EX-10.1



 Exhibit 10.1 

Transition Agreement and General Release of Lawrence Pernosky 

This Transition Agreement and General Release (this “Agreement”) is effective as of September 6, 2017 (the
“Effective Date”), by and between Amedisys, Inc. (the “Company”) and Lawrence Pernosky (the “Executive”). 

RECITALS 
 A. As of
the Effective Date, the Executive is employed by the Company as the Chief Human Resources Officer. 
 B. The Company and the Executive have
agreed to plan for the Executive’s transition to retirement from the Company on the terms described in this Agreement. 
 NOW,
THEREFORE, in consideration of the mutual terms, covenants and conditions stated in this Agreement, the Company and the Executive hereby agree as follows: 
  

	1.	Continued Employment. The Company shall continue to employ the Executive as Chief Human Resources Officer through December 29, 2017 (the “Retirement Date”), subject to earlier separation of
the Executive’s employment prior to the Retirement Date due to (i) the Executive’s voluntary separation of employment, or (ii) the Company terminating the Executive’s employment for “Cause” (as such term is defined
in the Amedisys Holding, L.L.C. Severance Plan for Key Executives (the “Severance Plan”)) (each, an “Early Termination Event”). Notwithstanding the preceding sentence, if a new Chief Human Resources Officer is hired
by the Company prior to the Retirement Date, the Executive shall no longer hold the position of Chief Human Resources Officer and shall instead assume the position of Strategic Executive through the Retirement Date, with such duties as may be
assigned to the Executive by the Company’s Chief Executive Officer. 

  

	2.	Retirement. As of the Retirement Date, the Executive shall retire from employment with the Company. 

  

	3.	Compensation. Pursuant to this Agreement, the Company shall provide to the Executive, and the Executive shall accept from the Company as full compensation for the Executive’s services hereunder, the
following: 

  

	 	(a)	Base Salary. The Executive shall continue to receive his base salary, at the rate in effect as of the date of this Agreement and in accordance with applicable payroll practices in effect for executive officers of
the Company, through the Retirement Date. 

  

	 	(b)	2017 Annual Bonus. Subject to the achievement of applicable performance goals and the terms and conditions of the 2017 Executive Short Term Incentive Plan (the “Incentive Plan”), the Executive shall be
eligible to receive an annual bonus up to ninety-three thousand, seven hundred and fifty dollars ($93,750.00) for fiscal year 2017 under the Incentive Plan. If the Executive becomes entitled to receive an annual bonus for fiscal year 2017, such
annual bonus shall be paid at the same time and using the same calculation method as the fiscal year 2017 annual bonuses for other executive officers of the Company, notwithstanding the fact that the Executive shall have retired from the Company as
of such payment date. 

  

	 	(i)	Section 409A Restrictions. Notwithstanding anything to the contrary in this Agreement or otherwise, if Executive is a “specified employee” (as defined under section 409A of the
Internal Revenue Code) on the Retirement Date, any payments of “deferred compensation” (as defined under section 409A of the Internal Revenue Code) that Executive would otherwise be entitled to receive in connection with his retirement
from the Company during the six month period following the Retirement Date, whether paid under this Agreement or otherwise, will instead be accumulated and paid in a lump sum on the earlier of (i) the first day of the seventh month after the
Retirement Date, or (ii) the date of Executive’s death. This paragraph shall apply only to the extent required to avoid Executive’s incurrence of any additional tax or interest under section 409A of the Internal Revenue Code.



  
 1 









	 	(c)	Equity Vesting. 

  

	 	(i)	Six thousand, five hundred and sixty-three (6,563) of the eleven thousand, two hundred and fifty (11,250) options that were granted on May 1, 2015, and are scheduled to vest on May 1, 2018, will vest on
January 5, 2018. These options will expire on April 5, 2018, which is 90 days following the date of accelerated vesting. 

  

	 	(ii)	One thousand, six hundred and forty-one (1,641) of the two thousand, eight hundred and twelve (2,812) options that were granted on May 1, 2015, and are scheduled to vest on
May 1, 2018, will vest on January 5, 2018. These options will expire on April 5, 2018, which is 90 days following the date of accelerated vesting. 

  


	 	(iii)	Two thousand, one hundred and eighty-eight (2,188) of the three thousand, seven hundred and fifty (3,750) options that were granted on March 24, 2016, and are scheduled to vest on May 1, 2018, will vest on
January 5, 2018. These options will expire on April 5, 2018, which is 90 days following the date of accelerated vesting. 

  

	 	(iv)	Three thousand, two hundred and eighty-two (3,282) of the five thousand, six hundred and twenty-five (5,625) shares that were granted on February 22, 2017, and are scheduled
to vest on May 1, 2018, will vest on the date that the Compensation Committee of the Amedisys Board of Directors certifies achievement of the 2017 performance metric. These options will expire 90 days following the Compensation Committee’s
certification of achievement of the 2017 performance metric. 

  

	 	(v)	All remaining unvested portions of the Executive’s equity award agreements shall be forfeited as of December 29, 2017. 


All equity awards are governed by the terms of the Amedisys, Inc. 2008 Omnibus Incentive Compensation Plan and the applicable equity award
agreement relating to such award. The Executive’s right to the compensation described in this Section 3 is subject to the Executive remaining employed by the Company through the Retirement Date. If there is an Early Termination Event, the
Company will not be required to provide the compensation described in this Section 3. 
  

	4.	Cooperation Obligations. 

  

	 	(a)	During Employment. The Executive acknowledges and agrees that, while employed by the Company, he shall render to the very best of his ability, on behalf of the Company, services to and on behalf of the Company
and shall undertake diligently all duties and responsibilities required of the Chief Human Resources Officer or assigned to him by the Company. The Executive acknowledges and agrees that this obligation requires him to fully cooperate and
collaborate as is required to achieve the Company’s objectives and that failure to comply with these obligations shall result in this Agreement, including all compensation provided for hereunder, becoming null and void. 


 

	 	(b)	Following Employment. Following the termination of his employment, the Executive agrees to cooperate with the Company by making himself reasonably available to assist the Company with any reasonable request that
it should make of the Executive, including by testifying on behalf of the Company or any subsidiary in any action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action, suit or proceeding in which the
Executive makes claims against the Company or in which the Company makes claims against the Executive), and to assist the Company 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; provided, however, that nothing contained in this Section 4(b) is intended to prevent the Executive from exercising his constitutional right to avoid self-incrimination.
The Company agrees to reimburse the Executive, on an after-tax basis, for all reasonable expenses (including legal fees and expenses) actually incurred in connection with his cooperation pursuant to this
Section. 


  
 2 









	5.	Protective Covenants Agreement. 

 (a) Competition with Company. Executive
covenants and agrees that during his employment, and for a period of two (2) years after Executive’s final day of employment with the Company (the “Non-Competition Period”), Executive will
not, as an employee, consultant, independent contractor, officer, shareholder, director, partner, owner, or in any other capacity, provide, manage, or supervise services within the “Restricted Area,” as such term is hereafter defined, that
are the same as or similar in purpose or function to those services Executive has provided to the Company during the “Look Back Period,” as hereafter defined, if such services are being provided for the benefit of any business, firm,
proprietorship, corporation, partnership, association, entity or venture engaged in home health, hospice or personal care services (“Competing Business”) (hereinafter, the “Non-Compete
Obligation”). 
 (i) The term “Restricted Area” is defined as the Company Geographic Footprint;
provided, however, if the Company Geographic Footprint is deemed to be overbroad by a court of competent jurisdiction, then the Restricted Area shall be any parish, county, or county equivalent that the Executive had material
involvement in, received Confidential Information about, worked out of, was assigned to, had responsibility for, or supervised in the Company Geographic Footprint. 

(ii) The term “Company Geographic Footprint” shall mean all parishes and counties (or county equivalents) in the states and other
jurisdictions in which the Company conducts business or actively solicits business at any time during the Look Back Period or, that at the time of Executive’s Retirement Date, the Company is engaged in planning to do business in. The Company
Geographic Footprint includes without limitation those parishes and counties (or county equivalents) set forth in Exhibit B hereto. The parties acknowledge that the Company is expanding rapidly and in order to prevent ongoing, repetitious amendments
to this Agreement solely for the purpose of updating the Company Geographic Footprint, the parties agree that the Company Geographic Footprint, inclusive of Exhibit B, shall be self-amending to include all parishes and counties (or county
equivalents) in the States and other jurisdictions in which the Company conducts business or actively solicits business at any time during the Look Back Period. The parties intend and agree that Executive’s continued employment thereafter shall
serve as the parties’ constructive acceptance of an amendment to enlarge the Company Geographic Footprint. 
 (iii) The term “Look
Back Period” means the last two years of Executive’s employment with the Company. 
 (iv) The term “Referral Source”
shall mean any person who refers business to Company, and shall specifically include but not be limited to, any physician, surgeon, medical doctor, doctor of osteopathy, hospitalist, discharge planner, hospital employee, or representative of any
senior living facility (inclusive of assisted living facilities, independent living facilities, nursing homes or skilled nursing facilities) who orders, refers, or arranges for the provision of home health, hospice or personal care/private duty care
services, or any nursing or clerical staff under the supervision of the foregoing. 

  
 3 








 (b) Solicitation of Business. During the “Restricted Period,” as such term is
hereafter defined, Executive will not knowingly contact, solicit, or communicate with a client, customer, patient or Referral Source of the Company for the purpose of encouraging, causing or inducing the client, customer, patient or Referral Source
to cease or reduce doing business with the Company or to divert Business-related opportunities (home health, hospice or personal/private duty care services) to some person or entity engaged in any part of the Business (other than the Company), nor
will Executive aid or assist any other person, business, or legal entity to do any of the aforesaid prohibited acts. The restriction created by this paragraph (the “Non-Solicitation Restriction”) is
limited to clients, customers, patients and Referral Sources that Executive had material contact or business dealings with during the Look Back Period. 

(i) The term “Restricted Period” means the period during Executive’s employment with Amedisys plus two years from the
Executive’s final day of employment. 
 (ii) If Executive resides in and is subject to the laws of a state where a geographic
limitation is required by applicable law in order for the Non-Solicitation Restriction to be enforced, it will be understood that the Non-Solicitation Restriction shall
only apply to clients, customers, patients and Referral Sources within the Restricted Area. 
 (c) Solicitation of Employees. During
Executive’s employment, and for a period of two (2) years after Executive ceases to be employed by the Company, Executive will not knowingly, in person or through others, solicit or communicate with, or help another person or entity
solicit or communicate with, any “Protected Employee,” as hereafter defined, for the purpose of causing the Protected Employee to terminate employment with the Company or Company affiliate with which the individual is employed, or to help
another person or entity hire away the Protected Employee (hereinafter, the “Employee Non-Solicitation Restriction”). The term “Protected Employee” means any employee, officer, clinician,
sales person, agent, or other employee of the Company, or Company affiliate, that Executive had material contact with, supervised in any capacity, or received Confidential Information about while employed with the Company. 

(i) If Executive resides in and is subject to the laws of a state where a geographic limitation is required by applicable law in order for
this Executive Non-Solicitation Restriction to be enforced, it will be understood that the Executive Non-Solicitation Restriction shall only apply to Protected Employees
in the Restricted Area. 
  

	6.	Non-Disparagement. The Executive acknowledges and agrees that, during the remainder of his employment with the Company and thereafter, he shall not make any 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 thereof or any of their respective officers, directors,
employees, advisors, businesses or reputations. 

  

	7.	No Further Liability; Release. The Executive, and anyone claiming through the Executive or on the Executive’s behalf, hereby waive and release (a) the Company, Amedisys Inc., and each of their past,
present, and future parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); and (b) the past, present, and future owners, trustees, fiduciaries, administrators,
shareholders, directors, officers, partners, agents, representatives, members, associates, insurance carriers, employees, and attorneys of each entity listed in subpart (a) above; and (c) the predecessors, successors, and assigns of each
entity listed in subparts (a) and (b) above (“Released Parties”) with respect to any and all claims, whether currently known or unknown, that the Executive now has or has ever had against the Company or any of the other Released
Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which the Executive signs this Agreement. Without limiting the generality of the foregoing, the claims waived and released by
the Executive hereunder include, but are not limited to: 

 (a) all claims arising out of or related in any way to the
Executive’s employment, compensation, other terms and conditions of employment, or retirement and corresponding administrative separation with the Company, including without limitation all claims for any compensation payments, bonus, severance
pay, equity, or any other compensation or benefit; 

  
 4 








 (b) all claims that were or could have been asserted by the Executive or on his behalf:
(i) in any federal, state, or local court, commission, or agency; or (ii) under any common law theory (including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, defamation, invasion of
privacy, infliction of emotional distress, tortious interference, fraud, estoppel, unjust enrichment, and any other contract, tort or other common law claim of any kind); and 

(c) all claims that were or could have been asserted by the Executive or on his behalf under: (i) the Age Discrimination in Employment
Act, as amended; and (ii) any other federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws,
as amended from time to time: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act
of 2009, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, and the Fair Credit Reporting Act. 
 Nothing in
this Agreement shall waive or release: (a) any claim that cannot be waived or released by law; (b) any claim to enforce this Agreement; (c) any claim for any vested benefits to which the Executive is otherwise entitled pursuant to the
terms and conditions of any applicable benefit plans; (d) any claim for workers’ compensation or unemployment insurance benefits; or (e) any claim, if any, to indemnification under the Executive’s Indemnification Agreement
entered into by and between the Executive and the Company and any applicable law, any Company by-laws, the Company’s director and officer insurance, it being understood and agreed that this Agreement does
not create or expand upon any such rights (if any) to indemnification. 
  

	8.	Covenant Not to Sue. The Executive promises not to file, or become a plaintiff or claimant of any kind, in any arbitration, proceeding or lawsuit in court, against the Company or any of the Released Parties for,
or based on, any claim or charge of employment discrimination or for any claim or action that is released under this Agreement. The Executive acknowledges that although he is releasing claims that he may have under either or both the ADEA and the
OWBPA, the Executive may challenge the knowing and voluntary nature of this Agreement under the ADEA and the OWBPA before a court, the Equal Employment Opportunity Commission, or any other federal, state or local agency charged with enforcement of
any employment laws. The Executive further understands that nothing in this section prohibits him from bringing a claim in which he seeks to challenge the validity of this Agreement. 


 

	9.	Supplemental Release. The Executive understands and agrees that the Executive’s execution of the Supplemental Release within twenty-one (21) days after (but not
before) the Retirement Date, without revocation thereof as provided therein, is among the conditions precedent to the Company’s obligation to pay any amounts or benefits under this Agreement. 


 

	10.	No Other Actions or Claims. The Executive represents and warrants that: (a) there has not been filed by the Executive or on the Executive’s behalf any legal or other proceedings against any of the
Released Parties (provided, however, that the Executive need not disclose to the Company, and the foregoing representation and warranty in this subpart (a) does not apply to, conduct or matters described in Section 13 below); (b) no such
proceedings have been initiated against any of the Released Parties on the Executive’s behalf; (c) the Executive is the sole owner of the claims that are released in Section 7 above; (d) none of these claims has been transferred
or assigned or caused to be transferred or assigned to any other person, firm or other legal entity; and (e) the Executive has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this
Agreement. 

  

	11.	Notices. All notices and other communications required or permitted by this Agreement to be delivered by the Company or the Executive to the other party shall be delivered in writing to the address shown below,
either personally or by registered, certified or express mail, return receipt requested, postage prepaid, to the address for such party specified below or to such other address as the party may from time to time advise the other party, and shall be
deemed given and received as of actual personal delivery, on the first business day after the date of delivery shown on any such facsimile transmission or upon the date or actual receipt shown on any return receipt if registered, certified or
express mail is used, as the case may be. 


  
 5 








 Company: 

Amedisys, Inc. 
 Attention: Dave
Kemmerly 
 209 10th Avenue South 

Suite 512 
 Nashville, TN 37203

 Executive: 

Lawrence Pernosky 
 906 Buford
Place 
 Nashville, TN 37204 
  

	12.	Severability. If any provisions(s) of this Agreement shall be found invalid or unenforceable, in whole or in part, then it is the parties’ mutual desire that such provision(s) be modified to the extent and
in the manner necessary to render the same valid and enforceable, and this Agreement shall be construed and enforced to the maximum extent permitted by law, as if such provision(s) had been originally incorporated herein as so modified or
restricted, or as if such provision(s) had not been originally incorporated herein, as the case may be, and the remainder of the Agreement will be enforced as written. 


 

	13.	Non-Interference. Not withstand anything in this Agreement to the contrary, nothing in this Agreement prohibits the Employee from confidentially or otherwise communicating
or filing a charge or complaint with a government regulatory entity, participating in a government or regulatory entity investigation, or giving truthful testimony or statement to a governmental or regulatory entity, or from responding if properly
subpoenaed or otherwise required to do so under applicable law. 

  

	14.	Amendment and Termination; Entire Agreement. This Agreement may not be amended or terminated except by a writing executed by all of the parties hereto. This Agreement sets forth the entire agreement and
understanding between the Company and the Executive and supersedes all prior agreements and understandings, written or oral, relating to the subject matter hereof. No further remuneration of any type shall be due to the Executive other than what is
set forth in this Agreement. 

  

	15.	Successors and Assigns. The rights and obligations of the parties hereunder are not assignable to another person without prior written consent; provided, however, that the Company, without obtaining the
Executive’s consent, may assign its rights and obligations hereunder to a wholly-owned subsidiary and provided further that any post-employment restrictions shall be assignable by the Company to any entity which purchases all or substantially
all of the Company’s assets. 

  

	16.	No Waiver. No waiver by the Company or the Executive of a right or remedy hereunder shall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.


  

	17.	Governing Laws and Forum. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Tennessee. The parties hereto further agree that any action brought to enforce
any right or obligation under this Agreement shall be subject to the exclusive jurisdiction of the courts of the State of Tennessee. 

  

	18.	Older Workers Benefit Protection Act Acknowledgement. THE EXECUTIVE ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT: (a) THE EXECUTIVE HAS READ AND UNDERSTANDS THE TERMS AND EFFECT OF THIS AGREEMENT;
(b) THE EXECUTIVE RELEASES AND WAIVES CLAIMS UNDER THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, IN EXCHANGE FOR CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH THE EXECUTIVE ALREADY IS ENTITLED; (c) THE EXECUTIVE HEREBY IS AND HAS
BEEN ADVISED TO HAVE THE EXECUTIVE’S ATTORNEY REVIEW THIS AGREEMENT (AT THE EXECUTIVE’S COST) BEFORE SIGNING IT; (d) THE EXECUTIVE HAS TWENTY-ONE (21) DAYS IN WHICH TO CONSIDER WHETHER TO
EXECUTE THIS AGREEMENT; AND (e) 


  
 6 








 WITHIN SEVEN (7) DAYS AFTER THE DATE ON WHICH THE EXECUTIVE SIGNS THIS AGREEMENT, THE
EXECUTIVE MAY, AT THE EXECUTIVE’S SOLE OPTION, REVOKE THE AGREEMENT UPON WRITTEN NOTICE TO AMEDISYS, INC. ATTN: DAVE KEMMERLY, GENERAL COUNSEL, 209 10TH AVENUE SOUTH, SUITE 512, NASHVILLE, TN
37203, AND THE AGREEMENT WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THIS SEVEN-DAY REVOCATION PERIOD HAS EXPIRED WITHOUT ANY REVOCATION BY THE EXECUTIVE. IF THE EXECUTIVE REVOKES THIS AGREEMENT, IT SHALL
BE NULL AND VOID. 
 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

  

							
	EXECUTIVE	 		 	AMEDISYS, INC.
				
	 /s/ Lawrence Pernosky
	 		 	By:	 	 /s/ David L. Kemmerly

	Lawrence Pernosky	 		 	Its:	 	General Counsel
			
	Date: 9/07, 2017	 		 	Date: 9/07, 2017


  
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 EXHIBIT A 

SUPPLEMENTAL RELEASE 

Amedysis, Inc. (the “Company”) and Lawrence Pernosky (the “Executive”) hereby enter into this Supplemental Release
(“Release”) in accordance with the Transition Agreement and General Release between the Company and the Executive dated as of September 6, 2017 (the “Agreement”). Capitalized terms not expressly defined in this Release shall
have the meanings set forth in the Agreement: 
 1. The Executive understands and agrees that the Executive’s execution of this Release
within 21 days after (but not before) the Retirement Date, without revocation thereof as provided therein, is among the conditions precedent to the Company’s obligation to provide any of the payments or benefits set forth in Section 3 of
the Agreement. The Company will provide such payments or benefits in accordance with the terms of the Agreement once the conditions set forth therein and in this Release have been met. 

2. The term “Released Parties” as used in this Release includes: (a) the Company, Amedisys Holdings, Inc., and each of their
past, present, and future parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); and (b) the past, present, and future owners, trustees, fiduciaries, administrators,
shareholders, directors, officers, partners, agents, representatives, members, associates, insurance carriers, employees, and attorneys of each entity listed in subpart (a) above; and (c) the predecessors, successors, and assigns of each
entity listed in subparts (a) and (b) above. 
 3. The Executive, and anyone claiming through the Executive or on the Executive’s
behalf, hereby waive and release the Company and the other Released Parties with respect to any and all claims, whether currently known or unknown, that the Executive now has or has ever had against the Company or any of the other Released Parties
arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which the Executive signs this Agreement. Without limiting the foregoing, the claims waived and released by the Executive hereunder
include, but are not limited to: (a) all claims arising out of or related in any way to the Executive’s employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without
limitation all claims for any compensation payments, bonus, severance pay, equity, or any other compensation or benefit; (b) all claims that were or could have been asserted by the Executive or on the Executive’s behalf in any federal,
state, or local court, commission, or agency, or under any contract, tort or other common law theory; and (c) all claims that were or could have been asserted by the Executive or on her behalf under: (i) the Age Discrimination in
Employment Act; and (ii) any other federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws,
as amended from time to time: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act of
2009, and the Family and Medical Leave Act. Notwithstanding the foregoing, the releases and waivers in this Section 3 shall not apply to any claim for unemployment or workers’ compensation, or a claim that by law is non-waivable. 
 4. The Executive confirms that the Executive has not filed any legal or other
proceeding(s) against any of the Released Parties, is the sole owner of and has not transferred the claims released herein, and has the full right to grant the releases and agreements in this Release. In the event of any further proceedings based
upon any released matter, none of the Released Parties shall have any further monetary or other obligation of any kind to the Executive, and the Executive hereby waives any such monetary or other recovery. 

5. THE EXECUTIVE ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT: (a) THE EXECUTIVE HAS READ AND UNDERSTANDS THE TERMS AND EFFECT OF THIS RELEASE;
(b) THE EXECUTIVE RELEASES AND WAIVES CLAIMS UNDER THIS RELEASE KNOWINGLY AND VOLUNTARILY, IN EXCHANGE FOR CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH THE EXECUTIVE ALREADY IS ENTITLED; (c) THE EXECUTIVE HEREBY IS AND HAS BEEN
ADVISED TO HAVE THE EXECUTIVE’S ATTORNEY REVIEW THIS RELEASE (AT THE EXECUTIVE’S COST) BEFORE SIGNING IT; (d) THE EXECUTIVE HAS TWENTY-ONE (21) DAYS IN WHICH TO CONSIDER WHETHER TO EXECUTE
THIS RELEASE; AND (e) WITHIN SEVEN (7) DAYS AFTER THE DATE ON WHICH THE EXECUTIVE SIGNS THIS RELEASE, THE EXECUTIVE MAY, AT THE 

  
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 EXECUTIVE ’S SOLE OPTION, REVOKE THE RELEASE UPON WRITTEN NOTICE TO AMEDISYS, INC. ATTN: DAVE KEMMERLY,
GENERAL COUNSEL, 209 10TH AVE S, SUITE 512, NASHVILLE, TN 37203 AND THE RELEASE WILL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THIS SEVEN-DAY REVOCATION
PERIOD HAS EXPIRED WITHOUT ANY REVOCATION BY THE EXECUTIVE. IF THE EXECUTIVE REVOKES THIS RELEASE, IT SHALL BE NULL AND VOID, AND THE EXECUTIVE WILL NOT RECEIVE THE SPECIAL PAYMENTS OR BENEFITS UNDER THE AGREEMENT. 

6. Except as required by law, the Executive will not disclose the existence or terms of this Release to anyone except the Executive’s
accountants, attorneys and spouse (and will ensure that all such persons comply with this confidentiality provision). Nothing in this Release is intended to or shall be construed as an admission by any of the Released Parties that any of them
violated any law, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to the Executive or otherwise. The Released Parties expressly deny any such illegal or wrongful conduct. This Release and the Agreement
are the entire agreement of the parties regarding the matters described in such agreements and supersede any and all prior and/or contemporaneous agreements, oral or written, between the parties regarding such matters. This Release is governed by
Tennessee law, may be signed in counterparts, and may be modified only by a writing signed by all parties. 
 THE PARTIES STATE THAT THEY
HAVE READ AND UNDERSTAND THE FOREGOING AND KNOWINGLY AND VOLUNTARILY INTEND TO BE BOUND THERETO: 
  

					
	LAWRENCE PERNOSKY	 		 	AMEDISYS, INC.
			
	                                      
                          	 		 	By:
                                         
                                         
 
			
	Date:
                                         
               	 		 	Title:
                                         
                                       
			
		 		 	Date:
                                         
                                       


  
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 EXHIBIT B 

Company Geographic Footprint 
 The
following counties, county equivalents, and/or parishes: 
  

							
		  	Alabama	  		  	
				
	Autauga	  	Conecuh Coosa	  	Houston Jackson	  	Morgan Perry
	Baldwin	  	Covington	  	Jefferson Lamar	  	Pickens Pike
	Barbour	  	Crenshaw	  	Lauderdale Lawrence	  	Randolph Russell
	Bibb	  	Cullman Dale	  	Lee Limestone	  	Shelby
	Blount	  	Dallas DeKalb	  	Lowndes Macon	  	St Clair Sumter
	Bullock	  	Elmore Escambia	  	Madison Marengo	  	Talladega
	Butler	  	Etowah Fayette	  	Marion Marshall	  	Tallapoosa
	Calhoun	  	Franklin Geneva	  	Mobile Monroe	  	Tuscaloosa Walker
	Chambers	  	Greene Hale	  	Montgomery	  	Washington Wilcox
	Cherokee	  	Henry	  		  	Winston
	Chilton	  		  		  	
	Choctaw	  		  		  	
	Clarke	  		  		  	
	Clay	  		  		  	
	Cleburne	  		  		  	
	Coffee	  		  		  	
	Colbert	  		  		  	
				
		  		  	Arizona	  	
				
	Coconino	  	Maricopa	  	Pinal Yavapai	  	
	Gila	  	Mohave Pima	  	Yuma	  	
	LaPaz	  		  		  	
				
		  		  	Arkansas	  	
				
	Baxter	  	Izard Jackson	  	Pike Polk	  	Stone
	Cleburne	  	Johnson Lawrence	  	Prairie	  	Van Buren
	Crawford	  	Little River Logan	  	Randolph	  	Washington White
	Faulkner	  	Lonoke Marion	  	Searcy Sebastian	  	Woodruff
	Franklin	  		  	Sevier Sharp	  	
	Fulton	  		  		  	
	Howard	  		  		  	
	Independence	  		  		  	
				
		  	California	  		  	
				
	Alameda	  	Orange	  	San Diego	  	Sonoma
	Contra Costa	  	Placer	  	San Francisco	  	Sutter
	El Dorado	  	Riverside	  	San Luis Obispo	  	Yolo
	Los Angeles	  	Sacramento	  	San Mateo	  	Yuba
	Marin	  	San Bernardino	  	Santa Clara	  	
	Napa	  	San Benito	  	Santa Cruz	  	
				
		  	Connecticut	  		  	
				
	Fairfield	  	Litchfield	  	New Haven	  	Tolland
	Hartford	  	Middlesex	  	New London	  	Windham


  
 10 









							
		  	Delaware	  		  	
				
	Kent	  	New Castle	  	Sussex	  	
				
		  		  	District of Columbia	  	
				
	City of Washington	  		  		  	
				
		  		  	Florida	  	
				
	Alachua	  	Franklin	  	Lee Leon Levy Liberty	  	Polk Putnam St
	Baker	  	Gadsden	  	Madison Manatee	  	Johns St Lucie
	Bay	  	Gilchrist	  	Marion Martin	  	Santa Rosa Sarasota
	Bradford	  	Glades Gulf	  	Miami-Dade Nassau	  	Seminole Sumter
	Brevard	  	Hamilton	  	Okaloosa Okeechobee	  	Suwannee Taylor
	Broward	  	Hardee Hendry	  	Orange Osccola Palm	  	Union Volusia
	Calhoun	  	Hernando	  	Beach Pasco Pinellas	  	Wakulla Walton
	Charlotte	  	Highlands	  		  	Washington
	 Citrus
 Clay

Collier
 Columbia

DeSoto
 Dixie

Duval
 Escambia

Flagler
	  	 Hillsborough
 Holmes

Indian River
 Jackson Jefferson

Lafayette Lake
	  		  	
				
		  	Georgia	  		  	
				
	Appling	  	Cook	  	Jackson	  	Quitman
	Atkinson	  	Coweta	  	Jasper	  	Rabun
	Bacon	  	Crawford	  	Jeff Davis	  	Randolph
	Baldwin	  	Dade	  	Jones	  	Richmond
	Banks	  	Dawson	  	Lamar	  	Rockdale
	Barrow	  	DeKalb	  	Laurens	  	Schley
	Bartow	  	Douglas	  	Liberty	  	Spalding
	Ben Hill	  	Effingham	  	Long	  	Stephens
	Berrien	  	Elbert	  	Lowndes	  	Stewart
	Bibb	  	Emanuel	  	Lumpkin	  	Sumter
	Brantley	  	Evans	  	Macon	  	Talbot
	Bryan	  	Fannin	  	Madison	  	Tattnall
	Butts	  	Fayette	  	Marion	  	Taylor
	Candler	  	Floyd	  	Meriwether	  	Tift
	Carroll	  	Forsyth	  	Monroe	  	Toombs
	Catoosa	  	Franklin	  	Montgomery	  	Towns
	Charlton	  	Fulton	  	Morgan	  	Treutlen
	Chatham	  	Gilmer	  	Murray	  	Troup
	Chattahoochee	  	Gordon	  	Muscogee	  	Turner
	Chattooga	  	Greene	  	Newton	  	Union
	Cherokee	  	Gwinnett	  	Oconee	  	Upson
	Clarke	  	Habersham	  	Oglethorpe	  	Walker
	Clay	  	Hall	  	Paulding	  	Walton


  
 11 









							
	Clayton	  	Haralson	  	Pickens	  	Ware
	Clinch	  	Harris	  	Pierce	  	Wheeler
	Cobb	  	Hart	  	Pike	  	White
	Coffee	  	Heard	  	Polk	  	Whitfield
	Colquitt	  	Henry	  	Pulaski	  	Wilkinson
	Columbia	  	Irwin	  	Putnam	  	Worth
				
		  	Illinois	  		  	
				
	Boone	  	Henry	  	Lee	  	St Clair
	Carroll	  	Iroquois	  	Livingston	  	Scott
	Clinton	  	Jo Daviess	  	Madison	  	Stephenson
	Cook	  	Kane	  	McHenry	  	Washington
	DeKalb	  	Kankakee	  	Mercer	  	Whiteside
	DuPage	  	Kendall	  	Monroe	  	Will
	Ford	  	La Salle	  	Ogle	  	Winnebago
	Grundy	  	Lake	  	Rock Island	  	
				
		  	Indiana	  		  	
				
	Adams	  	Gibson	  	Lawrence	  	Randolph
	Allen	  	Grant	  	Madison	  	Ripley
	Benton	  	Greene	  	Marion	  	St Joseph
	Blackford	  	Hamilton	  	Marshall	  	Scott
	Boone	  	Hancock	  	Martin	  	Shelby
	Brown	  	Harrison	  	Miami	  	Spencer
	Carroll	  	Hendricks	  	Monroe	  	Starke
	Cass	  	Henry	  	Montgomery	  	Steuben
	Clark	  	Howard	  	Morgan	  	Sullivan
	Clay	  	Huntington	  	Newton	  	Tippecanoe
	Clinton	  	Jackson	  	Noble	  	Tipton
	Crawford	  	Jasper	  	Orange	  	Vanderburgh
	Daviess	  	Jay	  	Owen	  	Vigo
	DeKalb	  	Jefferson	  	Parke	  	Wabash
	Delaware	  	Johnson	  	Perry	  	Warren
	Dubois	  	Knox	  	Pike	  	Warrick
	Elkhart	  	Kosciusko	  	Porter	  	Washington
	Floyd	  	LaGrange	  	Posey	  	Wayne
	Fountain	  	Lake	  	Pulaski	  	Wells
	Fulton	  	LaPorte	  	Putnam	  	 White
 Whitley

				
		  	Kansas	  		  	
				
	Barber	  	Franklin	  	Linn	  	Rice
	Butler	  	Greenwood	  	Marion	  	Saline
	Chase	  	Harper	  	McPherson	  	Sedgwick
	Clay	  	Harvey	  	Miami	  	Shawnee
	Cloud	  	Jackson	  	Mitchell	  	Stafford


  
 12 









							
	Cowley	  	Jefferson	  	Osage	  	Sumner
	Dickinson	  	Johnson	  	Ottawa	  	Wabunsee
	Douglas	  	Kingman	  	Pottawatamie	  	Wyandotte
	Elk	  	Leavenworth	  	Pratt	  	
	Ellsworth	  	Lincoln	  	Reno	  	
				
		  		  	Kentucky	  	
				
	Adair	  	Clark	  	Henry	  	Oldham
	Allen	  	Clinton	  	Jefferson	  	Owen
	Anderson	  	Cumberland	  	Jessamine	  	Pendleton
	Barren	  	Daviess	  	Kenton	  	Powell
	Bath	  	Estill	  	Laurel	  	Pulaski
	Bell	  	Fayette	  	Lincoln	  	Scott
	Boone	  	Franklin	  	Logan	  	Shelby
	Bourbon	  	Garrard	  	Madison	  	Simpson
	Boyd	  	Grayson	  	Meade	  	Spencer
	Boyle	  	Green	  	Menifee	  	Taylor
	Breckinridge	  	Greenup	  	Mercer	  	Trimble
	Bullitt	  	Hardin	  	Monroe	  	Warren
	Campbell	  	Harrison	  	Montgomery	  	Whitley
	Casey	  	Hart	  	Nicholas	  	Woodford
				
		  	Louisiana	  		  	
				
	Acadia	  	Evangeline	  	Morehouse	  	St Martin
	Allen	  	Franklin	  	Natchitoches	  	St Mary
	Ascension	  	Grant	  	Orleans	  	St Tammany
	Assumption	  	Iberia	  	Ouachita	  	Tangipahoa
	Avoyelles	  	Iberville	  	Plaquemines	  	Tensas
	Beauregard	  	Jackson	  	Pointe Coupee	  	Terrebonne
	Bienville	  	Jefferson	  	Rapides	  	Union
	Caldwell	  	Jefferson Davis	  	Richland	  	Vermilion
	Catahoula	  	Lafayette	  	St Bernard	  	Vernon
	Claiborne	  	Lafourche	  	St Charles	  	Washington
	Concordia	  	La Salle	  	St Helena	  	W Baton Rouge
	E Baton Rouge	  	Lincoln	  	St James	  	W Carroll
	E Carroll	  	Livingston	  	St John the Baptist	  	W Feliciana
	E Feliciana	  	Madison	  	St Landry	  	Winn
				
		  		  	Maine	  	
				
	Androscogin	  	Hancock	  	Piscataquis	  	Waldo
	Cumberland	  	Penobscot	  	Sagadahoc	  	York
				
		  		  	Maryland	  	
				
	Anne Arundel	  	Cecil	  	Montgomery	  	Worcester
	Baltimore	  	Dorchester	  	Prince Georges	  	
	Baltimore City	  	Harford	  	Somerset	  	
	Carroll	  	Howard	  	Wicomico	  	
				
		  	Massachusetts	  		  	
				
	Barnstable	  	Franklin	  	Norfolk	  	
	Berkshire	  	Hampden	  	Plymouth	  	
	Bristol	  	Hampshire	  	Suffolk	  	
	Essex	  	Middlesex	  	Worcester	  	
				
		  		  	Mississippi	  	


  
 13 









							
	Alcorn	  	Hinds	  	Leake	  	Prentiss
	Benton	  	Issaquena	  	Lee	  	Rankin
	Calhoun	  	Itawamba	  	Lowndes	  	Scott
	Chickasaw	  	Jackson	  	Madison	  	Sharkey
	Claiborne	  	Jasper	  	Marion	  	Simpson
	Clarke	  	Jefferson	  	Marshall	  	Smith
	Clay	  	Jefferson Davis	  	Monroe	  	Stone
	Copiah	  	Jones	  	Neshoba	  	Tippah
	Covington	  	Kemper	  	Newton	  	Tishomingo
	Forrest	  	Lafayette	  	Oktibbeha	  	Union
	George	  	Lamar	  	Pearl River	  	Walthall
	Hancock	  	Lauderdale	  	Perry	  	Warren
	Harrison	  	Lawrence	  	Pontotoc	  	 Wayne
 Yazoo

				
		  		  	Missouri	  	
				
	Barry	  	Dunklin	  	Mississippi	  	St Francois
	Barton	  	Franklin	  	New Madrid	  	St Louis
	Bollinger	  	Greene	  	Newton	  	St Louis City
	Butler	  	Henry	  	Ozark	  	Ste Genevieve
	Camden	  	Hickory	  	Pemiscot	  	Stoddard
	Cape Girardeau	  	Iron	  	Perry	  	Stone
	Carter	  	Jasper	  	Pike	  	Taney
	Cedar	  	Jefferson	  	Polk	  	Vernon
	Christian	  	Laclede	  	Reynolds	  	Warren
	Crawford	  	Lawrence	  	Ripley	  	Washington
	Dade	  	Lincoln	  	Scott	  	Wayne
	Dallas	  	Madison	  	St Charles	  	Webster
	Douglas	  	McDonald	  	St Clair	  	Wright
				
		  	New Hampshire	  		  	
				
	Belknap	  	Hillsboro	  	Strafford	  	
	Carroll	  	Merrimack	  		  	
	Essex, MA	  	Rockingham	  		  	


  
 14 









							
		  		  	New Jersey	  	
				
	Bergen	  	Hudson	  		  	
				
		  	New York	  		  	
				
	Chautauqua	  	Niagara	  		  	
	Erie	  	Queens	  		  	
	Nassau	  	Suffolk	  		  	
				
		  	North Carolina	  		  	
				
	Alamance	  	Forsyth	  	Lincoln	  	Sampson
	Cabarrus	  	Franklin	  	Mecklenburg	  	Stokes
	Caswell	  	Gaston	  	Moore	  	Surry
	Catawba	  	Granville	  	Nash	  	Vance
	Chatham	  	Guilford	  	Orange	  	Wake
	Cleveland	  	Harnett	  	Person	  	Warren
	Cumberland	  	Hoke	  	Randolph	  	Yadkin
	Davidson	  	Iredell	  	Robeson	  	
	Davie	  	Johnston	  	Rockingham	  	
	Durham	  	Lee	  	Rowan	  	
				
		  	Ohio	  		  	
				
	Adams	  	Defiance	  	Lorain	  	Ross
	Allen	  	Erie	  	Lucas	  	Sandusky
	Ashtabula	  	Fayette	  	Madison	  	Seneca
	Athens	  	Franklin	  	Mahoning	  	Shelby
	Auglaize	  	Fulton	  	Medina	  	Stark
	Belmont	  	Geauga	  	Mercer	  	Summit
	Brown	  	Greene	  	Miami	  	Trumbull
	Butler	  	Guernsey	  	Monroe	  	Tuscarawas
	Carroll	  	Hamilton	  	Montgomery	  	Union
	Champaign	  	Hancock	  	Morgan	  	Warren
	Clark	  	Hardin	  	Muskingum	  	Washington
	Clermont	  	Harrison	  	Noble	  	Wayne
	Clinton	  	Henry	  	Ottawa	  	Williams
	Columbiana	  	Huron	  	Pickaway	  	Wood
	Coshocton	  	Jefferson	  	Portage	  	Wyandot
	Cuyahoga	  	Lake	  	Preble	  	
	Darke	  	Logan	  	Putnam	  	
				
		  		  	Oklahoma	  	
				
	Adair	  	Grant	  	Nowata	  	Seminole
	Alfalfa	  	Hughes	  	Okfuskee	  	Sequoyah
	Blaine	  	Kay	  	Oklahoma	  	Tulsa
	Canadian	  	Kingfisher	  	Okmulgee	  	Wagoner
	Cherokee	  	Lincoln	  	Osage	  	Washington
	Cleveland	  	Logan	  	Ottawa	  	Woods
	Craig	  	Major	  	Pawnee	  	
	Creek	  	Mayes	  	Payne	  	
	Delaware	  	McClain	  	Pontotoc	  	
	Ellis	  	Muskogee	  	Pottawatomie	  	
	Garfield	  	Noble	  	Rogers	  	


  
 15 









							
		  		  	Oregon	  	
				
	Clackamas	  	Deschutes	  	Marion	  	Washington
	Columbia	  	Douglas	  	Multnomah	  	Yamhill
	Crook	  	Jefferson	  	Polk	  	
				
		  	Pennsylvania	  		  	
				
	Adams	  	Cumberland	  	Lycoming	  	Sullivan
	Allegheny	  	Dauphin	  	Mercer	  	Susquehanna
	Armstrong	  	Delaware	  	Monroe	  	Union
	Beaver	  	Erie	  	Montgomery	  	Venango
	Berks	  	Fayette	  	Montour	  	Warren
	Bucks	  	Greene	  	Northampton	  	Washington
	Butler	  	Huntingdon	  	Northumberland	  	Wayne
	Carbon	  	Lackawanna	  	Perry	  	Westmoreland
	Chester	  	Lancaster	  	Philadelphia	  	Wyoming
	Clarion	  	Lawrence	  	Pike	  	York
	Clinton	  	Lebanon	  	Schuylkill	  	
	Columbia	  	Lehigh	  	Snyder	  	
	Crawford	  	Luzerne	  	Somerset	  	
				
		  	Puerto Rico	  		  	
				
	Canovanas	  	Culebra	  	Loiza	  	San Juan
	Carolina	  	Fajardo	  	Luquillo	  	Trujillo Alto
	Ceiba	  	Guaynabo	  	Rio Grande	  	Vieques
				
		  		  	Rhode Island	  	
				
	Bristol	  	Newport	  	Providence	  	Washington
				
	Kent	  		  	South Carolina	  	
				
	Abbeville	  	Chesterfield	  	Hampton	  	Oconee
	Aiken	  	Clarendon	  	Horry	  	Orangeburg
	Allendale	  	Colleton	  	Jasper	  	Pickens
	Anderson	  	Darlington	  	Kershaw	  	Richland
	Bamberg	  	Dillon	  	Lancaster	  	Saluda
	Barnwell	  	Dorchester	  	Laurens	  	Spartanburg
	Beaufort	  	Edgefield	  	Lee	  	Sumter
	Berkeley	  	Fairfield	  	Lexington	  	Union
	Calhoun	  	Florence	  	Marion	  	Williamsburg
	Charleston	  	Georgetown	  	Marlboro	  	York
	Cherokee	  	Greenville	  	McCormick	  	
	Chester	  	Greenwood	  	Newberry	  	
				
		  		  	Tennessee	  	
				
	Anderson	  	Fayette	  	Knox	  	Rhea
	Bedford	  	Fentress	  	Lauderdale	  	Roane
	Benton	  	Franklin	  	Lawrence	  	Robertson
	Bledsoe	  	Gibson	  	Lewis	  	Rutherford
	Blount	  	Giles	  	Lincoln	  	Scott
	Bradley	  	Grainger	  	Loudon	  	Sequatchie


  
 16 









							
	Campbell	  	Greene	  	Macon	  	Sevier
	Cannon	  	Grundy	  	Madison	  	Shelby
	Carroll	  	Hamblen	  	Marion	  	Smith
	Carter	  	Hamilton	  	Marshall	  	Stewart
	Cheatham	  	Hancock	  	Maury	  	Sullivan
	Chester	  	Hardeman	  	McMinn	  	Sumner
	Claiborne	  	Hardin	  	McNairy	  	Tipton
	Clay	  	Hawkins	  	Meigs	  	Trousdale
	Cocke	  	Haywood	  	Monroe	  	Unicoi
	Coffee	  	Henderson	  	Montgomery	  	Union
	Crockett	  	Henry	  	Moore	  	Van Buren
	Cumberland	  	Hickman	  	Morgan	  	Warren
	Davidson	  	Houston	  	Obion	  	Washington
	DeKalb	  	Humphreys	  	Overton	  	Weakley
	Decatur	  	Jackson	  	Pickett	  	White
	Dickson	  	Jefferson	  	Polk	  	Williamson
	Dyer	  	Johnson	  	Putnam	  	Wilson
				
		  		  	Texas	  	
				
	Bexar	  		  		  	
				
		  		  	Virginia	  	
				
	Albemarle	  	Dinwiddie	  	Lexington City	  	Radford
	Alleghany	  	Essex	  	Loudoun	  	Richmond
	Amelia	  	Fauquier	  	Louisa	  	Richmond City
	Amherst	  	Floyd	  	Lunenburg	  	Roanoke
	Appomattox	  	Fluvanna	  	Lynchburg	  	Rockbridge
	Augusta	  	Franklin	  	Madison	  	Rockingham
	Bedford	  	Franklin City	  	Martinsville City	  	Russell
	Bedford City	  	Fredericksburg City	  	Mathews	  	Salem
	Bland	  	Galax City	  	Mecklenburg	  	Scott
	Botetourt	  	Giles	  	Middlesex	  	Shenandoah
	Bristol City	  	Gloucester	  	Montgomery	  	Smyth
	Brunswick	  	Goochland	  	Nelson	  	Southampton
	Buchanan	  	Grayson	  	New Kent	  	Spotsylvania


  
 17 









							
	Buckingham	  	Greene	  	Newport News City	  	Stafford
	Buena Vista City	  	Greensville	  	Norfolk	  	Staunton City
	Campbell	  	Halifax	  	Northampton	  	Suffolk City
	Caroline	  	Hampton City	  	Northumberland	  	Surry
	Carroll	  	Hanover	  	Nottoway	  	Sussex
	Charles City	  	Harrisonburg	  	Orange	  	Tazewell
	Charlotte	  	Henrico	  	Page	  	Virginia Beach City
	Charlottesville	  	Henry	  	Patrick	  	Washington
	Chesapeake City	  	Highland	  	Petersburg City	  	Waynesboro City
	Chesterfield	  	Hopewell City	  	Pittsylvania	  	Westmoreland
	Colonial Heights	  	Isle Of Wight	  	Poquoson City	  	Williamsburg City
	Covington	  	James City	  	Portsmouth City	  	Wise
	Craig	  	King And Queen	  	Powhatan	  	Wythe
	Culpeper	  	King George	  	Prince Edward	  	York
	Cumberland	  	King William	  	Prince George	  	
	Danville	  	Lancaster	  	Prince William	  	
	Dickenson	  	Lee	  	Pulaski	  	
				
		  	Washington	  		  	
				
	Benton	  	Ferry	  	Grant	  	Walla Walla
	Douglas	  	Franklin	  	Okanogan	  	
				
		  	West Virginia	  		  	
				
	Barbour	  	Jackson	  	Monroe	  	Summers
	Boone	  	Kanawha	  	Nicholas	  	Taylor
	Brooke	  	Lewis	  	Ohio	  	Tucker
	Cabell	  	Lincoln	  	Pendleton	  	Tyler
	Calhoun	  	Logan	  	Pleasants	  	Upshaw
	Clay	  	Marion	  	Pocahontas	  	Upshur
	Doddridge	  	Marshall	  	Preston	  	Webster
	Fayette	  	Mason	  	Putnam	  	Wetzel
	Gilmer	  	McDowell	  	Raleigh	  	Wirt
	Grant	  	Mercer	  	Randolph	  	Wood
	Greenbrier	  	Mingo	  	Ritchie	  	Wyoming
	Harrison	  	Monongalia	  	Roane	  	
				
		  	Wisconsin	  		  	
				
	Brown	  	Milwaukee	  	Shawano	  	
	Calumet	  	Oconto	  	Washington	  	
	Kenosha	  	Outagamie	  	Waukesha	  	
	Kewaunee	  	Ozaukee	  	Winnebago	  	
	Manitowoc	  	Racine	  		  	


  
 18