EX-10.1 EMPLOYMENT AGREEMENT



 




EXHIBIT 10.1




 





EMPLOYMENT AGREEMENT




BETWEEN




BARRY STEWART




AND




LHC GROUP, INC.




 






 









 








EMPLOYMENT AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Effective Date	 	 	1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2.	 	 	Employment	 	 	1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3.	 	 	Employment Period	 	 	1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	4.	 	 	Extent of Service	 	 	1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	5.	 	 	Compensation and Benefits	 	 	2	 
	 	 	 	 	 	(a	)	 	Base Salary
	 	 	2	 
	 	 	 	 	 	(b	)	 	Incentive, Savings and Retirement Plans
	 	 	2	 
	 	 	 	 	 	(c	)	 	Welfare Benefit Plans
	 	 	2	 
	 	 	 	 	 	(d	)	 	Expenses
	 	 	2	 
	 	 	 	 	 	(e	)	 	Fringe Benefits
	 	 	3	 
	 	 	 	 	 	(f	)	 	Moving Expenses
	 	 	3	 
	 	 	 	 	 	(g	)	 	Vacation
	 	 	3	 
	 	 	 	 	 	(h	)	 	Office and Support Staff
	 	 	3	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	6.	 	 	Change of Control	 	 	3	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	7.	 	 	Termination of Employment	 	 	4	 
	 	 	 	 	 	(a	)	 	Death or Retirement
	 	 	4	 
	 	 	 	 	 	(b	)	 	Disability
	 	 	4	 
	 	 	 	 	 	(c	)	 	Termination by the Company
	 	 	5	 
	 	 	 	 	 	(d	)	 	Termination by Executive
	 	 	5	 
	 	 	 	 	 	(e	)	 	Notice of Termination
	 	 	5	 
	 	 	 	 	 	(f	)	 	Date of Termination
	 	 	6	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	8.	 	 	Obligations of the Company upon Termination	 	 	6	 
	 	 	 	 	 	(a	)	 	Termination by Executive for Good Reason; Termination by the
Company Other Than for Cause
or Disability
	 	 	6	 
	 	 	 	 	 	(b	)	 	Death, Disability or Retirement
	 	 	8	 
	 	 	 	 	 	(c	)	 	Cause or Voluntary Termination without Good Reason
	 	 	8	 
	 	 	 	 	 	(d	)	 	Expiration of Employment Period
	 	 	8	 
	 	 	 	 	 	(e	)	 	Resignations
	 	 	8	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	9.	 	 	Non-exclusivity of Rights	 	 	8	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	10.	 	 	Full Settlement; No Obligation to Mitigate	 	 	8	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	11.	 	 	Certain Additional Payments by the Company	 	 	9	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	12.	 	 	Costs of Enforcement	 	 	11	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	14.	 	 	Restrictions on Conduct of Executive	 	 	11	 
	 	 	 	 	 	(a	)	 	General
	 	 	11	 
	 	 	 	 	 	(b	)	 	Definitions
	 	 	11	 
	 	 	 	 	 	(c	)	 	Restrictive Covenants
	 	 	13	 
	 	 	 	 	 	(d	)	 	Enforcement of Restrictive Covenants
	 	 	15	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	15.	 	 	Arbitration	 	 	16	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	16.	 	 	Assignment and Successors	 	 	16	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	17.	 	 	Miscellaneous	 	 	16	 






 -i- 




 









 








EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 1st day of June,
2006 by and between LHC Group, Inc., a Delaware corporation (the “Company”), and Barry Stewart
(“Executive”), to be effective as of the Effective Date, as defined in Section 1.



BACKGROUND




     The Company desires to engage Executive as Senior Vice President and Chief Financial Officer
of the Company from and after the Effective Date, in accordance with the terms of this Agreement.
Executive is willing to serve as such in accordance with the terms and conditions of this
Agreement.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
set forth herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:



     1. Effective Date. The effective date of this Agreement (the “Effective Date”) shall
be June 1, 2006.



     2. Employment. Executive is hereby employed on the Effective Date as Senior Vice
President and Chief Financial Officer of the Company. In his capacity as Senior Vice President and
Chief Financial Officer of the Company, Executive shall have the duties, responsibilities and
authority commensurate with such position as shall be assigned to him by the Chief Executive
Officer and/or the Board of Directors of the Company. In his capacity as Senior Vice President and
Chief Financial Officer of the Company, Executive will report directly to the Chief Executive
Officer of the Company.



     3. Employment Period. Unless earlier terminated herein in accordance with Section 7
hereof, Executive’s employment shall be for a three year term, beginning on the Effective Date and
ending on the third anniversary of the Effective Date (the “Employment Period”). Beginning on the
third anniversary of the Effective Date and on each subsequent anniversary of the Effective Date,
the Employment Period shall, without further action by Executive or the Company, be extended by an
additional one-year period; provided, however, that either the Company or the Executive may, by
notice to the other given at least sixty (60) days prior to the scheduled expiration of the
Employment Period, cause the Employment Period to cease to extend automatically. Upon such notice,
the Employment Period shall terminate upon the expiration of the then-current term, including any
prior extensions.



     4. Extent of Service. During the Employment Period, and excluding any periods of
vacation, holiday, sick leave and Company-approved leave of absence to which Executive is entitled
in accordance with Company policies, Executive agrees to devote substantially all of his business
time, attention, skill and efforts exclusively to the faithful performance of his duties hereunder.
It shall not be a violation of this Agreement for Executive to (i) devote reasonable time to
charitable or community activities, (ii) serve on corporate, civic, educational or charitable
boards or committees, subject to the Company’s standards of business conduct or other code of
ethics, (iii) deliver lectures or fulfill speaking engagements from time to time on an infrequent
basis, and/or (iv) manage personal business interests and investments, subject to the Company’s
standards of business conduct or other code of ethics, and so long as such activities do not



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interfere in a material manner or on a routine basis with the performance of Executive’s
responsibilities under this Agreement.



     5. Compensation and Benefits.



          (a) Base Salary. During the Employment Period, the Company will pay to Executive base
salary at the rate of U.S. $290,000 per year (“Base Salary”), less normal withholdings, payable in
approximately equal bi-weekly or other installments as are or become customary under the Company’s
payroll practices for its employees from time to time. The compensation committee of the Board of
Directors of the Company (or the full Board, if there is no compensation committee) shall review
Executive’s Base Salary annually and may increase (but not decrease) Executive’s Base Salary from
year to year. Such adjusted salary then shall become Executive’s Base Salary for purposes of this
Agreement. The annual review of Executive’s salary by the Board will consider, among other things,
Executive’s own performance, and the Company’s performance.



          (b) Incentive, Savings and Retirement Plans. During the Employment Period, Executive
shall be entitled to participate in all incentive, savings and retirement plans, practices,
policies and programs available to senior executive officers of the Company (“Peer Executives”),
and on the same basis as such Peer Executives. Without limiting the foregoing, the following shall
apply:



               (i) during the Employment Period, Executive will be entitled to participate in the Company’s
executive bonus plan, pursuant to which he will have an opportunity to receive an annual cash bonus
based upon the achievement of performance goals established from year to year by the compensation
committee of the Board of Directors of the Company (such bonus earned at the stated “goal” level of
achievement being referred to herein as the “Target Bonus”); and



               (ii) during the Employment Period, Executive will be eligible for grants, under the Company’s
long-term incentive plan or plans, of stock options and/or restricted stock awards (or such other
stock-based awards as the Company makes to Peer Executives), having terms and determined in the
same manner as awards to other Peer Executives, unless the Executive consents to a different type
of award or different terms of such award than are applicable to other Peer Executives. Nothing
herein requires the Board of Directors to make grants of options or other awards in any year.



          (c) Welfare Benefit Plans. During the Employment Period, Executive and Executive’s
eligible dependents shall be eligible for participation in, and shall receive all benefits under,
the welfare benefit plans, practices, policies and programs provided by the Company (including,
without limitation, medical, prescription drug, dental, disability, employee life, dependent life,
accidental death and travel accident insurance plans and programs) (“Welfare Plans”) to the extent
available to other Peer Executives.



          (d) Expenses. During the Employment Period, Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by Executive in the course of performing
his duties and responsibilities under this Agreement, in accordance with the policies, practices
and procedures of the Company to the extent available to other Peer Executives with respect to
travel, entertainment and other business expenses.



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          (e) Fringe Benefits. During the Employment Period, Executive shall be entitled to
fringe benefits in accordance with the plans, practices, programs and policies of the Company
available to other Peer Executives.



          (f) Moving Expenses. The Company will reimburse Executive up to $25,000 for
reasonable and customary moving expenses directly related to Executive’s relocation from Orlando,
Florida to the Lafayette, Louisiana area, including, without limitation, temporary housing costs,
real estate brokerage fees, transportation costs, real estate closing costs and the cost of a
moving company. Employee must submit proper documentation of moving expenses incurred in order to
receive reimbursement of such expenses.



          (g) Vacation. During the Employment Period, Executive will be entitled to such paid
vacation time as may be provided from time to time under any plans, practices, programs and
policies of the Company available to other Peer Executives.



          (h) Office and Support Staff. During the Employment Period, Executive will be
entitled to office, furnishings and equipment of similar type and quality made available to other
Peer Executives. During the Employment Period, Executive will be entitled to secretarial and other
assistance reasonably necessary for the performance of his duties and responsibilities.



     6. Change of Control. For the purposes of this Agreement, a “Change of Control” shall
mean the occurrence of any of the following events:



          (a) individuals who, on the Effective Date, constitute the Board of Directors of the Company
(the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board,
provided that any person becoming a director after the Effective Date and whose election or
nomination for election was approved by a vote of at least a majority of the Incumbent Directors
then on the Board shall be an Incumbent Director; provided, however, that no individual initially
elected or nominated as a director of the Company as a result of an actual or threatened election
contest with respect to the election or removal of directors (“Election Contest”) or other actual
or threatened solicitation of proxies or consents by or on behalf of any “person” (such term for
purposes of this Section 6 being as defined in Section 3(a)(9) of the Securities Exchange Act of
1934 (the “Exchange Act”) and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) other
than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle
any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or



          (b) any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of either (i) 35% or more of the then-outstanding shares of common
stock of the Company (“Company Common Stock”) or (ii) securities of the Company representing 35% or
more of the combined voting power of the Company’s then outstanding securities eligible to vote for
the election of directors (the “Company Voting Securities”); provided, however, that for purposes
of this paragraph (b), the following acquisitions of Company Common Stock or Company Voting
Securities shall not constitute a Change of Control: (A) an acquisition directly from the Company,
(B) an acquisition by the Company or a subsidiary of the Company, (C) an acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary
of the Company, or (D) an acquisition pursuant to a Non-Qualifying Transaction (as defined in
paragraph (c) below); or



          (c) the consummation of a recapitalization, reorganization, merger, consolidation, statutory
share exchange or similar form of transaction involving the Company or a subsidiary of the Company
(a “Reorganization”), or the sale or other disposition of all or substantially all of the



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Company’s assets (a “Sale”) or the acquisition of assets or stock of another entity (an
“Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or
substantially all of the individuals and entities who were the beneficial owners, respectively, of
the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to
such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors, as the
case may be, of the entity resulting from or surviving such Reorganization, Sale or Acquisition
(including, without limitation, an entity which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets or stock either directly or through one or more
subsidiary entities, the “Surviving Entity”) in substantially the same proportions as their
ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding
Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no
person (other than (x) the Company or any subsidiary of the Company, (y) the Surviving Entity or
its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or
maintained by any of the foregoing) is the beneficial owner, directly or indirectly, of 35% or more
of the total common stock or 35% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the
members of the board of directors of the Surviving Entity were Incumbent Directors at the time of
the Board’s approval of the execution of the initial agreement providing for such Reorganization,
Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria
specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or



          (d) approval by the members or stockholders of the Company, as the case may be, of a complete
liquidation or dissolution of the Company.



     7. Termination of Employment.



          (a) Death or Retirement. Executive’s employment shall terminate automatically upon
Executive’s death or Retirement during the Employment Period. For purposes of this Agreement,
“Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan,
or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65
with at least ten years of service.



          (b) Disability. If the Company determines in good faith that the Disability (as
defined below) of Executive has occurred during the Employment Period, it may give to Executive
written notice of its intention to terminate Executive’s employment. In such event, Executive’s
employment with the Company shall terminate effective on the 30th day after receipt of such written
notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such
receipt, Executive shall not have returned to full-time performance of Executive’s duties. For
purposes of this Agreement, “Disability” shall have the same meaning as provided in the long-term
disability plan or policy maintained by the Company and covering Executive. If no such long-term
disability plan or policy is maintained, “Disability” shall mean the inability of Executive, as
determined by the Board, to perform the essential functions of his regular duties and
responsibilities, with or without reasonable accommodation, due to a medically determinable
physical or mental illness which has lasted (or can reasonably be expected to last) for a period of
six consecutive months.



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          (c) Termination by the Company. The Company may terminate Executive’s employment
during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” shall
mean:



               (i) the continued failure of Executive to perform substantially Executive’s duties with the
Company (other than any such failure resulting from incapacity due to physical or mental illness,
or following Executive’s delivery of notice of termination for Good Reason, and specifically
excluding any failure by Executive, after reasonable efforts, to meet performance expectations),
after a written demand for substantial performance is delivered to Executive by the Board which
specifically identifies the manner in which the Board believes that Executive has not substantially
performed Executive’s duties, or



               (ii) the engaging by Executive in illegal conduct or gross misconduct which is injurious to
the Company, or



               (iii) the conviction of Executive, or a plea of guilty or nolo contendere by Executive, to a
felony or other crime involving moral turpitude.



          (d) Termination by Executive. Executive’s employment may be terminated by Executive
for Good Reason or no reason. For purposes of this Agreement, unless written consent of Executive
is obtained, “Good Reason” shall mean:



               (i) the assignment to Executive of duties inconsistent in material respect with Executive’s
position (including status, offices, titles and reporting requirements), authority, duties or
responsibilities as in effect on the Effective Date, or a material diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by Executive;



               (ii) a reduction by the Company in Executive’s Base Salary or Target Bonus as in effect on
the Effective Date (which reduction in base salary is not permitted by Section 5(a) hereof) or,
with respect to Executive’s Base Salary, as the same may be increased from time to time;



               (iii) any failure by the Company to comply with and satisfy 16(c) of this Agreement; or



               (iv) the material breach by the Company of any other provision of this Agreement.



     Any claim of “Good Reason” under this Agreement shall be communicated by Executive to the
Company in writing, which writing shall specifically identify the factual details concerning the
event(s) giving rise to Executive’s claim of Good Reason under this Section 7(d). The Company
shall have an opportunity to cure any claimed event of Good Reason within 30 days of such notice
from Executive.



          (e) Notice of Termination. Any termination by the Company for Cause, or by Executive
for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in
accordance with Section 17(f) of this Agreement. For purposes of this Agreement, a “Notice of
Termination” means a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in



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reasonable detail the facts and circumstances claimed to provide a basis for termination of
Executive’s employment under the provision so indicated, and (iii) specifies the termination date.
The failure by Executive or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of
Executive or the Company, respectively, hereunder or preclude Executive or the Company,
respectively, from asserting such fact or circumstance in enforcing Executive’s or the Company’s
rights hereunder.



          (f) Date of Termination. “Date of Termination” means (i) if Executive’s employment is
terminated by the Company for Cause, or by Executive for Good Reason, the date of receipt of the
Notice of Termination or a date within 30 days after receipt of the Notice of Termination, as
specified in such notice, (ii) if Executive’s employment is terminated by the Company other than
for Cause or Disability, the Date of Termination shall be the date of receipt of the Notice of
Termination or a date within 90 days after receipt of the Notice of Termination, as specified in
such notice, (iii) if Executive’s employment is terminated by reason of death or Disability, the
Date of Termination shall be the date of death of Executive or the Disability Effective Date, as
the case may be, and (iv) if Executive’s employment is terminated by Executive without Good Reason,
the Date of Termination shall be 60 days following the Company’s receipt of the Notice of
Termination, unless the Company specifies an earlier Date of Termination.



     8. Obligations of the Company upon Termination.



          (a) Termination by Executive for Good Reason; Termination by the Company Other Than for
Cause or Disability. If, during the Employment Period, the Company shall terminate Executive’s
employment other than for Cause or Disability, or Executive shall terminate employment for Good
Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason,
then and, with respect to the payments and benefits described in clauses (i)(B) and (ii) below,
only if Executive executes a Release in substantially the form of Exhibit A hereto (the
“Release”):



               (i) the Company shall provide to Executive in a single lump sum cash payment within 30 days
after the Date of Termination, or if later, within five days after the Release becomes effective
and nonrevocable, the aggregate of the following amounts:




          A. the sum of the following amounts, to the extent not previously paid to Executive
(the “Accrued Obligations”): (1) Executive’s Base Salary through the Date of Termination,
(2) a pro-rata bonus for the year in which the Date of Termination occurs, computed as the
product of (x) Executive’s Target Bonus for such year and (y) a fraction, the numerator of
which is the number of days in the current fiscal year through the Date of Termination, and
the denominator of which is 365, (3) any accrued pay in lieu of unused vacation (in
accordance with the Company’s vacation policy), and (4) unless Executive has a later payout
date that is required in connection with the terms of a deferral plan or agreement, any
vested compensation previously deferred by Executive (together with any amount equivalent
to accrued interest or earnings thereon); and




          B. a severance payment as determined pursuant to clause (x) or (y) below, as
applicable:




               (x) if the Date of Termination occurs before, or more than two years after, the
occurrence of a Change of Control, the severance payment shall be the



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product of 24 (the “Regular Severance Factor”) times one twelfth of the sum of (1)
Executive’s Base Salary in effect as of the Date of Termination (ignoring any decrease in
Executive’s Base Salary unless consented to by Executive), and (2) the greater of the
average of the annual bonuses earned by Executive for the two fiscal years in which annual
bonuses were paid immediately preceding the year in which the Date of Termination occurs,
or Executive’s Target Bonus for the year in which the Date of Termination occurs; or




               (y) if the Date of Termination occurs within two years after the occurrence of a
Change of Control, the severance payment shall be the product of 30 (the “Change of Control
Severance Factor”) times one twelfth of the sum of (1) Executive’s Base Salary in effect as
of the Date of Termination, and (2) the greater of the average of the annual bonuses earned
by Executive for the two fiscal years in which annual bonuses were paid immediately
preceding the year in which the Date of Termination occurs, or Executive’s Target Bonus for
the year in which the Date of Termination occurs; and



               (ii) the Company shall continue to provide, for a number of months equal to the Regular
Severance Factor or the Change of Control Severance Factor (determined in Section 8(a)(i)(B)(x) or
(y) above, as applicable) after Executive’s Date of Termination (the “Welfare Benefits Continuation
Period”), or such longer period as may be provided by the terms of the appropriate plan, program,
practice or policy, any group health benefits to which Executive and/or Executive’s eligible
dependents would otherwise be entitled to continue under COBRA, or benefits substantially
equivalent to those group health benefits which would have been provided to them in accordance with
the Welfare Plans described in Section 5(c) of this Agreement if Executive’s employment had not
been terminated, provided, however, that if Executive becomes employed with another employer
(including self-employment) and receives group health benefits under another employer provided
plan, the Company’s obligation to provide group health benefits described herein shall cease,
except as otherwise provided by law and provided, further, that the Welfare Benefits Continuation
Period shall run concurrently with any period for which Executive is eligible to elect health
coverage under COBRA; and



               (iii) all grants of stock options and other equity awards granted by the Company and held by
Executive as of the Date of Termination will become immediately vested and exercisable as of the
Date of Termination and, to the extent necessary, this Agreement is hereby deemed an amendment of
any such outstanding stock option or other equity award; and



               (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide
to Executive any other amounts or benefits required to be paid or provided or which Executive is
eligible to receive under any plan, program, policy or practice of the Company to the extent
provided to Peer Executives prior to the Date of Termination (such other amounts and benefits shall
be hereinafter referred to as the “Other Benefits”).



          If Executive’s employment is terminated by the Company without Cause prior to the occurrence
of a Change in Control and if it can reasonably be shown that Executive’s termination (i) was at
the direction or request of a third party that had taken steps reasonably calculated to effect a
Change in Control after such termination, or (ii) otherwise occurred in anticipation of a Change in
Control, and in either case a Change in Control as defined hereunder does, in fact, occur, then
Executive shall have the rights described in this Section 8(a) as if the Change in Control had
occurred on the date immediately preceding the Date of Termination.



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          Executive acknowledges and agrees that the receipt of severance benefits provided in this
Section 8(a) constitutes consideration for the restrictions on the conduct of Executive contained
in Section 14 of this Agreement.



          (b) Death, Disability or Retirement. If Executive’s employment is terminated by
reason of his death, Disability or Retirement during the Employment Period, this Agreement shall
terminate without further obligations to Executive or his estate, beneficiaries or legal
representatives, other than for payment of Accrued Obligations and the timely payment or provision
of Other Benefits. Accrued Obligations shall be paid to Executive or his estate, beneficiary or
legal representative, as applicable, in a lump sum in cash within 30 days of the Date of
Termination. With respect to the provision of Other Benefits, the term Other Benefits as used in
this Section 8(b) shall include, without limitation, and Executive or his estate, beneficiaries or
legal representatives, as applicable, shall be entitled to receive, benefits under such plans,
programs, practices and policies relating to death, disability or retirement benefits, if any, as
are applicable to Executive or his family on the Date of Termination.



          (c) Cause or Voluntary Termination without Good Reason. If Executive’s employment
shall be terminated for Cause during the Employment Period, or if Executive voluntarily terminates
employment during the Employment Period without Good Reason, this Agreement shall terminate without
further obligations to Executive, other than for payment of Accrued Obligations (excluding the
pro-rata bonus described in clause 2 of Section 8(a)(i)(A)) and the timely payment or provision of
Other Benefits.



          (d) Expiration of Employment Period. If Executive’s employment shall be terminated
due to the normal expiration of the Employment Period, this Agreement shall terminate without
further obligations to Executive, other than for payment of Accrued Obligations and the timely
payment or provision of Other Benefits.



          (e) Resignations. Termination of Executive’s employment for any reason whatsoever
shall constitute Executive’s resignation from the Board of Directors of the Company and resignation
as an officer of the Company, its subsidiaries and affiliates.



     9. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
Executive’s continuing or future participation in any employee benefit plan, program, policy or
practice provided by the Company and for which Executive may qualify, except as specifically
provided herein. Amounts which are vested benefits or which Executive is otherwise entitled to
receive under any employee benefit plan, policy, practice or program of the Company, its
subsidiaries or any of its affiliated companies at or subsequent to the Date of Termination shall
be payable in accordance with such plan, policy, practice or program except as explicitly modified
by this Agreement.



     10. Full Settlement; No Obligation to Mitigate. The Company’s obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action
which the Company may have against Executive or others. In no event shall Executive be obligated
to seek other employment or take any other action by way of mitigation of the amounts payable to
Executive under any of the provisions of this Agreement and, except as explicitly provided herein,
such amounts shall not be reduced whether or not Executive obtains other employment.



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     11. Certain Additional Payments by the Company.



          (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below,
in the event it shall be determined that any payment or distribution by the Company to or for the
benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise, but determined without regard to any additional payments required
under this Section 11) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are
incurred by Executive with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then
Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount
such that after payment by Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 11(a), if it shall be determined that
Executive is entitled to a Gross-Up Payment, but that Executive, after taking into account the
Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000
(taking into account both income taxes and any Excise Tax) as compared to the net after-tax
proceeds to Executive resulting from an elimination of the Gross-Up Payment and a reduction of the
Payments, in the aggregate, to an amount (the “Reduced Amount”) such that the receipt of Payments
would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to Executive and the
Payments, in the aggregate, shall be reduced to the Reduced Amount. Executive may select the
Payments to be limited or reduced.



          (b) Subject to the provisions of Section 11(c), all determinations required to be made under
this Section 11, including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by
a certified public accounting firm selected by Executive (other than the Company’s regular
accounting firm) and reasonably acceptable to the Company (the “Accounting Firm”) which shall
provide detailed supporting calculations both to the Company and Executive within 15 business days
of the receipt of notice from Executive that there has been a Payment, or such earlier time as is
reasonably requested by the Company. All fees and expenses of the Accounting Firm shall be borne
solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 11, shall be
paid by the Company to Executive within five days of the receipt of the Accounting Firm’s
determination. Any determination by the Accounting Firm shall be binding upon the Company and
Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have been made (“Underpayment”),
consistent with the calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 11(c) and Executive thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit
of Executive.



          (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of a Gross-Up Payment (or an
additional Gross-Up Payment). Such notification shall be given as soon as practicable but no later
than ten business days after Executive is informed in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such



9









 







claim is requested to be paid. Executive shall not pay such claim prior to the expiration of
the 30-day period following the date on which he gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim is due). If the
Company notifies Executive in writing prior to the expiration of such period that it desires to
contest such claim, Executive shall:



               (i) give the Company any information reasonably requested by the Company relating to such
claim,



               (ii) take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably selected by the Company,



               (iii) cooperate with the Company in good faith in order effectively to contest such claim,
and



               (iv) permit the Company to participate in any proceedings relating to such claim;



provided, however, that the Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and shall indemnify and
hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such representation and payment
of costs and expenses. Without limitation of the foregoing provisions of this Section 11(c), the
Company shall control all proceedings taken in connection with such contest (to the extent
applicable to the Excise Tax and the Gross-Up Payment) and, at its sole option, may pursue or forgo
any and all administrative appeals, proceedings, hearings and conferences with the taxing authority
in respect of such claim and may, at its sole option, either direct Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees
to prosecute such contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided,
however, that if the Company directs Executive to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to Executive, on an interest-free basis and shall
indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further provided that any extension
of the statute of limitations relating to payment of taxes for the taxable year of Executive with
respect to which such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect
to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.



          (d) If, after the receipt by Executive of an amount advanced by the Company pursuant to
Section 11(c), Executive becomes entitled to receive any refund with respect to such claim,
Executive shall (subject to the Company’s complying with the requirements of Section 11(c))
promptly pay to the Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced
by the Company pursuant to Section 11(c), a determination is made that Executive shall not be
entitled to any refund with respect to such claim and the Company does not notify



10









 







Executive in writing of its intent to contest such denial of refund prior to the expiration of
30 days after such determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.



     12. Costs of Enforcement. In any action taken in good faith relating to the
enforcement of this Agreement or any provision herein, Executive shall be entitled to reimbursement
for any and all costs and expenses incurred by him in enforcing or establishing his rights
thereunder, including, without limitation, reasonable attorneys’ fees, whether suit be brought or
not, and whether or not incurred in arbitration, trial, bankruptcy or appellate proceedings, but
only if and to the extent Executive is successful in asserting such rights. Executive shall also
be entitled to be paid all reasonable legal fees and expenses, if any, incurred in connection with
any tax audit or proceeding to the extent attributable to the application of Section 4999 of the
Internal Revenue Code to any payment or benefit hereunder.



     13. [Intentionally Omitted]




     14. Restrictions on Conduct of Executive.



          (a) General. Executive and the Company understand and agree that the purpose of the
provisions of this Section 14 is to protect legitimate business interests of the Company, as more
fully described below, and is not intended to impair or infringe upon Executive’s right to work,
earn a living, or acquire and possess property from the fruits of his labor. Executive hereby
acknowledges that Executive has received good and valuable consideration for the post-employment
restrictions set forth in this Section 14 in the form of the compensation and benefits provided for
herein. Executive hereby further acknowledges that the post-employment restrictions set forth in
this Section 14 are reasonable and that they do not, and will not, unduly impair his ability to
earn a living after the termination of this Agreement.



          In addition, the parties acknowledge: (A) that Executive’s services under this Agreement
require unique expertise and talent in the provision of Competitive Services and that Executive
will have substantial contacts with customers, suppliers, advertisers and vendors of the Company;
(B) that pursuant to this Agreement, Executive will be placed in a position of trust and
responsibility and he will have access to a substantial amount of Confidential Information and
Trade Secrets and that the Company is placing him in such position and giving him access to such
information in reliance upon his agreement to abide by the covenants set forth in this Section 14;
(C) that due to Executive’s unique experience and talent, the loss of Executive’s services to the
Company under this Agreement cannot reasonably or adequately be compensated solely by damages in an
action at law; (D) that Executive is capable of competing with the Company; and (E) that Executive
is capable of obtaining gainful, lucrative and desirable employment that does not violate the
restrictions contained in this Agreement.



          Therefore, Executive shall be subject to the restrictions set forth in this Section 14.



          (b) Definitions. The following capitalized terms used in this Section 14 shall have
the meanings assigned to them below, which definitions shall apply to both the singular and the
plural forms of such terms:



               “Competitive Services” means the business of providing post-acute healthcare services,
including home-based services through home nursing agencies and hospices and facility-based
services through long-term acute care hospitals and outpatient rehabilitation clinics.



11









 





               “Confidential Information” means all information regarding the Company, its activities,
business or clients that is the subject of reasonable efforts by the Company to maintain its
confidentiality and that is not generally disclosed by practice or authority to persons not
employed by the Company, but that does not rise to the level of a Trade Secret. “Confidential
Information” shall include, but is not limited to, financial plans and data concerning the Company;
management planning information; business plans; operational methods; market studies; marketing
plans or strategies; product development techniques or plans; customer lists; customer files, data
and financial information, details of customer contracts; current and anticipated customer
requirements; identifying and other information pertaining to business referral sources; past,
current and planned research and development; business acquisition plans; and new personnel
acquisition plans. “Confidential Information” shall not include information that has become
generally available to the public by the act of one who has the right to disclose such information
without violating any right or privilege of the Company. This definition shall not limit any
definition of “confidential information” or any equivalent term under state or federal law.



               “Determination Date” means the date of termination of Executive’s employment with the Company
for any reason whatsoever or any earlier date (during the Employment Period) of an alleged breach
of the Restrictive Covenants by Executive.



               “Person” means any individual or any corporation, partnership, joint venture, limited
liability company, association or other entity or enterprise.



               “Principal or Representative” means a principal, owner, partner, stockholder, joint venturer,
investor, member, trustee, director, officer, manager, employee, agent, representative or
consultant.



               “Protected Customers” means any Person to whom the Company has sold its products or services
or solicited to sell its products or services, other than through general advertising targeted at
consumers, during the 12 months prior to the Determination Date.



               “Protected Employees” means employees of the Company who were employed by the Company or its
affiliates at any time within six months prior to the Determination Date, other than those who were
discharged by the Company or such affiliated employer without cause.



               “Restricted Period” means the Employment Period plus 24 months (or the Employment Period plus
6 months if Executive’s termination occurs within two years after the occurrence of a Change in
Control); provided, however, that the Restricted Period shall end with respect to the covenants in
clauses (ii), (iii) and (iv) of Section 14(c) on the 60th day after the Date of
Termination in the event the Company breaches its obligation, if any, to make any payment required
under Section 8(a)(i).



               “Restricted Territory” means the geographical territory described on Exhibit B hereto.



               “Restrictive Covenants” means the restrictive covenants contained in Section 14(c) hereof.



12









 





               “Third Party Information” means confidential or proprietary information subject to a duty on
the Company’s and its affiliates’ part to maintain the confidentiality of such information and to
use it only for certain limited purposes.



               “Trade Secret” means all information, without regard to form, including, but not limited to,
technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method,
a technique, a drawing, a process, financial data, financial plans, product plans, distribution
lists or a list of actual or potential customers, advertisers or suppliers which is not commonly
known by or available to the public and which information: (A) derives economic value, actual or
potential, from not being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject
of efforts that are reasonable under the circumstances to maintain its secrecy. Without limiting
the foregoing, Trade Secret means any item of confidential information that constitutes a “trade
secret(s)” under the common law or statutory law of the State of Delaware.



               “Work Product” means all inventions, innovations, improvements, developments, methods,
processes, programs, designs, analyses, drawings, reports, and all similar or related information
(whether or not patentable) that relate to the Company’s or its affiliates’ actual or anticipated
business, research and development, or existing or future products or services and that are
conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or
jointly with others) while employed by the Company or its affiliates.



          (c) Restrictive Covenants.



               (i) Restriction on Disclosure and Use of Confidential Information and Trade Secrets.
Executive understands and agrees that the Confidential Information and Trade Secrets constitute
valuable assets of the Company and its affiliated entities, and may not be converted to Executive’s
own use. Accordingly, Executive hereby agrees that Executive shall not, directly or indirectly, at
any time during the Restricted Period reveal, divulge, or disclose to any Person not expressly
authorized by the Company any Confidential Information, and Executive shall not, directly or
indirectly, at any time during the Restricted Period use or make use of any Confidential
Information in connection with any business activity other than that of the Company. Throughout
the term of this Agreement and at all times after the date that this Agreement terminates for any
reason, Executive shall not directly or indirectly transmit or disclose any Trade Secret of the
Company to any Person, and shall not make use of any such Trade Secret, directly or indirectly, for
himself or for others, without the prior written consent of the Company. The parties acknowledge
and agree that this Agreement is not intended to, and does not, alter either the Company’s rights
or Executive’s obligations under any state or federal statutory or common law regarding trade
secrets and unfair trade practices.



               Anything herein to the contrary notwithstanding, Executive shall not be restricted from
disclosing or using Confidential Information or any Trade Secret that is required to be disclosed
by law, court order or other legal process; provided, however, that in the event disclosure is
required by law, Executive shall provide the Company with prompt notice of such requirement so that
the Company may seek an appropriate protective order prior to any such required disclosure by
Executive.



               Executive acknowledges that any and all Confidential Information is the exclusive property of
the Company and agrees to deliver to the Company on the Date of Termination, or at any other time
the Company may request in writing, any and all Confidential Information which he may then possess
or have under his control in whatever form same may



13









 







exist, including, but not by way of limitation, hard copy files, soft copy files, computer
disks, and all copies thereof.



               (ii) Nonsolicitation of Protected Employees. Executive understands and agrees that
the relationship between the Company and each of its Protected Employees constitutes a valuable
asset of the Company and may not be converted to Executive’s own use. Accordingly, Executive
hereby agrees that during the Restricted Period, Executive shall not directly or indirectly on
Executive’s own behalf or as a Principal or Representative of any Person or otherwise solicit or
induce any Protected Employee to terminate his employment relationship with the Company or to enter
into employment with any other Person.



               (iii) Restriction on Relationships with Protected Customers. Executive understands
and agrees that the relationship between the Company and each of its Protected Customers
constitutes a valuable asset of the Company and may not be converted to Executive’s own use.
Accordingly, Executive hereby agrees that, during the Restricted Period and in the Restricted
Territory, Executive shall not, without the prior written consent of the Company, directly or
indirectly, on Executive’s own behalf or as a Principal or Representative of any Person, solicit,
divert, take away or attempt to solicit, divert or take away a Protected Customer for the purpose
of providing or selling Competitive Services; provided, however, that the prohibition of this
covenant shall apply only to Protected Customers with whom Executive had Material Contact on the
Company’s behalf during the 12 months immediately preceding the Date of Termination; and, provided
further, that the prohibition of this covenant shall not apply to the conduct of general
advertising activities. For purposes of this Agreement, Executive had “Material Contact” with a
Protected Customer if (a) he had business dealings with the Protected Customer on the Company’s
behalf; (b) he was responsible for supervising or coordinating the dealings between the Company and
the Protected Customer; or (c) he obtained Trade Secrets or Confidential Information about the
customer as a result of his association with the Company.



               (iv) Noncompetition
with the Company. In consideration of the compensation and
benefits being paid and to be paid by the Company to Executive hereunder, Executive understands and
agrees that, during the Restricted Period and within the Restricted Territory, he shall not,
directly or indirectly, carry on or engage in Competitive Services on his own or on behalf of any
Person, or any Principal or Representative of any Person; provided, however, that the provisions of
this Agreement shall not be deemed to prohibit the ownership by Executive of any securities of the
Company or its affiliated entities or not more than five percent (5%) of any class of securities of
any corporation having a class of securities registered pursuant to the Exchange Act. Executive
acknowledges that the Restricted Territory is reasonable because the Company carries on and engages
in Competitive Services throughout the Restricted Territory and that in the performance of his
duties for the Company he is charged with operating on the Company’s behalf throughout the
Restricted Territory.



               (v) Ownership of Work Product. Executive acknowledges that the Work Product belongs
to the Company or its affiliates and Executive hereby assigns, and agrees to assign, all of the
Work Product to the Company or its affiliates. Any copyrightable work prepared in whole or in part
by Executive in the course of his work for any of the foregoing entities shall be deemed a “work
made for hire” under the copyright laws, and the Company or such affiliate shall own all rights
therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive
hereby assigns and agrees to assign to the Company or such affiliate all right, title, and
interest, including without limitation, copyright in and to such copyrightable work. Executive
shall promptly disclose such Work Product and copyrightable work to the Board and perform all
actions reasonably requested by the Board (whether during or



14









 







after the Employment Period) to establish and confirm the Company’s or such affiliate’s
ownership (including, without limitation, assignments, consents, powers of attorney, and other
instruments).



               (vi) Third Party Information. Executive understands that the Company and its
affiliates will receive Third Party Information. During the Employment Period and thereafter, and
without in any way limiting the provisions of Section 14(c)(i) above, Executive will hold Third
Party Information in the strictest confidence and will not disclose to anyone (other than personnel
of the Company or its affiliates who need to know such information in connection with their work
for the Company or its affiliates) or use, except in connection with his work for the Company or
its affiliates, Third Party Information unless expressly authorized by a member of the Board (other
than Executive) in writing.



               (vii) Use of Information of Prior Employers. During the Employment Period, Executive
will not improperly use or disclose any confidential information or trade secrets, if any, of any
former employers or any other person to whom Executive has an obligation of confidentiality, and
will not bring onto the premises of the Company or any of its affiliates any unpublished documents
or any property belonging to any former employer or any other person to whom Executive has an
obligation of confidentiality unless consented to by in writing the former employer or person.
Executive will use in the performance of his duties only information which is (i) generally known
and used by persons with training and experience comparable to Executive’s and which is (x) common
knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise
provided or developed by the Company or its affiliates or (iii) in the case of materials, property
or information belonging to any former employer or other person to whom Executive has an obligation
of confidentiality, approved for such use in writing by such former employer or person.



          (d) Enforcement of Restrictive Covenants.



               (i) Rights and Remedies Upon Breach. In the event Executive breaches, or threatens to
commit a breach of, any of the provisions of the Restrictive Covenants, the Company shall have the
right and remedy to enjoin, preliminarily and permanently, Executive from violating or threatening
to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by
any court or tribunal of competent jurisdiction, it being agreed that any breach or threatened
breach of the Restrictive Covenants would cause irreparable injury to the Company and that money
damages would not provide an adequate remedy to the Company. Such right and remedy shall be
independent of any others and severally enforceable, and shall be in addition to, and not in lieu
of, any other rights and remedies available to the Company at law or in equity.



               (ii) Severability of Covenants. Executive acknowledges and agrees that the
Restrictive Covenants are reasonable and valid in time and scope and in all other respects. The
covenants set forth in this Agreement shall be considered and construed as separate and independent
covenants. Should any part or provision of any covenant be held invalid, void or unenforceable,
such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any
other part or provision of this Agreement. If any portion of the foregoing provisions is found to
be invalid or unenforceable because its duration, the territory, the definition of activities or
the definition of information covered is considered to be invalid or unreasonable in scope, the
invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the
intent of the Company and Executive in agreeing to the provisions of this



15









 







Agreement will not be impaired and the provision in question shall be enforceable to the
fullest extent of the applicable laws.



               (iii) Reformation. The parties hereunder agree that it is their intention that the
Restrictive Covenants be enforced in accordance with their terms to the maximum extent possible
under applicable law. The parties further agree that, in the event any tribunal of competent
jurisdiction shall find that any provision hereof is not enforceable in accordance with its terms,
the tribunal shall reform the Restrictive Covenants such that they shall be enforceable to the
maximum extent permissible at law.



     15. Arbitration. Any claim or dispute arising under or relating to this Agreement or
the breach, termination, or validity of any term of this Agreement shall be subject to arbitration,
and prior to commencing any court action, the parties agree that they shall arbitrate all
controversies; provided, however, that nothing in this Section 15 shall prohibit the Company from
exercising its right under Section 14(d)(i) to pursue injunctive remedies or any other relief
through a court of competent jurisdiction with respect to a breach or threatened breach of the
Restrictive Covenants. Any such arbitration shall be conducted in Lafayette, Louisiana, in
accordance with the Employment Dispute Rules of the American Arbitration Association and the
Federal Arbitration Act, 9 U.S.C. §1, et. seq. The arbitrator(s) shall be authorized to award both
liquidated and actual damages, in addition to injunctive relief, but no punitive damages. The
arbitrator(s) may also award attorney’s fees and costs, without regard to any restriction on the
amount of such award under Delaware or other applicable law. Such an award shall be binding and
conclusive upon the parties hereto, subject to 9 U.S.C. §10. Each party shall have the right to
have the award made the judgment of a court of competent jurisdiction.



     16. Assignment and Successors.



          (a) This Agreement is personal to Executive and without the prior written consent of the
Company shall not be assignable by Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal
representatives.



          (b) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.



          (c) The Company will require any Surviving Entity resulting from a Reorganization, Sale or
Acquisition (if other than the Company) to assume expressly and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform it if no
Reorganization, Sale or Acquisition had taken place. As used in this Agreement, “Company” shall
mean the Company as hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.



     17. Miscellaneous.



          (a) Waiver. Failure of either party to insist, in one or more instances, on
performance by the other in strict accordance with the terms and conditions of this Agreement shall
not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future
performance of any such term or condition or of any other term or condition of this Agreement,
unless such waiver is contained in a writing signed by the party making the waiver.



16









 





          (b) Severability. If any provision or covenant, or any part thereof, of this
Agreement should be held by any tribunal of competent jurisdiction to be invalid, illegal or
unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall
not affect the validity, legality or enforceability of the remaining provisions or covenants, or
any part thereof, of this Agreement, all of which shall remain in full force and effect.



          (c) Other Agents. Nothing in this Agreement is to be interpreted as limiting the
Company from employing other personnel on such terms and conditions as may be satisfactory to it,
except that this Section 17(c) shall not override the provision of Section 7(d)(i).



          (d) Entire Agreement. Except as provided herein, this Agreement contains the entire
agreement between the Company and Executive with respect to the subject matter hereof and, from and
after the Effective Date, this Agreement shall supersede any other agreement between the parties
with respect to the subject matter hereof, including without limitation, the Prior Agreement.



          (e) Governing Law. Except to the extent preempted by federal law, and without regard
to conflict of laws principles, the laws of the State of Delaware shall govern this Agreement in
all respects, whether as to its validity, construction, capacity, performance or otherwise.



          (f) Notices. All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered or
three days after mailing if mailed, first class, certified mail, postage prepaid:




			
	          To the Company:	 	LHC Group, Inc.

Suite A

420 W. Pinhook Road

Lafayette, LA 70503

Attention: General Counsel






			
	          To
Executive:       	 	Barry Stewart

8884 Grey Hawk Point

Orlando, FL 32836





Any party may change the address to which notices, requests, demands and other communications shall
be delivered or mailed by giving notice thereof to the other party in the same manner provided
herein.



          (g) Amendments and Modifications. This Agreement may be amended or modified only by a
writing signed by both parties hereto, which makes specific reference to this Agreement.



          (h) Construction. Each party and his or its counsel have reviewed this Agreement and
have been provided the opportunity to revise this Agreement and accordingly, the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement. Instead, the language of all parts of
this Agreement shall be construed as a whole, and according to its fair meaning, and not strictly
for or against either party.



17









 





          (i) Code Section 409A. Notwithstanding anything in the Agreement to the contrary, to
the extent that any amount or benefit that would constitute “deferred compensation” for purposes of
Section 409A of the Code would otherwise be payable or distributable under the Agreement by reason
of the Executive’s separation from service, then, to the extent necessary to comply with Code
Section 409A (as determined by the Company acting in good faith), such amount or benefit will not
be payable or distributable to Executive by reason of such circumstance until the six (6) month
anniversary of such separation from of service.



          (j) Withholding. The Company or its subsidiaries, if applicable, shall be entitled to
deduct or withhold from any amounts owing from the Company or any such affiliate to Executive any
federal, state, local or foreign withholding taxes, excise taxes, or employment taxes (“Taxes”)
imposed with respect to Executive’s compensation or other payments from the Company or any of its
affiliates. In the event the Company or its affiliates do not make such deductions or
withholdings, Executive shall indemnify the Company and its affiliates for any amounts paid with
respect to any such Taxes.



     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Employment
Agreement as of the date first above written.



	 	 	 	 	 
	 	LHC GROUP, INC.

 	 
	 	By:  	/s/ Keith G. Myers
 	 
	 	 	Keith G. Myers, President 	 
	 	 	 	 
	 
	 	EXECUTIVE:

 	 
	 	/s/ Barry E. Stewart
 	 
	 	Barry Stewart 	 
	 	 	 



18









 






	 	 	 	 	 



EXHIBIT A




Form of Release





     THIS
RELEASE (“Release”) is granted effective as of the ___ day of ____________, 20___, by
____________ (“Executive”) in favor of LHC Group, Inc. (the “Company”). This is the Release referred
to that certain Employment Agreement effective as of ___,
200___ by and between the Company and
Executive (the “Employment Agreement”), with respect to which this Release is an integral part.



     FOR AND IN CONSIDERATION of the payments and benefits provided by Section 8 of the Employment
Agreement and the Company’s other promises and covenants as recited in the Employment Agreement,
the receipt and sufficiency of which are hereby acknowledged, Executive, for himself, his
successors and assigns, now and forever hereby releases and discharges the Company and all its past
and present officers, directors, stockholders, employees, agents, parent corporations,
predecessors, subsidiaries, affiliates, estates, successors, assigns, benefit plans, consultants,
administrators, and attorneys (hereinafter collectively referred to as “Releasees”) from any and
all claims, charges, actions, causes of action, sums of money due, suits, debts, covenants,
contracts, agreements, promises, demands or liabilities (hereinafter collectively referred to as
“Claims”) whatsoever, in law or in equity, whether known or unknown, which Executive ever had or
now has from the beginning of time up to the date this Release (“Release”) is executed, including,
but not limited to, claims under the Age Discrimination in Employment Act, as amended by the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964 (and all of its
amendments), the Americans with Disabilities Act, as amended, or any other federal or state
statutes, all tort claims, all claims for wrongful employment termination or breach of contract,
and any other claims which Executive has, had, or may have against the Releasees on account of or
arising out of Executive’s employment with or termination from the Company; provided, however, that
nothing contained in this Release shall in any way diminish or impair (i) any rights of Executive
to the benefits conferred or referenced in the Employment Agreement or Executive’s Retention Bonus
Agreement with the Company, (ii) any rights to indemnification that may exist from time to time
under the Company’s bylaws, certificate of incorporation, Delaware law or otherwise, or (iii)
Executive’s ability to raise an affirmative defense in connection with any lawsuit or other legal
claim or charge instituted or asserted by the Company against Executive.



     Without limiting the generality of the foregoing, Executive hereby acknowledges and covenants
that in consideration for the sums being paid to him he has knowingly waived any right or
opportunity to assert any claim that is in any way connected with any employment relationship or
the termination of any employment relationship which existed between the Company and Executive.
Executive further understands and agrees that he has knowingly relinquished, waived and forever
released any and all remedies arising out of the aforesaid employment relationship or the
termination thereof, including, without limitation, claims for backpay, front pay, liquidated
damages, compensatory damages, general damages, special damages, punitive damages, exemplary
damages, costs, expenses and attorneys’ fees.



     Executive specifically acknowledges and agrees that he has knowingly and voluntarily released
the Company and all other Releasees from any and all claims arising under the Age Discrimination in
Employment Act (“ADEA”), 29 U.S.C. § 621, et seq., which Executive ever had or now has from the
beginning of time up to the date this Release is executed, including but not limited to those
claims which are in any way connected with any employment relationship or the termination of any
employment relationship which existed between the Company and













 







Executive. Executive further acknowledges and agrees that he has been advised to consult with an
attorney prior to executing this Release and that he has been given twenty-one (21) days to
consider this Release prior to its execution. Executive also understands that he may revoke this
Release at any time within seven (7) days following its execution. Executive understands, however,
that this Release shall not become effective and that none of the consideration described above
shall be paid to him until the expiration of the seven-day revocation period.



     Executive agrees never to seek reemployment or future employment with the Company or any of
the other Releasees.



     Executive acknowledges that the terms of this Release must be kept confidential. Accordingly,
Executive agrees not to disclose or publish to any person or entity, except as required by law or
as necessary to prepare tax returns, the terms and conditions or sums being paid in connection with
this Release.



     It is understood and agreed by Executive that the payment made to him is not to be construed
as an admission of any liability whatsoever on the part of the Company or any of the other
Releasees, by whom liability is expressly denied.



     This Release is executed by Executive voluntarily and is not based upon any representations or
statements of any kind made by the Company or any of the other Releasees as to the merits, legal
liabilities or value of his claims. Executive further acknowledges that he has had a full and
reasonable opportunity to consider this Release and that he has not been pressured or in any way
coerced into executing this Release.



     Executive acknowledges and agrees that this Release may not be revoked at any time after the
expiration of the seven-day revocation period and that he will not institute any suit, action, or
proceeding, whether at law or equity, challenging the enforceability of this Release. Executive
further acknowledges and agrees that, with the exception of an action to challenge his waiver of
claims under the ADEA, he shall not ever attempt to challenge the terms of this Release, attempt to
obtain an order declaring this Release to be null and void, or institute litigation against the
Company or any other Releasee based upon a claim which is covered by the terms of the release
contained herein, without first repaying all monies paid to him under Section 8 of the Employment
Agreement. Furthermore, with the exception of an action to challenge his waiver of claims under
the ADEA, if Executive does not prevail in an action to challenge this Release, to obtain an order
declaring this Release to be null and void, or in any action against the Company or any other
Releasee based upon a claim which is covered by the release set forth herein, Executive shall pay
to the Company and/or the appropriate Releasee all their costs and attorneys’ fees incurred in
their defense of Executive’s action.



     This Release and the rights and obligations of the parties hereto shall be governed and
construed in accordance with the laws of the State of Delaware. If any provision hereof is
unenforceable or is held to be unenforceable, such provision shall be fully severable, and this
document and its terms shall be construed and enforced as if such unenforceable provision had never
comprised a part hereof, the remaining provisions hereof shall remain in full force and effect, and
the court construing the provisions shall add as a part hereof a provision as similar in terms and
effect to such unenforceable provision as may be enforceable, in lieu of the unenforceable
provision.



2









 





     This document contains all terms of the Release and supersedes and invalidates any previous
agreements or contracts. No representations, inducements, promises or agreements, oral or
otherwise, which are not embodied herein shall be of any force or effect.



     IN WITNESS WHEREOF, the undersigned acknowledges that he has read these three pages and he
sets his hand and seal this ___ day of ____________, 20___.



	 	 	 	 	 
	 	 	 
	 	 
 	 
	 	 	 
	 	 	 
	 



Sworn to and subscribed before

me this _______ day of

_____________________, 20______.




 

_______________________________

Notary Public




My Commission Expires:




_______________________________



3









 





EXHIBIT B




Restricted Territory




The Restricted Territory shall include the following parishes in the State of Louisiana where the
Company and its subsidiaries and affiliates conduct business:



Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu,
Caldwell, Cameron, Catahoula, Claiborne, Concordia, De Soto, East Baton Rouge, East Carroll, East
Feliciana, Evangeline,, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson Davis, Jefferson, La
Salle, Lafayette, Lafourche, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans,
Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St.
Charles, St. Helena, St. James, St. John The Baptist, St. Landry, St. Martin, St. Mary, St.
Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton
Rouge, West Carroll, West Feliciana, and Winn.



The Restricted Territory shall also include those counties and municipalities in which the Company
and its subsidiaries and affiliates conduct business in the states of:



Alabama, Arkansas, Florida, Georgia, Kentucky, Mississippi, Missouri, North Carolina, Oklahoma,
South Carolina, Tennessee, Texas and West Virginia.