivery of such notice. Furthermore, any benefits under the Plan resulting from the occurrence described in clause (iv) above shall be based on the
      status of the Participant as a Tier 1 Participant, Tier 2 Participant or Tier 3 Participant as of the date of such occurrence.

    

       

    “Participant” shall mean each employee of the Company or any of its subsidiaries who is designated in writing as a
      participant in the Plan by the Board or the Compensation and Human Capital Committee from time to time; provided that the Chief Executive Officer may designate an employee of the Company or any of its subsidiaries (other than an executive officer) as
      a Tier 3 Participant and shall provide prompt notice to the Compensation and Human Capital Committee of such designation.

     

       

    
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    “Plan” shall mean this Enhabit, Inc. Executive Severance Plan, as amended, supplemented or modified from time to
      time in accordance with its terms.

    

       

    “Pro-rated Portion” shall mean, with respect to any equity-based grant or award, a fraction (i) whose numerator is
      the number of months elapsed from the date of grant of such Award through the effective date of termination of a Participant’s employment in the circumstances described in Section 3.01 below, and (ii) whose denominator is the total number of months
      over which the grant or award would have vested or had its restrictions lapse under the applicable award agreement. For purposes of this definition, the months elapsed will include the month in which the effective date of termination occurs if such
      date is the 16th, or a subsequent, day of that month.

    

       

    “SEC” shall mean the United States Securities Exchange Commission.

    

       

    “Securities Act” shall mean the Securities Act of 1933, as amended and the rules and regulations promulgated
      thereunder.

    

       

     “Severance Multiplier” shall mean, (i) in the case of a Tier 1 Participant, three times (3x), (ii) in the case of
      a Tier 2 Participant, two times (2x), and (iii) in the case of a Tier 3 Participant, one times (1x).

    

       

    “Successor” shall mean a successor to all or substantially all of the business, operations or assets of the
      Company.

    

       

    “Termination Date” shall mean, with respect to any Participant, the termination date specified in the Termination
      Notice delivered by such Participant to the Company in accordance with Section 2.02 or as set forth in any Termination Notice delivered by the Company.

    

       

    “Termination Notice” shall mean, as appropriate, written notice from (a) a Participant to the Company purporting to
      terminate such Participant’s employment for Good Reason in accordance with Section 2.02 or (b) the Company to any Participant purporting to terminate such Participant’s employment for Cause or Disability in accordance with Section 2.03.

    

       

    “Tier 1 Participant” shall mean each Participant designated in writing by the Board or the Compensation and Human
      Capital Committee as a Tier 1 Participant, as that designation may be amended in accordance with Section 2.01.

    

       

    “Tier 2 Participant” shall mean each Participant designated in writing by the Board or the Compensation and Human
      Capital Committee as a Tier 2 Participant, as that designation may be amended in accordance with Section 2.01.

    

       

    
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    “Tier 3 Participant” shall mean each Participant designated in writing by the Board or the Compensation and Human
      Capital Committee as a Tier 3 Participant, as that designation may be amended in accordance with Section 2.01.

    

       

    Section 1.02         Interpretation.  In the Plan, unless a clear
          contrary intention appears, (a) the words “herein,” “hereof” and “hereunder” refer to the Plan as a whole and not to any particular Article, Section or other subdivision, (b) reference to any Article or Section, means such Article or Section
          hereof and (c) the words “including” (and with correlative meaning “include”) means including, without limiting the generality of any description preceding such term. The Article and Section headings herein are for convenience only and shall not
          affect the construction hereof.

    

       

    ARTICLE II

    

       

    ELIGIBILITY AND BENEFITS

    

       

    Section 2.01         Eligible Employees.

    

       

    (a)         Once designated as a “Participant,” by the
          Board, the Compensation and Human Capital Committee, or the Chief Executive Officer, as applicable, an employee of the Company or any of its subsidiaries shall continue to be a “Participant” in the Plan while he or she remains employed by the
          Company or any of its subsidiaries, unless such employee is given written notice of the Board’s or the Compensation and Human Capital Committee’s determination that such Participant shall cease to be a Participant as of the date specified in such
          notice (a “Removal Notice”).

    

       

    (b)        The Plan is only for the benefit of
          Participants, and no other employees, personnel, consultants or independent contractors shall be eligible to participate in the Plan or to receive any rights or benefits hereunder.

    

       

    Section 2.02       Termination Notices from Participants.  For
          purposes of the Plan, in order for any Participant to terminate his or her employment for Good Reason, such Participant must give a Termination Notice to the Company in accordance with the requirements specified under the definition of Good
          Reason in Section 1.01, which notice shall be signed by such Participant, shall be dated the date it is given to the Company, shall specify the Termination Date and shall state that the termination is for Good Reason and shall set forth in
          reasonable detail the facts and circumstances claimed to provide a basis for such Good Reason.  Any Termination Notice given by a Participant that does not comply in all material respects with the foregoing requirements as well as the “Good
          Reason” definition provisions set forth in Section 1.01 shall be invalid and ineffective for purposes of the Plan.  If the Company receives from any Participant a Termination Notice that states that the termination is for Good Reason and which
          the Company believes is invalid and ineffective as aforesaid, it shall promptly notify such Participant of such belief and the reasons therefor.  Any termination of employment by the Participant that either does not constitute Good Reason or
          fails to meet the Termination Notice requirements set forth above shall be deemed a termination by the Participant without Good Reason.

    

       

    
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    Section 2.03       Termination Notices from Company.  For purposes
          of the Plan, in order for the Company or any of its subsidiaries to terminate any Participant’s employment for Cause, the Company must give a Termination Notice to such Participant, which notice shall be dated the date it is given to such
          Participant, shall specify the Termination Date and shall state that the termination is for Cause and shall set forth in reasonable detail the particulars thereof.  Any Termination Notice given by the Company that does not comply, in all material
          respects, with the foregoing requirements shall be invalid and ineffective for purposes of the Plan.  Any Termination Notice purported to be given by the Company to any Participant after the death or retirement of such Participant shall be
          invalid and ineffective.

     

      

    ARTICLE III

    

       

    SEVERANCE AND RELATED TERMINATION BENEFITS

    

       

    Section 3.01         Termination of Employment.

    

       

    (a)          In the event that a Participant’s
          employment is terminated (i) by the Participant for Good Reason (while such Good Reason exists) or (ii) by the Company or any of its subsidiaries without Cause, then in each case, subject to Sections 3.02 through 3.05 hereof:

    

       

    (A)        such Participant shall be entitled to
          receive, and the Company shall be obligated to pay to the Participant, a lump sum payment within sixty (60) days following such Participant’s Termination Date in an amount equal to (i) the Participant’s Annual Salary on the Termination Date
          multiplied by the Severance Multiplier plus (ii) all unused paid time off time accrued by such Participant as of the Termination Date under the Company’s paid time off policy plus (iii) all accrued but unpaid compensation, excluding any nonqualified deferred compensation, earned by such Participant as of the Termination Date ((ii) and (iii) together, the “Accrued
              Obligations”);

    

       

    (B)       for a period of months equal to the
          Participant’s Severance Multiplier multiplied by twelve (12), such Participant and his or her dependents shall continue to be covered by all medical, dental and vision insurance plans and programs (excluding disability insurance) maintained by
          the Company or any of its subsidiaries under which the Participant was covered immediately prior to the Termination Date (collectively, the “Continued Benefits”) at the same cost sharing between the
          Company (or any of its subsidiaries) and Participant as a similarly situated active employee;

    

       

    (C)         a Pro-rated Portion of any unvested options and stock
          appreciation rights held by the Participant to purchase Company stock will become automatically vested and exercisable and shall continue to be exercisable for such time as otherwise vested options and stock appreciation rights are exercisable
          under the related plan and award agreement;

    

       

    
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    (D)       the vesting restrictions based upon
          continued employment on a Pro-rated Portion of all other awards relating to Common Stock (including but not limited to restricted stock, restricted stock units, and awards deemed achieved pursuant to clause (E) below) held by the Participant
          shall immediately lapse and, in the case of restricted stock units, shall become payable at the time specified in clause (A) above, to the extent permitted by Section 409A; and

    

       

    (E)        the achievement of performance criteria on any awards related to
          the Common Stock (including but not limited to performance shares or performance share units) held by a Participant shall deemed to have been met to the extent determined by the Compensation and Human Capital Committee.

    

       

    Notwithstanding anything herein to the contrary, in the event that a Participant is deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, the lump
      sum severance payment, together with interest at the an annual rate (compounded monthly) equal to the federal short-term rate (as in effect under Section 1274(d) of the Code on the Termination Date) shall be paid, to the extent required to avoid the
      application of taxes and penalties under Section 409A, to such Participant immediately following the date that is six months after the Termination Date and no later than thirty (30) days following such date.  In any event, all Accrued Obligations
      shall be paid to the Participant no later than sixty (60) days following the Termination Date.

    

       

    (b)        In the event that a Participant’s
          employment is terminated (i) by the Company or any of its subsidiaries for Cause or (ii) by the Participant other than for Good Reason, then in each case:

    

       

    (A)       such Participant shall be entitled to
          receive, and the Company shall be obligated to pay to the Participant a lump sum payment equal to the Accrued Obligations; and

    

       

    (B)        such Participant shall be entitled to
          continue to maintain coverage for such Participant under the provisions of Section 4980B of the Code (“COBRA”) until the expiration of eligibility under COBRA.  The Participant shall be required to
          make any premium payments for such coverage under the provisions of COBRA.

    

       

    (c)       At the expiration of the period applicable
          to Continued Benefits as provided in Section 3.01(a)(B), the Participant and his or her dependents shall be entitled to continued coverage under COBRA for a period, if any, equal to the difference between the maximum coverage period applicable to
          such Participant or a dependent under COBRA and the period under which continued Benefits were provided pursuant to Section 3.01(a)(B).

    

       

    (d)         Notwithstanding the foregoing, the failure
          to continue a Participant’s employment with the Company or any of its subsidiaries following the expiration of an employment agreement between the Company and the Participant shall not be treated as termination without Cause by the Company or a
          termination by the Participant for Good Reason.

    

       

    
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    Section 3.02        Condition to Receipt of Severance Benefits. 
          As a condition to receipt of any payment or benefits under Section 3.01(a), such Participant must enter into a restrictive covenant (non-solicitation, non-compete, non-disclosure, non-disparagement) and release agreement (a “Release Agreement”) with the Company and its affiliates substantially in the form attached hereto as Exhibit A. The Participant must execute and deliver a Release Agreement, and such Release
          Agreement must become effective and irrevocable in accordance with its terms, no later than sixty (60) days following such Participant’s Termination Date. If this requirement is not satisfied, the Participant shall forfeit the right to receive
          any benefits under Section 3.01(a) and shall instead be entitled to benefits only under Section 3.01(b). In the event such Participant’s receipt of any or all of the payment or benefits under Section 3.01(a) is subject to Section 409A and such
          60-day period extends into a new calendar year, the Company shall deliver such portion of the payments and benefits to the Participant on the later of the first business day of that new year or the effective date of such Release Agreement.

    

       

    Section 3.03         Limitation of Benefits.

    

       

    (a)          Anything in the Plan to the contrary
          notwithstanding, the obligation of the Company or any of its subsidiaries to provide the Continued Benefits as provided in Section 3.01(a)(B) shall cease immediately upon such Participant beginning employment with a third party that provides such
          Participant with substantially comparable health and welfare benefits.

    

       

    (b)         Any amounts payable under the Plan shall
          be in lieu of and not in addition to any other severance or termination payment under any other plan or agreement with the Company or any of its current or former affiliates.  As a condition to receipt of any payment under the Plan, the
          Participant shall waive any entitlement to any other severance or termination payment by the Company or any of its current or former affiliates, including any severance or termination payment set forth in any employment agreement with the Company
          or any of its subsidiaries.  In the event a Participant is entitled to benefits under the Company’s Change of Control Plan (as amended, restated, supplemented or modified from time to time), the Participant shall not be entitled to any benefits
          hereunder.  Notwithstanding the foregoing, nothing in this Section 3.03(b) shall abridge the Participant’s rights with respect to vested benefits under any Benefit Plan.

    

       

    Section 3.04        Plan Unfunded; Participant’s Rights Unsecured. 
          The Company shall not be required to establish any special or separate fund or make any other segregation of funds or assets to assure the payment of any benefit hereunder.  The right of any Participant to receive the benefits provided for herein
          shall be an unsecured obligation against the general assets of the Company.

    

       

    
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    ARTICLE IV

    

       

    CLAIMS PROCEDURE

    

       

    Section 4.01         Claims Procedure

    

       

    (a)          It shall not be necessary for a Participant who has become entitled to receive a benefit hereunder to file a claim for such benefit with any person as
      a condition precedent to receiving a distribution of such benefit.  However, any Participant or beneficiary who believes that he or she has become entitled to a benefit hereunder and who has not received, or commenced receiving, a distribution of
      such benefit, or who believes that he or she is entitled to a benefit hereunder in excess of the benefit which he or she has received, or commenced receiving, may file a written claim for such benefit with the Compensation and Human Capital Committee
      no later than ninety (90) days following the date on which he or she allegedly became entitled to receive a distribution of such benefit.  Such written claim shall set forth the Participant’s or beneficiary’s name and address and a statement of the
      facts and a reference to the pertinent provisions of the Plan upon which such claim is based.  The Compensation and Human Capital Committee shall, within ninety (90) days after such written claim is filed, provide the claimant with written notice of
      its decision with respect to such claim.  If such claim is denied in whole or in part, the Compensation and Human Capital Committee shall, in such written notice to the claimant, set forth in a manner calculated to be understood by the claimant the
      specific reason or reasons for denial; specific references to pertinent provisions of the Plan upon which the denial is based; a description of any additional material or information necessary for the claimant to perfect his or her claim and an
      explanation of why such material or information is necessary; and an explanation of the provisions for review of claims set forth in Section 4.01(b) below.

    

       

    (b)          A Participant or beneficiary who has filed a written claim for benefits with the Compensation and Human Capital Committee which has been denied may
      appeal such denial to the Compensation and Human Capital Committee and receive a full and fair review of his or her claim by filing with the Compensation and Human Capital Committee a written application for review at any time within sixty (60) days
      after receipt from the Compensation and Human Capital Committee of the written notice of denial of his or her claim provided for in Section 4.01(a) above.  A Participant or beneficiary who submits a timely written application for review shall be
      entitled to review any and all documents pertinent to his or her claim and may submit issues and comments to the Compensation and Human Capital Committee in writing.  Not later than sixty (60) days after receipt of a written application for review,
      the Compensation and Human Capital Committee shall give the claimant written notice of its decision on review, which written notice shall set forth in a manner calculated to be understood by the claimant specific reasons for its decision and specific
      references to the pertinent provisions of the Plan upon which the decision is based. In the event the claimant disputes the decision of the Compensation and Human Capital Committee, the claimant may not bring suit in court with respect to such
      dispute under the Plan later than one hundred eighty (180) days after receiving the Compensation and Human Capital Committee’s written notice of its decision.

    

       

    (c)          Any act permitted or required to be taken by a Participant or beneficiary under this Section 4.01 may be taken for and on behalf of such Participant
      or beneficiary by such Participant’s or beneficiary’s duly authorized representative.  Any claim, notice, application or other writing permitted or required to be filed with or given to a party by this Article shall be deemed to have been filed or
      given when deposited in the U.S. mail, postage prepaid, and properly addressed to the party to whom it is to be given or with whom it is to be filed.  Any such claim, notice, application, or other writing deemed filed or given pursuant to the next
      foregoing sentence shall in the absence of clear and convincing evidence to the contrary, be deemed to have been received on the fifth (5th) business day following the
      date upon which it was filed or given.  Any such notice, application, or other writing directed to a Participant or beneficiary shall be deemed properly addressed if directed to the address set forth in the written claim filed by such Participant or
      beneficiary.

    

       

    
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    ARTICLE V

    

       

    Miscellaneous Provisions

    

       

    Section 5.01       Recoupment. Nothing in the Plan, including the
          treatment under the Plan of awards relating to the Common Stock held by the Participant, cash distributed to a Participant pursuant thereto, or proceeds received by a Participant upon the sale of any related Common Stock, should be interpreted to
          alter or supersede the terms or requirements of the Company’s Compensation Recoupment Policy, as it may be amended from time to time, which policy is hereby incorporated in the Plan by reference.

    

       

    Section 5.02      Cumulative Benefits.  Except as provided in
          Section 3.03, the rights and benefits provided to any Participant under the Plan are in addition to and shall not be a replacement of, all of the other rights and benefits provided to such Participant under any Benefit Plan or any agreement
          between such Participant and the Company (or any of its subsidiaries).

    

       

    Section 5.03         No Mitigation.  No Participant shall be
          required to mitigate the amount of any payment provided for in the Plan by seeking or accepting other employment following a termination of his or her employment with the Company, any of its subsidiaries or otherwise.  Except as otherwise
          provided in Section 3.03, the amount of any payment provided for in the Plan shall not be reduced by any compensation or benefit earned by a Participant as the result of employment by another employer or by retirement benefits. The Company’s
          obligations to make payments to any Participant required under the Plan shall not be affected by any set off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against such Participant.

    

       

    Section 5.04         Amendment or Termination.   The Board may
          amend or terminate the Plan at any time upon not less than seventy-five (75) days’ notice to each then-current Participant; provided that no amendment or termination may adversely affect the rights of any Participant who is receiving benefits
          under the Plan at such time of amendment or termination. Notwithstanding the foregoing, nothing herein shall abridge the Compensation and Human Capital Committee’s authority to designate new Participants or to determine that a Participant shall
          no longer be entitled to participate in the Plan in accordance with Section 2.01(a).

    

       

    Section 5.05        Enforceability.  The failure of Participants
          or the Company to insist upon strict adherence to any term of the Plan on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other
          term of the Plan.

    

       

    
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    Section 5.06         Administration.

    

       

    (a)          The Compensation and Human Capital
          Committee shall have full and final authority, subject to the express provisions of the Plan, with respect to designation of Participants and administration of the Plan, including but not limited to, the authority to construe and interpret any
          provisions of the Plan and to take all other actions deemed necessary or advisable for the proper administration of the Plan. The Compensation and Human Capital Committee may delegate any of its duties under the Plan to such individuals or
          entities from time to time as it may designate. The Compensation and Human Capital Committee shall utilize the records of the Company or any of its subsidiaries with respect to a Participant’s service history with the Company or any of its
          subsidiaries, compensation, absences, and all other relevant matters and such records shall be conclusive for all purposes under the Plan.

    

       

    (b)          The Company shall indemnify and hold
          harmless each member of the Compensation and Human Capital Committee and any other employee of the Company that acts at the direction of the Compensation and Human Capital Committee against any and all expenses and liabilities arising out of his
          or her administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or
          responsibilities, but excluding expenses and liabilities that are caused by or result from such member’s or employee’s own gross negligence or willful cause.  Expenses against which such member or employee shall be indemnified hereunder shall
          include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof.

    

       

    Section 5.07        Consolidations, Mergers, Etc.  In the event of
          a merger, consolidation or other transaction, nothing herein shall relieve the Company from any of the obligations set forth in the Plan; provided, however, that nothing in this Section 5.07 shall prevent an acquirer of or Successor to the
          Company from assuming the obligations, or any portion thereof, of the Company hereunder pursuant to the terms of the Plan provided that such acquirer or Successor provides adequate assurances of its ability to meet this obligation.  In the event
          that an acquirer of or Successor to the Company agrees to perform the Company’s obligations, or any portion thereof, hereunder, the Company shall require any person, firm or entity which becomes its Successor to expressly assume and agree to
          perform such obligations in writing, in the same manner and to the same extent that the Company would be required to perform hereunder if no such succession had taken place.

    

       

    Section 5.08        Successors and Assigns.  The Plan shall be
          binding upon and inure to the benefit of the Company and its Successors and assigns.  The Plan and all rights of each Participant shall inure to the benefit of and be enforceable by such Participant and his or her personal or legal
          representatives, executors, administrators, heirs and permitted assigns.  If any Participant should die while any amounts are due and payable to such Participant hereunder, all such amounts, unless otherwise provided herein, shall be paid in
          accordance with the terms of the Plan to such Participant’s devisees, legatees or other designees or, if there be no such devisees, legatees or other designees, to such Participant’s estate.  In the event of the death of any Participant during
          the Severance Period, dependents of such Participant shall be eligible to continue participation in any Continued Benefits in which the Participant was enrolled at the time of death. No payments, benefits or rights arising under the Plan may be
          assigned or pledged by any Participant, except under the laws of descent and distribution.

    

       

    
      12

      
        


    

    Section 5.09       Notices.  All notices and other communications
          provided for in the Plan shall be in writing and shall be sent, delivered or mailed, addressed as follows: (a) if to the Company, at the Company’s principal office address or such other address as the Company may have designated by written notice
          to all Participants for purposes hereof, directed to the attention of the General Counsel, and (b) if to any Participant, at his or her residence address on the records of the Company or to such other address as he or she may have designated to
          the Company in writing for purposes hereof.  Each such notice or other communication shall be deemed to have been duly given or mailed by United States certified or registered mail, return receipt requested, postage prepaid, except that any
          change of notice address shall be effective only upon receipt.

    

       

    Section 5.10        Tax Withholding.  The Company and its
          subsidiaries shall have the right to deduct from any payment hereunder all taxes (federal, state or other) which it is required to be withhold therefrom.

    

       

    Section 5.11        No Employment Rights Conferred.  The Plan
          shall not be deemed to create a contract of employment between any Participant and the Company and/or its affiliates.  Nothing contained in the Plan shall (a) confer upon any Participant any right with respect to continuation of employment with
          the Company or any of its subsidiaries or (b) subject to the rights and benefits of any Participant hereunder, interfere in any way with the right of the Company or any of its subsidiaries to terminate such Participant’s employment at any time.

    

       

    Section 5.12         Entire Plan.  The Plan contains the entire
          understanding of the Participants and the Company with respect to the severance arrangements maintained on behalf of the Participants by the Company or any of its subsidiaries, which are provided for herein.  There are no restrictions,
          agreements, promises, warranties, covenants or undertakings between the Participants and the Company or any of its subsidiaries with respect to the subject matter herein other than those expressly provided for herein.

    

       

    Section 5.13    Prior Agreements.  The Plan supersedes all prior
          agreements, programs and understandings (including verbal agreements and understandings) between the Participants and the Company and any of its current or former affiliates regarding the terms and conditions of Participant’s severance
          arrangements.

    

       

    Section 5.14       Severability.  If any provision of the Plan is,
          becomes or is deemed to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Plan shall not be affected thereby.

    

       

    
      13

      
        


    

    Section 5.15       Governing Law.  The Plan shall be governed by
          and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws rules, and applicable federal law.

    

       

    [Remainder of the Page Intentionally Left Blank]

    

       

    
      14

      
        


    

    
    Exhibit A

    

       

    RESTRICTIVE COVENANT AND RELEASE AGREEMENT

    FOR EXECUTIVE EMPLOYEES ELIGIBLE FOR SEVERANCE

    

       

    This Release Agreement (this “Agreement”) is entered into between [NAME] (“Executive”) and Enhabit, Inc. (together with its subsidiaries, the “Company”),
      pursuant-to the terms and conditions of the Enhabit, Inc. Executive Severance Plan, which is attached hereto as Exhibit A (the “Severance Plan”).

    

       

    WITNESSETH

    

       

    WHEREAS, Executive is employed by the Company as [TITLE] and is a “Participant” in the Severance Plan (as such term is defined in the Severance Plan);

    

       

    WHEREAS, Executive’s last day of employment with the Company will be [DATE], and such date shall be the “Termination Date” for purposes of this Agreement and the Severance
      Plan;

    

       

    WHEREAS, Executive is eligible to receive the severance and other benefits under Section 3.01(a) of the Severance Plan, subject to the terms and conditions of the Severance Plan,
      including, but not limited to, Executive’s execution and delivery to the Company of this Agreement and it becoming effective;

    

       

    WHEREAS, Executive has agreed to comply with, among other things, certain confidentiality, noncompetition and nonsolicitation provisions, which are provided below, and such
      provisions shall be fully enforceable by the Company; and

    

       

    WHEREAS, Executive and the Company wish to settle, fully and finally, all matters between them under the terms and conditions exclusively set forth in this Agreement.

    

       

    NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is mutually
      acknowledged, the Company and Executive agree as follows:

    

       

    1.           Severance. Provided that this Agreement becomes effective pursuant to Paragraph 4 of this Agreement:

    

       

    (a)         The Company shall pay the severance amount listed on Line 1 of Exhibit B attached hereto,
        subject to all applicable federal, state and local withholdings, in accordance with the terms and conditions of the Severance Plan, paid out in a lump sum no later than sixty (60) days following the Termination Date. In the event any of such
        payment is subject to Section 409A and such 60-day period extends into a new calendar year, the Company shall deliver such payment to the Participant on the later of the first business day of that new year or the effective date of this Agreement.

    

       

    
      A-1

      
        


    

    (b)         Executive will continue to be eligible to participate in the Company sponsored group healthcare
        benefits, (excluding disability insurance but specifically including medical, dental and vision plans), under which the Executive was covered immediately prior to the Termination Date, for the number of months listed on Line 2 of Exhibit B
        attached hereto, after the Termination Date (the “Severance Period”), provided that Executive continues to contribute toward the premiums at the level of an
        active employee of the Company. Thereafter, Executive’s right to continue coverage under the Company sponsored group healthcare plan at Executive’s own expense, pursuant to the statutory scheme commonly known as “COBRA,” shall be governed by
        applicable law and the terms of the plans and programs, and will be explained to Executive in a packet to be sent to Executive under separate cover.

    

       

    (c)          Executive acknowledges and agrees that the severance payments and benefits provided in
        subsection (a) and (b) of Section 1 are subject to forfeiture and repayment and any awards relating to Common Stock shall be cancellable and/or forfeitable in the event of a material violation by Executive of Sections 6, 7, and/or 8 of this
        Agreement.

    

       

    2.            Release.

    

       

    (a)      Executive, on behalf of Executive, Executive’s heirs, executors, administrators, successors and assigns, hereby irrevocably and unconditionally releases the Company and its
      subsidiaries, divisions and affiliates, together with their respective owners, assigns, agents, directors, partners, officers, trustees, members, managers, employees, insurers, employee benefit programs (including, but not limited to, trustees,
      administrators, fiduciaries, and insurers of such programs), attorneys and representatives and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the “Company Releasees”) from any and all
      charges, complaints, claims, liabilities, obligations, promises, agreements, causes of action, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, which Executive or Executive’s heirs, executors, administrators,
      successors or assigns ever had, now have or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, fact or cause whatsoever against the Company or any of the other
      Company Releasees from the beginning of time to the date upon which Executive signs this Agreement, including, but not limited to, any claims arising out of or relating to Executive’s employment with the Company and/or termination of employment from
      the Company. This release includes, without limitation, all claims arising out of, or relating to, Executive’s employment with the Company and the termination of Executive’s employment with the Company, including all claims for severance or
      termination benefits under Executive’s employment agreement with the Company, if any, and under any plan, policy or agreement (other than those benefits expressly payable hereunder) and all claims arising under any foreign, federal, state and local
      labor,  laws including, without limitation, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, Title VII of the Civil Rights
      Act of 1964, the Family and Medical Leave Act, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of
      1973, Sarbanes-Oxley Act, Executive Order 11246, the Lilly Ledbetter Fair Pay Act, the False Claims Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Alabama Age Discrimination Statute and the Workers’ Adjustment and Retraining
      Notification Act (and any similar state or local law), each as amended.

    

       

    
      A-2

      
        


    

    (b)        Nothing in this Paragraph 2 shall be deemed to release (i) Executive’s right to enforce the terms
        of this Agreement; (ii) Executive’s rights, if any, to any vested benefits or options under any incentive, bonus, or other benefit plan maintained by the Company; (iii) any right to indemnification under the Enhabit, Inc. certificate of
        incorporation or by-laws, in each case as amended and as in effect from time to time; or (iv) any claim that cannot be waived under applicable law. Nothing in this Agreement prevents Executive from initiating a complaint with or participating in
        any legally authorized investigation or proceeding conducted by the Equal Employment Opportunity Commission or any federal, state, or local law enforcement agency. Notwithstanding the foregoing, Executive agrees that Executive is waiving all rights
        to damages and all other forms of recovery arising out of any charge, complaint or lawsuit filed on behalf of Executive or any third party as to all claims waived in this Agreement.

    

       

    (c)        Executive acknowledges and agrees that the Company has fully satisfied any and all obligations
        owed to Executive arising out of Executive’s employment with the Company, and no further sums are owed to Executive by the Company or by any of the other Company Releasees at any time. Executive further acknowledges and agrees that the Company has
        paid Executive for all earned wages and accrued but unused paid time off through the Termination Date.  By entering into this Agreement, Executive explicitly waives any rights to severance or other post-termination benefits under any oral or
        written plan, policy, employment agreement, contract or arrangement with the Company, other than as provided in this Agreement. Executive acknowledges and agrees that, in the absence of this Agreement, the Company has no obligation to provide any
        of the consideration set forth in Paragraph 1 of this Agreement.  Executive further acknowledges and agrees that Executive has no rights to any unvested benefits or options under any incentive, bonus or other benefit plan, except as otherwise
        provided in the Severance Plan; and that all such vesting shall cease as of the Termination Date. Executive further acknowledges and agrees that any right to continue to contribute to the Company’s 401(k) plan for employees ended on the Termination
        Date. Furthermore, Executive acknowledges and agrees that the payments and benefits provided under Paragraph 1 of this Agreement shall not be included in any computation of earnings under the Company’s 401(k) plan or any other plan.

    

       

    (d)         Executive represents that Executive has no lawsuits pending against the Company or any of the
        other Company Releasees. Executive further covenants and agrees that neither Executive nor Executive’s heirs, executors, administrators, successors or assigns will be entitled to any personal recovery in any proceeding of any nature whatsoever
        against the Company or any of the other Company Releasees arising out of any of the matters released in Paragraph 2.

    

       

    
      A-3

      
        


    

    3.          Consultation with Attorney/Voluntary Agreement.  Executive acknowledges that (a) the Company is hereby advising Executive of Executive’s right to consult with an
      attorney of Executive’s own choosing prior to executing this Agreement, (b) Executive has carefully read and fully understands all of the provisions of this Agreement, and (c) Executive is entering into this Agreement, including the releases set
      forth in Paragraph 2 above, knowingly, freely and voluntarily in exchange for good and valuable consideration, including the obligations of the Company under this Agreement.

    

       

    4.            Consideration & Revocation Period.

    

       

    (a)        Executive acknowledges that Executive has been given at least twenty-one (21) calendar days
        following receipt of this Agreement to consider the terms of this Agreement, although Executive may execute it sooner.

    

       

    (b)         Executive will have seven (7) calendar days from the date on which Executive signs this Agreement
        to revoke Executive’s consent to the terms of this Agreement. Such revocation must be in writing and must be addressed and sent via email as follows: Enhabit, Inc., Attention: General Counsel, email address: [●]. Notice of such revocation must be
        received within the seven (7) calendar days referenced above. In the event of such revocation by Executive, this Agreement shall not become effective and Executive shall not have any rights under this Agreement or the Severance Plan.

    

       

    (c)         Provided that Executive does not revoke this Agreement, this Agreement shall become effective on
        the eighth calendar day after the date on which Executive signs this Agreement (the “Effective Date”).

    

       

    5.            Acknowledgements.

    

       

    (a)          Executive acknowledges and agrees that: (i) the “Company Business” (as defined in Paragraph 9(a) below) is intensely competitive and that Executive’s employment by the
      Company required Executive to have access to, and knowledge of, “Confidential Information” (as defined in Paragraph 9(b) below); (ii) the use or disclosure of any Confidential Information could place the Company at a serious competitive disadvantage
      and could do serious damage, financial and otherwise, to the Company; (iii) Executive was given access to, and developed relationships with, employees, clients, patients, physicians and partners of the Company at the time and expense of the Company;
      and (iv) by Executive’s training, experience and expertise, Executive’s services to the Company were extraordinary, special and unique, and the Company invested in training and enhancing Executive’s skill and experience in the Company Business.

    

       

    
      A-4

      
        


    

    (b)        Executive further acknowledges and agrees that (i) Executive’s experience and capabilities are
        such that the provisions contained in Paragraphs 6, 7, and 8 will not prevent Executive from earning a livelihood; (ii) the Company would be seriously and irreparably injured if Executive were to engage in “Competitive Activities” (as defined
        below), or to otherwise breach the obligations contained in Paragraphs 6, 7 and 8, no adequate remedy at-law would exist and damages would be difficult to determine; (iii) the provisions contained in Paragraphs 6, 7 and 8 are justified by and
        reasonably necessary to protect the legitimate business interests of the Company, including the Confidential Information and good will of the Company; and (iv) the provisions in Paragraphs 6, 7 and 8 are fair and reasonable in scope, duration and
        geographical limitations. Accordingly, Executive agrees to be bound fully by the restrictive covenants in this Agreement to the maximum extent permitted by law, it being the intent and spirit of the parties that the restrictive covenants and the
        other agreements contained herein shall be valid and enforceable in all respects.

    

       

    6.            Confidentiality.

    

       

    (a)       Executive acknowledges and agrees that, from and after the Termination Date, and at all times
        thereafter, Executive will not communicate, divulge or disclose to any “Person” (as defined in Paragraph 9(c) below) or use for Executive’s own benefit or purpose any Confidential Information of the Company, except as required by law or court order
        or expressly authorized in writing by the Company; provided, however, that Executive shall promptly notify the Company prior to making any disclosure required by law or court order so that the Company may seek a protective order or other
        appropriate remedy.

    

       

    7.            Covenant Not to Compete.

    

       

    From the Termination Date through the end of the Severance Period (the “Noncompetition Period”), Executive shall not, directly or indirectly, participate in the management,
      operation or control of, or have any financial or ownership interest in, or aid or knowingly assist anyone else in the conduct of, any business or entity that (i) engages in the Company Business in any Restricted Territory (as defined in Paragraph
      9(d) below), or (ii) is, to Executive’s knowledge, making preparations for engaging in the Company Business in any Restricted Territory (collectively, “Competitive Activity”); provided, however, that (x) the “beneficial ownership” by
      Executive, either individually or as a member of a “group” (as such terms are used in Rule 13d of the General Rules and Regulations under the Exchange Act), of not more than one percent (1%) of the voting stock of any publicly held corporation shall
      not alone constitute a breach of this Paragraph 7 and (y) Executive may enter into, at arm’s length, any bona fide joint venture (or partnership or other business arrangement) with any Person who is not directly engaged in the Company Business but
      which is an affiliate of another Person engaged in the Company Business.

    

       

    
      A-5

      
        


    

    8.            Employee Nonsolicitation; Nondisparagement.

    

       

    (a)         Executive shall not, directly or indirectly, within the Noncompetition Period, without the prior
        written consent of the Company, solicit or direct any other Person to solicit any officer or other employee of the Company to: (i) terminate such officer’s or employee’s employment with the Company; or (ii) seek or accept employment or other
        affiliation with Executive or any Person engaged in any Competitive Activity in which Executive is directly or indirectly involved (other than, in each case, any solicitation directed at the public in general in publications available to the public
        in general or any contact which Executive can demonstrate was initiated by such officer, director or employee or any contact after such officer’s or employee’s employment with the Company is terminated). Executive’s obligations. under this
        Paragraph 8(a) with respect to new Company employees hired after the Termination Date shall be subject to the condition that Executive shall have been notified of such new employees.

    

       

    (b)         Executive shall not, directly or indirectly, within the Noncompetition Period, without the prior
        written consent of the Company, solicit or direct any other Person to solicit any Person or entity in a business relationship with the Company (whether an independent contractor, joint venture partner or otherwise) to terminated such Person or
        entity’s business relationship with the Company.

    

       

    (c)        Executive shall not, directly or indirectly, within the Noncompetition Period, make any statements
        or comments of a defamatory or disparaging nature to third parties regarding the Company or any of their members, principals, officers, managers, directors, personnel, employees, agents, services or products; provided, however, that nothing
        contained in this Paragraph 8(b) shall preclude Executive from providing truthful testimony in response to a valid subpoena, court order, regulatory request or as may be required by law.

    

       

    9.            Definitions.

    

       

    (a)        For purposes of this Agreement, “Company Business” shall mean (i) any business in
        competition with the Company or any of its affiliates or engaged in the same or similar business as the Company or any of its affiliates, including, but not limited to, the home health, hospice, private duty, personal care, home care, personal
        assistance business as well as any business or services associated with or related to the foregoing; (ii) any other business in which the Company or any of its affiliates engages during Executive’s employment and for which Executive performed any
        services or had any responsibility; and (iii) any business the Company or any of its affiliates seriously contemplated conducting during the last 12 months of Executive’s employment with the Company or any of its affiliates.

    

       

    (b)        For purposes of this Agreement, “Confidential Information” includes, but is not limited to,
        certain or all of the Company’s and its patients’, physicians’ and third-party managed care providers’ supply agreement arrangements, regulatory packages, registration packages, data compensation packages, methods, information, systems, plans for
        acquisition or disposition of products, expansion plans, financial status and plans, customer lists, client data, personnel information, consulting reports, investigative reports, Personal Health Information (PHI), strategic plans and trade
        secrets.

    

       

    (c)         For the purposes of this Agreement, “Person” shall mean an individual, corporation, joint
        venture, partnership, limited liability company, association, joint stock or other company, business trust, trust or other entity or organization, including any national, federal, state, territorial agency, local or foreign judicial, legislative,
        executive, regulatory or administrative authority, commission, court, tribunal, any political or other subdivision, department or branch of any of the foregoing, and any self-regulatory organization or arbitrator.

    

       

    
      A-6

      
        


    

    (d)          For purposes of this Agreement “Restricted Territory” shall mean any geographical area or
        territory in the United States within a 75-mile radius of where the Company or any of its affiliates operates and for or within which Executive performed any services for the Company or any of its affiliates or for which Executive had any
        responsibility or about which Executive received Confidential Information during the last twenty-four (24) months of Executive’s employment with the Company or any of its affiliates.

    

       

    10.         Notice to the Company. In the event that Executive accepts employment with another party
        at any time during the Severance Period, Executive shall inform the Company in writing on or before the commencement date of such employment and provide the Company with such other information relating to available health and welfare benefits as a
        result of said employment as required by Section 3.03(a) of the Severance Plan.

    

       

    11.       Duty to Inform. Executive shall inform in writing any Person, who seeks to employ or engage
        Executive in any capacity, of Executive’s obligations under Paragraphs 6, 7 and 8 of this Agreement, prior to accepting such employment or engagement.

    

       

    12.         Company Property.  Executive represents that Executive has returned to the Company all
        property of the Company. Such property includes, but is not limited to, laptop computers, smartphone, printers, other computer equipment (including computers, printers and equipment paid-for by the Company for use at Executive’s residence),
        cellular phones and pagers, keys, security passes, passwords, work files, records, credit cards, building ID’s and all other Company property in Executive’s possession on the last day of Executive’s employment with the Company. Following the
        Termination Date, the Company shall also have no obligation to continue to make payments under any car loan or corporate membership provided to Executive as an employee of the Company.

    

       

    13.        No Admission of Wrongdoing.  Nothing herein is to be deemed to constitute an admission of
        wrongdoing by the Company or any of the other Company Releasees.

    

       

    14.        Assignment.  This Agreement is binding on, and will inure to the benefit of, the Company
        and the other Company Releasees. All rights of Executive under this Agreement shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees
        and legatees.

    

       

    
      A-7

      
        


    

    14.        Injunctive Relief.  Executive agrees that the Company would suffer irreparable harm if Executive were to breach, or threaten to breach, any provision of this
      Agreement and that the Company would by reason of such breach, or threatened breach, be entitled to injunctive relief in a court of appropriate jurisdiction, without the need to post any bond, and Executive further consents and stipulates to the
      entry of such injunctive relief in such a court prohibiting Executive from breaching this Agreement. This Paragraph 14 shall not, however, diminish the right of the Company to claim and recover damages and other appropriate relief, including but not
      limited to repayment of any severance payments or benefits provided to Executive, in addition to injunctive relief.

    

       

    15.        Severability.  In the event that any one or more, of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
        impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be
        enforceable to the maximum extent allowed by applicable law. Furthermore, a determination in any jurisdiction that this Agreement, in whole or in part, is invalid, illegal or unenforceable shall not in any way affect or impair the validity,
        legality or enforceability of this Agreement in any other jurisdiction.

    

       

    16.          Waiver. The failure of either party to this Agreement to enforce any of its terms,
        provisions or covenants shall not be construed as a waiver of the same or of the right of such party to enforce the same. Waiver by either party hereto of any breach or default by the other party of any term or provision of this Agreement shall not
        operate as a waiver of any other breach or default.

    

       

    17.       No Oral Modifications. This Agreement may not be changed orally, but may be changed only in
        a writing signed by Executive and a duly authorized representative of the Company.

    

       

    18.        Governing Law; Venue. This Agreement shall be governed by, and construed in accordance
        with, the laws of the State of Delaware, without regard to the application of any choice-of-law rules that would result in the application of another state’s laws. With respect to any action, suit or proceeding, each party irrevocably (i) submits
        to the jurisdiction of the courts of the State of Delaware and the United States District Court of the District of Delaware, and (ii) waives any objection which it may have at any time to the laying of venue of any proceeding brought in any such
        court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such party.

    

       

    19.         Entire Agreement.  This Agreement and any other agreements or obligations signed or
        undertaken by Executive that provide additional or greater rights to the Company that Executive previously entered into with the Company (including any predecessor or affiliate of the Company), are herein incorporated by reference, remain in full
        force and effect according to their terms, constitute the entire agreement and understanding between Executive and the Company, and fully supersede all prior and contemporaneous negotiations, understandings, representations, writings, discussions
        and/or agreements between Executive and the Company, whether written or oral, pertaining to or concerning the subject matter of this Agreement. Executive represents that, in executing this Agreement, Executive has not relied upon any representation
        or statement made by the Company or any other Company Releasees, other than those set forth herein, with regard to the subject matter, basis or effect of this Agreement or otherwise.

    

       

    
      A-8

      
        


    

    20.        Descriptive Headings. The paragraph headings contained herein are for reference purposes
        only and will not in any way affect the meaning or interpretation of this Agreement.

    

       

    21.        Counterparts. This Agreement may be executed simultaneously in counterparts, each of which
        shall be an original, but all of which shall constitute but one and the same agreement.

    

       

    
      A-9

      
        


    

    IN WITNESS WHEREOF, Executive and the Company have executed this Agreement on the date indicated below.

    

       

    	 	
            ENHABIT, INC.

          
	 	 	 
	 	 
	 	
            By:

          	 
	 	 	 
	 	 
	 	
            Date

          	 


    

       

    	 	
            EXECUTIVE

          
	 	 	 
	 	 
	 	
            Name:

          	 
	 	 	 
	 	 
	 	
            Date

          	 


    

       

    
      A-10

      
        


    

    EXHIBIT A

    [INSERT SEVERANCE PLAN]

    

       

    
      A-11

      
        


    

    EXHIBIT B

    

       

    	
            Name:

          	 	 
	 	 	 	 
	
            1.

          	
            Severance Amount:

          	
            $

          	 
	 	 	 	 
	
            2.

          	
            Months:

          	 	 


    

       

  

   


  B-1