Employment Agreement for Larry R. Graham


 Exhibit 10.2 
 EXECUTION 
  
 EMPLOYMENT AGREEMENT 
 BY AND
BETWEEN 
 AMEDISYS, INC. 
 AND 
 LARRY R. GRAHAM 
 DATED AS OF DECEMBER 19, 2007 






 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page
			
	 Section 1.
	  	 Recitals
	  	1
			
	 Section 2.
	  	 Definitions
	  	1
			
	 Section 3.
	  	 Term of Employment
	  	4
			
	 Section 4.
	  	 Title, Position, Duties and Responsibilities
	  	4
			
	 Section 5.
	  	 Base Salary; Target Bonus
	  	5
			
	 Section 6.
	  	 Employee Incentive Compensation and Benefit Programs
	  	5
			
	 Section 7.
	  	 Reimbursement of Business and Other Expenses
	  	5
			
	 Section 8.
	  	 Termination of Employment
	  	5
			
	 Section 9.
	  	 Forfeiture Provisions
	  	13
			
	 Section 10.
	  	 Confidentiality; Cooperation with Regard to Litigation; Non-Disparagement; Return of Company Materials
	  	14
			
	 Section 11.
	  	 Non-Competition/Prior Employment Covenants
	  	16
			
	 Section 12.
	  	 Non-Solicitation of Employees and Customers
	  	17
			
	 Section 13.
	  	 Remedies
	  	17
			
	 Section 14.
	  	 Resolution of Disputes
	  	17
			
	 Section 15.
	  	 Indemnification
	  	19
			
	 Section 16.
	  	 Excise Taxes
	  	20
			
	 Section 17.
	  	 Effect of Agreement on Other Benefits
	  	21
			
	 Section 18.
	  	 Assignability; Binding Nature
	  	21
			
	 Section 19.
	  	 Representation
	  	21
			
	 Section 20.
	  	 Entire Agreement
	  	22
			
	 Section 21.
	  	 Amendment or Waiver
	  	22
			
	 Section 22.
	  	 Severability
	  	22








					
			
	 Section 23.
	  	 Survivorship
	  	22
			
	 Section 24.
	  	 Beneficiaries/References
	  	22
			
	 Section 25.
	  	 Governing Law/Jurisdiction
	  	23
			
	 Section 26.
	  	 Notices
	  	23
			
	 Section 27.
	  	 Captions
	  	23
			
	 Section 28.
	  	 Counterparts
	  	23
			
	 Section 29.
	  	 Section 409A Compliance
	  	23

  

 ii 







 EMPLOYMENT AGREEMENT 
 THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 19th day of December, 2007 (the “Effective Date”), by and between Amedisys, Inc.,
a Delaware corporation having its headquarters at 5959 South Sherwood Forest Boulevard, Baton Rouge, Louisiana, 70816 (“Amedisys” or the “Company”), and Larry R. Graham, having an address at 3118 Tradition, Baton
Rouge, LA 70810 (the “Executive”). 
 RECITALS 
 WHEREAS, the Executive and the Company have entered into an employment agreement, dated February 1, 2000, as amended on
August 1, 2004 (the “Prior Agreement”); 
 WHEREAS, the Company desires to continue to employ
Executive as its President and Chief Operating Officer and Executive desires to accept such continued employment, pursuant to terms and conditions of this Agreement, which is intended to replace the Prior Agreement; 
 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable
consideration, the receipt of which is mutually acknowledged, the Company and Executive (individually a “Party” and together the “Parties”) agree to be bound in accordance with the terms of this Agreement.

 Section 1.        Recitals.  The above Recitals are
incorporated herein by this reference. 
 Section 2.        Definitions. 

 (a)        The terms below are used in this Agreement, including the preamble and
recitals, as so defined. As used herein, the following terms shall have the following meanings: 
 “After-Tax
Proceeds” shall have the meaning set forth in Section 16. 
 “After-Tax Proceeds with
Cut-Back” shall have the meaning set forth in Section 16. 
 “Agreement” shall have the
meaning set forth in the preamble above. 
 “Award” shall have the meaning set forth in Section 9(a).

 “Award Gain” shall have the meaning set forth in Section 9(a). 
 “Base Amount” shall have the meaning set forth in Section 16. 
 “Base Salary” shall have the meaning set forth in Section 5(a). 
 “Beneficial Owner” shall have the meaning set forth in Section 8(c). 
  

 1 







 “Board” shall have the meaning set forth in Section 5(a).

 “Cause” shall have the meaning set forth in Section 8(b). 
 “Change in Control” shall have the meaning set forth in Section 8(c). 
 “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1984. 
 “COBRA Period” shall have the meaning set forth in Section 8(c). 
 “Code” shall mean the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder. 
 “Committee” shall have the meaning set forth in Section 5(a). 
 “Company” shall have the meaning set forth in the preamble above. 
 “Confidential Information” shall have the meaning set forth in Section 10(c). 
 “Contingent Payments” shall have the meaning set forth in Section 16. 
 “Continued Participation Period” shall have the meaning set forth in Section 8(c). 
 “Disability” shall have the meaning set forth in Section 8(a). 
 “Effective Date” shall have the meaning set forth in the preamble above. 
 “Exchange Act” shall have the meaning set forth in Section 8(c). 
 “Excise Tax” shall have the meaning set forth in Section 16. 
 “Executive” shall have the meaning set forth in the preamble above. 
 “Fair Market Value” shall have the meaning set forth in Section 6. 
 “Final Determination” shall have the meaning set forth in Section 16. 
 “Forfeiture Event” shall have the meaning set forth in Section 9. 
 “409A Payment Date” shall have the meaning set forth in Section 8(j). 
 “Good Reason” shall have the meaning set forth in Section 8(c). 
 “Gross-Up Amount” shall have the meaning set forth in Section 16. 
  

 2 







 “Independent Advisors” shall have the meaning set forth in
Section 16. 
 “Party” shall have the meaning set forth in the Recitals above. 
 “Parties” shall have the meaning set forth in the Recitals above. 
 “Person” shall have the meaning set forth in Section 8(c). 
 “Prior Agreement” shall have the meaning set forth in the Recitals above. 
 “Proceeding” shall have the meaning set forth in Section 15(a). 
 “Restricted Area” shall have the meaning set forth in Section 11(a). 
 “Restriction Period” shall have the meaning set forth in Section 11(b). 
 “Retirement” shall have the meaning set forth in Section 8(f). 
 “Severance Period” shall have the meaning set forth in Section 8(c). 
 “Significant Subsidiary” shall have the meaning set forth in Section 8(c). 
 “Subsidiary” shall have the meaning set forth in Section 10(d). 
 “Target Bonus” shall have the meaning set forth in Section 5(b). 
 “Taxes” shall have the meaning set forth in Section 16. 
 “Term of Employment” shall have the meaning set forth in Section 3(a). 
 “Willful” shall have the meaning set forth in Section 8(b). 
 (b)        References to “Sections”, “Subsections”, and
“Attachments” shall be to Sections, Subsections and Attachments, respectively, of this Agreement unless otherwise specifically provided. Any of the terms defined in Section 2(a) may, unless the context otherwise requires, be used in
the singular or the plural depending on the reference. In this Agreement, “hereof”, “herein”, “hereto”, “hereunder” and the like mean and refer to this Agreement as a whole and not merely to the specific
section, paragraph or clause in which the respective word appears; words importing gender include the other gender; references to “writing” include printing, typing lithography and other means of reproducing words in a tangible or visible
form; the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to agreements and other contractual instruments shall be deemed to include
subsequent amendments, assignments, and other modifications thereto, but only to the extent such amendments, assignments and other modifications are not prohibited by the terms of this Agreement; references to Parties include their respective
permitted successors and assigns; and all 

  

 3 







 
references to statutes and regulations shall include any amendments of same and any successor statutes and regulations. 
 Section 3.        Term of Employment. 
 (a)        The term of Executive’s employment under this Agreement shall commence on the
Effective Date and expire on the third (3rd) anniversary thereof (the “Term of Employment”), unless terminated prior thereto in
accordance herewith. This Agreement shall not be automatically renewable; however after the expiration of the Term of Employment, Executive’s employment shall continue on an “at will” basis. If following the expiration of the Term of
Employment, there is a termination with Good Reason (as defined below) or a termination without Cause (as defined below), in either case, Executive shall be entitled to and his sole remedies under this Agreement shall be set forth in
Section 8(c). 
 (b)        Notwithstanding anything in this Agreement to
the contrary, at least one year prior to the expiration of the Term of Employment, upon the written request of the Company or Executive, the Parties shall meet to discuss this Agreement and may agree in writing to modify any of the terms of this
Agreement. 
 Section 4.        Title, Position, Duties and Responsibilities.

 (a)        Generally.  Executive shall serve as President
and Chief Operating Officer of the Company. Executive shall have and perform such duties, responsibilities, and authorities as are customary for the President and Chief Operating Officer of corporations of similar size and businesses as the
Company as they may exist from time to time and as are consistent with such positions and status. Executive shall devote all of his business time and attention (except for periods of vacation or absence due to illness and other activities permitted
pursuant to Section 4(b)), and his best efforts, abilities, experience, and talent to the position of President and Chief Operating Officer and for the Company’s businesses. 
 (b)        Other Activities.  Anything herein to the contrary notwithstanding,
nothing in this Agreement shall preclude Executive from (i) serving on the boards of directors of a reasonable number of other corporations after prior consultation with and approval of the Board or the boards of a reasonable number of trade
associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with the
proper performance of his duties and responsibilities under this Agreement. 
 (c)        Place of Employment.  Executive’s principal place of employment shall be the corporate offices of the Company. 
 (d)        Rank of Executive Within Company.    As President and
Chief Operating Officer of the Company, Executive shall report directly to the Chief Executive Officer of the Company. 
  

 4 







 Section 5.        Base Salary; Target
Bonus. 
 (a)        Executive shall be paid an annualized salary, payable in
accordance with the regular payroll practices of the Company, of not less than $475,000 (“Base Salary”). The Base Salary shall be reviewed for increase (but not decrease) by the Compensation Committee (the
“Committee”) of the Board of Directors of the Company (the “Board”) no less than annually. 
 (b)        Executive shall be eligible to participate in an annual incentive plan with a target award opportunity approved from year to year by the Board. The amount of target annual incentive
approved by the Board for any given year is herein referred to as the “Target Bonus”. 
 Section 6.        Employee Incentive Compensation and Benefit Programs.    During the Term of Employment, Executive shall be entitled to participate, in addition to the
annual incentive plan referenced in Section 5(b), in such other incentive compensation, pension and welfare benefit plans and programs of the Company as are made available to the Company’s senior level executives or to its employees
generally, as such plans or programs may be in effect from time to time, including, without limitation, deferral, health, medical, dental, long-term disability, travel accident and life insurance plans, subject to eligibility. The Company expressly
retains the right to modify or terminate any such incentive compensation, pension and welfare benefit plans and programs in its sole discretion. In no case shall Executive be awarded any options or stock appreciation rights with an exercise price
less than 100% of Fair Market Value. For purposes of this Agreement, Fair Market Value shall be equal to the price of the Company’s stock on the date of grant of such award as determined pursuant to the related award. 
 Section 7.        Reimbursement of Business and Other Expenses.  Executive
is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement, and the Company shall promptly reimburse him for all such business expenses incurred in connection therewith, subject to documentation
in accordance with the Company’s policy. 
 Section 8.        Termination of Employment. 
 (a)        Termination Due to Death or Disability.      In the event Executive’s employment with the Company is terminated due to his death or Disability (as
defined below), the Executive, his estate or his beneficiaries, as the case may be, shall be entitled to, and his or their sole remedies under this Agreement shall be: 
  


	 	 (i)
	 Base Salary through the date of death or Disability, which shall be paid in a single lump sum not later than 15 days following Executive’s death or
Disability; 


  

	 	 (ii)
	 the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than
15 days following Executive’s death or Disability; 


  

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	 	 (iii)
	 the immediate vesting of all unvested equity awards held by Executive in existence as of the date of this Agreement; and 


  

	 	 (iv)
	 all other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. 


 For purposes of this Agreement, the term “Disability” means the Executive’s inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.  
 (b)        Termination by the Company for Cause. 
  

	 	 (i)
	 “Cause” shall mean: 


  

	 	 (A)
	 Executive’s willful and material breach of Sections 10, 11 or 12 of this Agreement; 


  

	 	 (B)
	 Executive is convicted of, or enters a plea of nolo contendere to, a felony; 


  

	 	 (C)
	 Executive engages in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out his duties under this Agreement, willful
violation of the Company’s code of conduct, or fails to follow reasonable and lawful directives of the Board which are consistent with this Agreement resulting, in either case, in material harm to the financial condition or reputation of the
Company; or 


  

	 	 (D)
	 Executive engages in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material
non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002. 


 For purposes of this Agreement, an act or failure to act on Executive’s part shall be considered “willful” if it was done or omitted to be done by him not in good faith, and shall not include any act or failure to act
resulting from any incapacity of Executive. 
  

	 	 (ii)
	 A termination for Cause shall not take effect until a determination by the Board that, in its judgment, grounds for termination of the Executive for Cause exist.



  

	 	 (iii)
	 In the event the Company terminates Executive’s employment for Cause, he shall be entitled to and his sole remedies under this Agreement shall be:



  

 6 








	 	 (A)
	 Base Salary through the date of the termination of his employment for Cause, which shall be paid in a single lump sum not later than 15 days following
Executive’s termination of employment; 


  

	 	 (B)
	 any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than 15 days
following Executive’s termination of employment; and 


  

	 	 (C)
	 other or additional benefits then due or earned in accordance with applicable plans or programs of the Company. 


 (c)        Termination Without Cause or Termination With Good Reason Prior to a Change in
Control.  In the event Executive’s employment with the Company is terminated without Cause (meaning Executive’s employment is terminated by the Company for any reason other than Cause (as defined in Section 8(b) or due
to death or Disability), which termination shall be effective as of the date specified by the Company in a written notice to Executive, or in the event there is a termination with Good Reason (as defined below), in either case prior to a Change in
Control (as defined below), Executive shall be entitled to and his sole remedies under this Agreement shall be as follows: 
  

	 	 (i)
	 Base Salary through the date of termination of Executive’s employment, which shall be paid in a single lump sum not later than 15 days following
Executive’s termination of employment; 


  

	 	 (ii)
	 an amount equal to 2 times the sum of (A) the Base Salary, at the annualized rate in effect on the date of termination of Executive’s employment (or in
the event a reduction in Base Salary is a basis for a termination with Good Reason, then the Base Salary in effect immediately prior to such reduction), and (B) the greater of (x) the Target Bonus for the year of termination or
(y) the actual prior year bonus, which amount shall be payable monthly in accordance with the Company’s payroll practices for a period of 24 months following such termination (the “Severance Period”) unless otherwise
required to be paid in accordance with Section 8(j); 


  

	 	 (iii)
	 the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than
15 days following Executive’s termination of employment; 


  

	 	 (iv)
	 continued participation in the medical plan at the same benefit level at which he was participating on the date of the termination of his employment during the
applicable time period allowed for 



  

 7 








	 	 
continuation of coverage under COBRA (the “COBRA Period”) until the earlier of the expiration of the Severance Period or the date on which
Executive receives substantially comparable coverage and benefits under the medical plan of a subsequent employer (the “Continued Participation Period”); provided, however, if the COBRA period terminates prior to the expiration of
the Continued Participation Period, during the remainder of the Continued Participation Period Executive will not be entitled to continued participation in the medical plan and the Company will pay directly to Executive, on a monthly basis, an
amount equal to the amount previously expended monthly by the Company for his continued participation in the medical plan, and 


  

	 	 (v)
	 other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. 


 A termination with “Good Reason” shall mean a termination of Executive’s employment at his initiative as provided
in this Section 8(c) following the occurrence, without Executive’s written consent, of one or more of the following events (except as a result of a prior termination): 
  

	 	 (A)
	 a material reduction in the Executive’s Base Salary; 


  

	 	 (B)
	 a relocation of the corporate offices of the Company outside a 50-mile radius of Baton Rouge, Louisiana; 


  

	 	 (C)
	 a material diminution of Executive’s authority, responsibilities or duties; 


  

	 	 (D)
	 any action or inaction occurs which causes a material breach by the Company of its obligations under this Agreement. 


 For purposes of this Agreement, Good Reason shall not be deemed to have occurred unless Executive provides the Company with notice of one of the
conditions described above within 90 days of the existence of the condition, and the Company is provided at least 30 days to cure the condition. 
 A “Change in Control” shall be deemed to have occurred if: 
  

	 	 (i)
	 any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned,
directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company) becomes
the Beneficial Owner (except that a Person shall 



  

 8 








	 	 
be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of
conversion rights, warrants or options or otherwise, without regard to the sixty day period referred to in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or any Significant Subsidiary (as defined below),
representing 50% or more of the combined voting power of the Company’s or such subsidiary’s then outstanding securities; 


  

	 	 (ii)
	 during any 12-month period, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a
person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved but excluding for this purpose any such
new director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Person other than the Board, cease for any reason to constitute at least a majority of the Board;



  

	 	 (iii)
	 the consummation of a merger or consolidation of the Company or any subsidiary owning directly or indirectly all or substantially all of the consolidated assets
of the Company (a “Significant Subsidiary”) with any other entity, other than a merger or consolidation which would result in the voting securities of the Company or a Significant Subsidiary outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or resulting entity) more than 50% of the combined voting power of the surviving or resulting entity outstanding immediately after
such merger or consolidation; or 


  

	 	 (iv)
	 the stockholders of the Company approve a plan or agreement for the sale or disposition of all or substantially all of the consolidated assets of the Company
(other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company
immediately prior to such sale or disposition) in which case the Board shall 



  

 9 








	 	 
determine the effective date of the Change in Control resulting therefrom. 


 For purposes of this definition: 
  

	 	 (A)
	 The term “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act (including any successor to such
Rule). 


  

	 	 (B)
	 The term “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.



  

	 	 (C)
	 The term “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including “group” as defined in Section 14(d) thereof. 


 (d)        Voluntary Termination.  In the event of a termination of employment by Executive on his own initiative after delivery of 90 business days advance written notice, other than
a termination due to death, a termination with Good Reason, a Retirement pursuant to Section 8(f) below, or a voluntary termination by Executive on his own initiative pursuant to Section 8(e)(y), Executive shall have the same entitlements
as provided in Section 8(b)(iii) above for a termination for Cause. Notwithstanding any implication to the contrary, Executive shall not have the right to terminate his employment with the Company during the Term of Employment except in the
event of a termination with Good Reason, or Retirement, or a voluntary termination by Executive on his own initiative pursuant to Section 8(e)(y), and any voluntary termination of employment during the Term of Employment in violation of this
Agreement shall be considered a material breach. 
 (e)        Termination
Without Cause and Termination With Good Reason Following a Change in Control.    If either (x) Executive’s employment with the Company is terminated by the Company without Cause (which termination shall be effective
as of the date specified by the Company in a written notice to Executive), other than due to death or Disability, or in the event there is a termination with Good Reason (as defined above), in either case within one year following a Change in
Control (as defined above), or (y) Executive voluntarily terminates his employment on his own initiative on or after 275 days (but no later than 305 days) following a Change of Control, in either case of (x) or (y), Executive shall be
entitled to and his sole remedies under this Agreement shall be: 
  

	 	 (i)
	 Base Salary through the date of termination of Executive’s employment, which shall be paid in a single lump sum not later than 15 days following
Executive’s termination of employment; 


  

	 	 (ii)
	 an amount equal to 3 times the sum of (A) the Base Salary, at the annualized rate in effect on the date of termination of Executive’s 



  

 10 








	 	 
employment (or in the event a reduction in Base Salary is a basis for a termination with Good Reason, then the Base Salary in effect immediately prior to
such reduction), and (B) the greater of (x) the Target Bonus for the year of termination or (y) the actual prior year bonus, which amount shall be payable in lump sum within 15 days of termination of employment, unless otherwise
required to be paid in accordance with Section 8(j), 


  

	 	 (iii)
	 the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump sum not later than
15 days following Executive’s termination of employment; 


  

	 	 (iv)
	 continued participation in the medical plan at the same benefit level at which he was participating on the date of the termination of his employment during the
applicable time period allowed for continuation of coverage under COBRA (the “COBRA Period”) until the earlier of the expiration of the Severance Period or the date on which Executive receives substantially comparable coverage and
benefits under the medical plan of a subsequent employer (the “Continued Participation Period”); provided, however, if the COBRA period terminates prior to the expiration of the Continued Participation Period, during the remainder
of the Continued Participation Period Executive will not be entitled to continued participation in the medical plan and the Company will pay directly to Executive, on a monthly basis, an amount equal to the amount previously expended monthly by the
Company for his continued participation in the medical plan; 


  

	 	 (v)
	 other or additional benefits then due or earned in accordance with applicable plans and programs of the Company, and; 


  

	 	 (vi)
	 all awards made to the Executive prior to the date of this Agreement shall vest and Executive shall be entitled to the benefit of all such awards immediately
upon a Change of Control. 


 (f)        Retirement.    Upon Executive’s Retirement (as defined below), Executive shall be entitled to and his sole remedies under this Agreement shall be:

  

	 	 (i)
	 Base Salary through the date of termination of Executive’s employment, which shall be paid in a single lump sum not later than 15 days following
Executive’s termination of employment; 


  

	 	 (ii)
	 the balance of any incentive awards earned as of December 31 of the prior year (but not yet paid), which shall be paid in a single lump 



  

 11 








	 	 
sum not later than 15 days following Executive’s termination of employment; 


  

	 	 (iii)
	 the immediate vesting of all unvested equity awards held by Executive in existence as of the date of this Agreement; and 


  

	 	 (iv)
	 all other or additional benefits then due or earned in accordance with applicable plans and programs of the Company. 


 For purposes of this Agreement, “Retirement” shall mean Executive’s voluntary retirement from employment with the Company as
approved by the Board in its sole discretion. 
 (g)        No Mitigation; No
Offset.  In the event of any termination of employment, Executive shall be under no obligation to seek other employment; amounts due Executive under this Agreement shall not be offset by any remuneration attributable to any subsequent
employment that he may obtain. 
 (h)        Nature of
Payments.    Any amounts due under this Section 8 are in the nature of severance payments considered to be reasonable by the Company and are not in the nature of a penalty. 
 (i)        No Further Liability; Release.  In the event of Executive’s
termination of employment, payment made and performance by the Company in accordance with this Section 8 shall operate to fully discharge and release the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders,
successors, assigns, agents and representatives from any further obligation or liability with respect to Executive’s rights under this Agreement. Other than payment and performance under this Section 8, the Company and its directors,
officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives shall have no further obligation or liability to Executive or any other person under this Agreement in the event of Executive’s
termination of employment. The Company conditions the payment of any severance or other amounts pursuant to this Section 8 upon the delivery by Executive to the Company of a release in the form satisfactory to the Company, substantially in the
form attached hereto as Attachment 1, releasing any and all claims Executive may have against the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and representatives arising
out of this Agreement. 
 (j)        Section 409A Specified
Employee.    If the Executive is a “specified employee” for purposes of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant
to this Section 8 which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of
termination. Should this Section 8(j) result in a delay of payments to the Executive, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A (the “409A Payment Date”), the
Company shall begin to make such payments as described in this Section 8, provided that any amounts that would have been payable earlier but for application of this Section 8(j) shall be paid in lump-sum on the 409A Payment Date.

  

 12 







 (k)        Termination Without Cause Within
90 Days Prior to A Change in Control.    Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated without Cause within 90 days prior to the date on which
the Change in Control occurs, such termination shall be deemed to have occurred after a Change in Control for purposes of this Agreement. 
 (l)        Financial Security For Payments Following a Change in Control.    Following a Change in Control, at the request of Executive, the Company
or its successor shall provide financial security reasonably acceptable to Executive for its obligations to make payments required by Section 8(e). 
 9.        Forfeiture Provisions. 
 (a)        Forfeiture of Stock Options and Other Awards and Gains Realized Upon Prior Option Exercises or Award Settlements and Severance Payments.    Unless otherwise
determined by the Committee, upon termination of Executive’s employment for Cause, the Executive’s engaging in competition with the Company or any Subsidiary after a voluntary termination of employment pursuant to Section 8(d), or
Executive’s violation of any of the other restrictive covenants contained in Section 10, 11 or 12 (each a “Forfeiture Event”) while employed by the Company and for 24 months after such employment terminates, will result
in: 
  

	 	 (i)
	 The unexercised portion of any stock option, whether or not vested, and any other Award (as defined below) not then settled (except for an Award that has not
been settled solely due to an elective deferral by Executive and otherwise is not forfeitable in the event of any termination of Executive’s service) will be immediately forfeited and canceled upon the occurrence of the Forfeiture Event;



  

	 	 (ii)
	 Executive will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the Company, the total amount of Award
Gain (as defined herein) realized by Executive upon each exercise of a stock option or settlement of an Award (regardless of any elective deferral) that occurred (A) during the period commencing with the date that is 6 months prior to the
occurrence of the Forfeiture Event and the date 24 months after the Forfeiture Date, if the Forfeiture Event occurred while Executive was employed by the Company or a Subsidiary or affiliate, or (B) during the period commencing 6 months prior
to the date Executive’s employment by the Company terminated and ending 24 months after the date of such termination, if the Forfeiture Event occurred after Executive ceased to be so employed. For purposes of this Section, the term
“Award Gain” shall mean (i), in respect of a given stock option exercise, the product of (X) the Fair Market Value per share of common stock at the date of such exercise (without regard to any subsequent change in the market




  

 13 








	 	 
price of shares) minus the exercise price times (Y) the number of shares as to which the stock option was exercised at that date, and (ii), in respect
of any other settlement of an Award granted to Executive, the Fair Market Value of the cash or stock paid or payable to Executive (regardless of any elective deferral) less any cash or the Fair Market Value of any stock or property (other than an
Award or award which would have itself then been forfeitable hereunder and excluding any payment of tax withholding) paid by Executive to the Company as a condition of or in connection such settlement; and 


  

	 	 (iii)
	 Executive will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the Company, the total amount of any
payments made by the Company to the Executive or on the Executive’s behalf under Sections 8(c)(ii), 8(c)(iv), 8(e)(ii), and 8(iv). 


 “Award” shall mean any cash award, stock option, stock appreciation right, restricted stock, deferred stock, bonus stock, dividend equivalent, or other stock-based or performance-based award or
similar award, together with any related right or interest, granted to or held by Executive. 
 (b)        Committee Discretion.    The Committee may, in its discretion, waive in whole or in part the Company’s right to forfeiture under this Section, but no such
waiver shall be effective unless evidenced by a writing signed by a duly authorized officer of the Company. In addition, the Committee may impose additional conditions on Awards, by inclusion of appropriate provisions in the document evidencing or
governing any such Award. 
 Section 10.        Confidentiality; Cooperation
with Regard to Litigation; Non-Disparagement; Return of Company Materials. 
 (a)        During the Term of Employment and thereafter, Executive shall not, without the prior written consent of the Company, disclose to anyone (except in good faith in the ordinary course of
business to a person who will be advised by Executive to keep such information confidential) or make use of any Confidential Information (as defined below), except in the performance of his duties hereunder or when required to do so by legal
process, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) that requires him to divulge, disclose or make accessible such
information. In the event that Executive is so ordered, he shall give prompt written notice to the Company in order to allow the Company the opportunity to object to or otherwise resist such order. 
 (b)        During the Term of Employment and thereafter, Executive shall not disclose the
existence or contents of this Agreement beyond what is disclosed in the proxy statement or documents filed with the government unless and to the extent such disclosure is required by law, by a governmental agency, or in a document required by law to
be filed with a governmental agency or in connection with enforcement of his rights under this Agreement. This restriction shall not apply to such disclosure by him to members of his immediate family, his tax, 

  

 14 







 
legal or financial advisors, any lender, or tax authorities, or to potential future employers to the extent necessary, each of whom shall be advised not to
disclose such information. 
 (c)        “Confidential Information”
shall mean (i) all information concerning the business of the Company or any Subsidiary including information relating to any of their products, product development, trade secrets, customers, suppliers, finances, and business plans and
strategies, and (ii) information regarding the organization structure and the names, titles, status, compensation, benefits and other proprietary employment-related aspects of the employees of the Company and the Company’s employment
practices. Excluded from the definition of Confidential Information is information (A) that is or becomes part of the public domain, other than through the breach of this Agreement by Executive or (B) regarding the Company’s business
or industry properly acquired by Executive in the course of his career as an executive in the Company’s industry and independent of Executive’s employment by the Company. For this purpose, information known or available generally within
the trade or industry of the Company or any Subsidiary shall be deemed to be known or available to the public. 
 (d)        “Subsidiary” shall mean any corporation controlled directly or indirectly by the Company. 
 (e)        Executive agrees to cooperate with the Company, during the Term of Employment and thereafter (including following Executive’s termination
of employment for any reason), by making himself reasonably available to testify on behalf of the Company or any Subsidiary in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or
any Subsidiary, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any Subsidiary as requested; provided,
however that the same does not materially interfere with his then current professional activities. The Company agrees to reimburse Executive, on an after-tax basis, for all expenses actually incurred in connection with his provision of testimony or
assistance. 
 (f)        The Executive agrees that, during the Term of Employment
and thereafter (including following Executive’s termination of employment for any reason) he will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action
which may, directly or indirectly, disparage the Company or any Subsidiary or their respective officers, directors, employees, advisors, businesses or reputations. The Company agrees that, during the Term of Employment and thereafter (including
following Executive’s termination of employment for any reason) the Company will not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may directly
or indirectly, disparage Executive or his business or reputation. Notwithstanding the foregoing, nothing in this Agreement shall preclude either Executive or the Company from making truthful statements or disclosures that are required by applicable
law, regulation, or legal process. 
 (g)        Executive recognizes that all
Confidential Information and copies or reproductions thereof, relating to the Company’s operations and activities made or received by Executive in the course of his Employment are the exclusive property of the Company. Upon any 

  

 15 







 
termination of employment, Executive agrees to deliver any Company property and any documents, notes, drawings, specifications, computer software, data and
other materials of any nature pertaining to any Confidential Information that are held by Executive and will not take any of the foregoing, or any reproduction of any of the foregoing, that is embodied an any tangible medium of expression, provided
that the foregoing shall not prohibit Executive from retaining his personal phone directories and rolodexes. 
 Section 11.        Non-competition/Prior Employment Covenants. 
 (a)        During Executive’s employment by the Company, Executive shall refrain from, without the written consent of the Company, directly or indirectly, whether individually or as an employee,
consultant, principal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly traded company) or owner of or in any capacity with any corporation, partnership, business, company or other entity,
carrying on or engaging in, or assisting another to carry on or engage in, any other business, work or activity similar to the business, work or activity of the Company or its affiliates. During the Restriction Period (as defined below), Executive
shall refrain from, without the written consent of the Company, directly or indirectly, whether individually or as an employee, consultant, principal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a
publicly traded company) or owner of or in any capacity with any corporation, partnership, business, company or other entity, (i) carrying on or engaging in, or assisting another to carry on or engage in, any other business, work or activity
similar to the business, work or activity of the Company or its affiliates in the geographical areas listed on Attachment 2 (the “Restricted Areas”) in which the Company or its affiliates are then engaged in business, and
(ii) soliciting customers of the Company or its affiliates in the Restricted Area. The Parties acknowledge that the Company is expanding and in order to prevent ongoing, repetitious amendments to this Agreement solely for the purpose of
updating the Restricted Areas, the Parties agree that the Restricted Areas, inclusive of Attachment 2, shall be self-amending to include all parishes, counties and States in which the Company conducts business or actively solicits business at
any time during Executive’s employment with the Company and in no event shall such Restricted Areas be less than that contained in Attachment 2. The Parties intend and agree that Executive’s continued employment thereafter shall
serve as the Parties’ constructive acceptance of an amendment to enlarge the Restricted Areas. 
 (b)        For the purposes of this Section 11, “Restriction Period” shall mean the period beginning with the Effective Date and ending with: 
  

	 	 (i)
	 in the case of a termination of Executive’s employment without Cause or a termination with Good Reason, pursuant to Section 8(c)(whether during or
after the Term of Employment), the Restriction Period shall terminate on the date that the last severance payment is made to Executive; 


  

	 	 (ii)
	 in the case of a termination of Executive’s employment for Cause or in the case of a voluntary termination of Executive’s employment 



  

 16 








	 	 
pursuant to Section 8(d) above(whether during or after the Term of Employment), 24 months from the date of such termination;



  

	 	 (iii)
	 in the case of a Retirement pursuant to Section 8(f) above or a termination due to Disability pursuant to Section 8(a) above, 24 months from the date
of Retirement or the date of termination due to Disability; 


  

	 	 (iv)
	 in the case of any termination of Executive’s employment pursuant to Section 8(e) above, 24 months from the date of such termination.



 (c)        The Executive represents and warrants to the Company
that performance of the Executive’s duties pursuant to this Agreement will not violate any agreements with or trade secrets of any other person or entity or previous employers, including without limitation agreements containing provisions
against solicitation or competition. 
 Section 12.        Non-solicitation
of Employees and Customers.    During the period beginning with the Effective Date and ending 24 months following the termination of Executive’s employment for any reason, Executive shall not induce: (i) employees
of the Company or any Subsidiary to terminate their employment (provided, however, that the foregoing shall not be construed to prevent Executive from engaging in generic non-targeted advertising for employees generally), or (ii) customers of
the Company or any Subsidiary to terminate their relationship with the Company, within the Restricted Areas. During such period, Executive shall not hire, either directly or through any employee, agent or representative, any employee of the Company
or any Subsidiary or any person who was employed by the Company or any Subsidiary within 180 days of such hiring. 
 Section 13.        Remedies.    In addition to whatever other rights and remedies the Company may have at equity or in law (including without limitation, the right to
seek monetary damages), if Executive breaches any of the provisions contained in Sections 10, 11 or 12, the Company (a) shall have its rights under Section 9 of this Agreement, (b) shall have the right to immediately terminate all
payments and benefits due under this Agreement and (c) shall have the right to seek injunctive relief, without the requirement to prove actual damages or to post any bond or other security. Executive hereby waves the requirement of posting bond
or other security and acknowledges that such a breach of Sections 10, 11 or 12 would cause irreparable injury and that money damages alone would not provide an adequate remedy for the Company; provided, however, the foregoing shall not prevent
Executive from contesting the issuance of any such injunction on the ground that no violation or threatened violation of Sections 10, 11 or 12 has occurred. 
 Section 14.        Resolution of Disputes.    In the event that either Party to this Agreement has any claim, right or
cause of action against the other Party to this Agreement, which the Parties are unable to settle by agreement between themselves, such claim, right or cause of action, to the extent that the relief sought by such Party is for monetary damages or
awards, will be determined by arbitration in accordance with the provisions of this Section 14. 
  

 17 







 (a)        The Party claiming a cause of action
or breach of this Agreement shall first provide the other Party with written notice of the breach. If the breach is not remedied within 15 days of said notice, the Party claiming the breach may request arbitration by serving upon the other a demand
therefor, in writing, specifying the matter to be submitted to arbitration, and nominating a competent disinterested person to act as an arbitrator. Within 15 days after receipt of such written demand and nomination, the other Party will, in
writing, nominate a competent disinterested person, and the two arbitrators so designated will, within 15 days thereafter, select a third arbitrator. The three arbitrators will give immediate written notice of such selection to the Parties and will
fix in said notice a time and place of the meeting of the arbitrators which will be in Baton Rouge, Louisiana, where all proceedings will be conducted, and will be held as soon as conveniently possible (but in no event later than 45 days after the
appointment of the third arbitrator), at which time and place the Parties to the controversy will appear and be heard with respect to the right, claim or cause of action. In case the notified Party or Parties will fail to make a selection upon
notice within the time period specified, the Party asserting such claim will appoint an arbitrator on behalf of the notified Party. In the event that the first two arbitrators selected will fail to agree upon a third arbitrator within 15 days after
their selection, then such arbitrator may, upon application made by either of the Parties to the controversy, be appointed by any judge of the United States District Court for the Middle District of Louisiana. 
 (b)        Each Party will present such testimony, examinations and investigations in accordance
with such procedures and regulations as may be determined by the arbitrators and will also recommend to the arbitrators a monetary award to be adopted by the arbitrators as the complete disposition of such claim, right or cause of action. After
hearing the Parties in regard to the matter in dispute, the arbitrators will make their determination with respect to such claim, right or cause of action, within 30 days of the completion of the examination, by majority decision signed in writing
(together with a brief written statement of the reasons for adopting such recommendation), and will deliver such written determination to each of the Parties. The decision of said arbitrators, absent fraud, duress or manifest error, will be final
and binding upon the Parties to such controversy and may be enforced in any court of competent jurisdiction. The arbitrators may consult with and engage disinterested third parties to advise the arbitrators. The arbitrators shall not award any
punitive damages. If any of the arbitrators selected hereunder should die, resign or be unable to perform his or her duties hereunder, the remaining arbitrators or any judge of the United States District Court for the Middle District of Louisiana
shall select a replacement arbitrator. The procedure set forth in this Section for selecting the arbitrators shall be followed from time to time as necessary. As to any claim, controversy, dispute or disagreement that under the terms hereof is made
subject to arbitration, no lawsuit based on such matters shall be instituted by any of the Parties, other than to compel arbitration proceedings or enforce the award of a majority of the arbitrators. All privileges under Louisiana and federal law,
including attorney-client and work-product privileges, shall be preserved and protected to the same extent that such privileges would be protected in a federal court proceeding applying Louisiana law. 
 (c)        The Company shall be responsible for advancing the cost of the arbitrators as well as
the other costs of the arbitration. Each Party will pay the fees and expenses of its own counsel. 
 (d)        Notwithstanding any other provisions of this Section 14, in the event that a 

  

 18 







 
Party against whom any claim, right or cause of action is asserted commences, or has commenced against it, bankruptcy, insolvency or similar proceedings, the
Party or Parties asserting such claim, right or cause of action will have no obligations under this Section 14 and may assert such claim, right or cause of action in the manner and forum it deems appropriate, subject to applicable laws. No
determination or decision by the arbitrators pursuant to this Section 14 will limit or restrict the ability of any Party hereto to obtain or seek in any appropriate forum, any relief or remedy that is not a monetary award or money damages.

 (e)        Notwithstanding any other provisions of this Section 14, if the
Company is seeking injunctive or other equitable relief from a dispute arising under or in connection with Sections 10, 11, or 12, the arbitration requirements of this Section 14 shall not apply. 
 (f)        Any court proceedings relating to this Agreement shall be filed exclusively in the
federal and state courts domiciled in Baton Rouge, Louisiana, and the Parties hereto consent to the venue and jurisdiction of such courts. 
 Section 15.        Indemnification. 
 (a)        Company Indemnity.    The Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Subsidiary or is or was serving at the request of the Company or any
Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is
Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the
Company’s certificate of incorporation or bylaws or resolutions of the Company’s Board or, if greater, by the laws of the State of Louisiana against all cost, expense, liability and loss (including, without limitation, attorney’s
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, provided Executive provides Company with prompt notice of such action or
threatened action. Such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or other entity and shall inure to the benefit of Executive’s heirs, executors and
administrators. The Company shall advance to Executive all reasonable costs and expenses to be incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall
include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this Section 15(a) shall not be deemed
exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance. 

(b)        No Presumption Regarding Standard of Conduct.  Neither the
failure of the Company (including its Board, independent legal counsel or stockholders) to have made a 

  

 19 







 
determination prior to the commencement of any proceeding concerning payment of amounts claimed by Executive under Section 15(a) above that
indemnification of Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that Executive has not met such applicable standard of
conduct, shall create a presumption that Executive has not met the applicable standard of conduct. 
 Section 16.
Excise Taxes.        (a)  Notwithstanding any provision of this Agreement, or any other agreement, plan or arrangement to the contrary, if any portion of the Contingent Payments made or to be
made to the Executive would result in the imposition of an Excise Tax, then: 
     (i) if the After-Tax
Proceeds With Gross-Up exceed the After-Tax Proceeds With Cut-Back, the Company shall pay to Executive an amount in cash equal to the Gross-Up Amount; or 
     (ii) if the After-Tax Proceeds With Cut-Back exceed the After-Tax Proceeds With Gross-Up, Executive shall not be paid the Gross-Up Amount and the aggregate amount of all payments to which
Executive is entitled under this Agreement and all other agreements, plans and arrangements shall be reduced to the minimum extent necessary so that the aggregate present value of such payments equals no more than 299% of Executive’s Base
Amount. 
 (b)  All determinations required under this Section 16 shall be made by the Company’s
independent accountants or compensation consultants, after due consideration of Executive’s comments with respect to the interpretation hereof, and all such determinations shall be conclusive, final and binding on the parties hereto, subject to
a Final Determination. 
 (c)      For purposes of this Section 16: 
 “After-Tax Proceeds With Cut-Back” shall mean the fair market value of all Contingent Payments to Executive reduced to
the minimum extent necessary so that the aggregate present value of such payments equals 299% of the Executive’s Base Amount, and reduced further by the aggregate amount of all Taxes which would be imposed on Executive with respect to such
Contingent Payments. The amount of Taxes deemed imposed with respect to such Contingent Payments shall be determined as if all events that could give rise to a Tax with respect to such Contingent Payments had occurred. 
 “After-Tax Proceeds With Gross-Up” shall mean the fair market value of all Contingent Payments to the Executive plus
the Gross-Up Amount, reduced by the aggregate amount of all Taxes which would be imposed on Executive with respect to such Contingent Payments. The amount of Taxes deemed imposed with respect to such Contingent Payments shall be determined as if all
events that could give rise to a Tax with respect to such Contingent Payments had occurred. 
 “Base
Amount” shall have the meaning set forth in Section 280G(b)(3) of the Code and the Treasury Regulations promulgated thereunder or any successor provisions of law. 
  

 20 







 “Code” means the Internal Revenue Code of 1986, as amended, or any
successor provision of law. 
 “Contingent Payments” shall mean all payments in the nature of compensation
payable to (or for the benefit of) Executive which would otherwise be treated as “excess parachute payments” (within the meaning of Section 280G(b)(1) of the Code) determined as if the thresholds set forth in
Section 280G(b)(2)(A)(ii) of the Code were satisfied with respect to Executive. 
 “Excise Tax” shall
mean any Tax imposed upon Executive pursuant to Section 4999 of the Code. 
 “Final Determination”
shall mean any final determination of liability that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise, including but not limited to the expiration of a statute of limitations or a
period for the filing of claims for refunds, amended returns or appeals from adverse determinations. 
 “Gross-Up
Amount” shall mean the lesser of (i) $1,000,000 and (ii) the quotient equal to (A) the aggregate excise taxes which would be imposed on Executive under Section 4999 of the Code in connection with a Change in Control of
the Company, determined without regard to the provisions of this Section 16, divided by (B) one minus the highest marginal income and excise Tax rate applicable to Executive for the calendar year in which occurred the Change in Control,
determined as if all Contingent Payments were paid without regard to the provisions of this Section 16. 
 “Taxes” shall mean all federal, state and local income, employment and excise taxes (including Excise Taxes) imposed by any governmental authority. 
 Section 17.        Effect of Agreement on Other Benefits.  Except as specifically provided in this Agreement, the existence of this
Agreement shall not be interpreted to preclude, prohibit or restrict Executive’s participation in any other employee benefit or other plans or programs in which he currently participates. 
 Section 18.        Assignability: Binding Nature.  This Agreement shall be
binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of Executive) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company
except that such rights or obligations may be assigned or transferred in connection with a Change of Control of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such
assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a Change of Control, it shall take
whatever action it legally can in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of Executive under this Agreement may be assigned or
transferred by Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in Section 24 below. 
  

 21 







 Section 19.        Representation.    The Company represents and warrants that it is fully authorized and empowered to enter into this Agreement and that the
performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm or organization. Executive hereby represents to the Company that he is physically and mentally capable of performing his duties
hereunder and he has no knowledge of any present or past physical or mental conditions which would cause him not to be able to perform his duties hereunder. 
 Section 20.        Entire Agreement.    This Agreement contains the entire understanding and agreement between the Parties
concerning the subject matter hereof and, as of the Effective Date, supersedes the Prior Agreement and any other agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect
thereto, including, without limitation any prior change in control agreement between the Parties. 
 Section 21.        Amendment or Waiver.  No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by Executive and an authorized
officer of the Company. Except as set forth herein, no delay or omission to exercise any right, power or remedy accruing to any Party shall impair any such right, power or remedy or shall be construed to be a waiver of or an acquiescence to any
breach hereof. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the
same or any prior or subsequent time. Any waiver must be in writing and signed by Executive or an authorized officer of the Company, as the case may be. 
 Section 22.        Severability.  In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any
reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Specifically, but without limitation, the parties agree that if any
court of competent jurisdiction finds that any one or more of the words, phrases, sentences, clauses, sections, subdivisions, or subparagraphs contained in Sections 10, 11, or 12 is overly broad or unenforceable, then the Agreement should be reduced
or amended to be enforceable to the maximum extent allowable under applicable law. 
 Section 23.        Survivorship.      The respective rights and obligations of the Parties hereunder shall survive any termination of Executive’s
employment to the extent necessary to the intended preservation of such rights and obligations. 
 Section 24.        Beneficiaries/References. 
 Executive shall
be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death by giving the Company written notice
thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

  

 22 







 Section 25.        Governing
Law/Jurisdiction. 
 This Agreement shall be governed by and construed and interpreted in accordance with the laws of
Louisiana without reference to principles of conflict of laws. Subject to Section 14, the Company and Executive hereby consent to the jurisdiction of any or all of the following courts for purposes of resolving any dispute under this Agreement:
(i) the United States District Court for the Middle District of Louisiana or (ii) the Nineteenth Judicial District Court for the Parish of East Baton Rouge, State of Louisiana. The Company and Executive further agree that any service of
process or notice requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been substantially satisfied. The Company and Executive hereby waive, to the fullest extent permitted by applicable law, any
objection which it or he may now or hereafter have to such jurisdiction and any defense of inconvenient forum. 
 Section 26.        Notices. 
       Any notices given under this Agreement shall be in writing, and delivered or mailed, and if mailed, postage prepaid, certified, return receipt requested and addressed to the Company and to the Employee at
the addresses set forth below, or such other addresses as the Parties may from time to time hereafter designate in writing, such notices to be effective upon receipt by the Party to whom such notice is addressed: 
  
  

			
	 If to the Company:
	  	  AMEDISYS, INC.

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

		
	 If to Executive:
	  	 Larry R. Graham
 3118
Tradition
 Baton Rouge, LA 70810


 Section 27.        Captions.

 The captions contained in this Agreement are for convenience only and shall not be deemed to control or affect the
meaning or construction of any provision of this Agreement. 
 Section 28.        Counterparts. 
 This Agreement may be
executed in two or more counterparts. 
 Section 29.        Section 409A
Compliance. 
 This Agreement is intended to comply with Section 409A of the Code (to the extent applicable) and,
to the extent it would not adversely impact the Company, the Company agrees to 

  

 23 







 
interpret, apply and administer this Agreement in the least restrictive manner necessary to comply with such requirements and without resulting in any
diminution in the value of payments or benefits to the Executive. 
 IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above. 
  

			
	 AMEDISYS, INC.

		
	 By:
	 	 /s/ William F. Borne

	     Name: William F. Borne

	     Title: Chief Executive Officer

	
	 EXECUTIVE

	
	 /s/ Larry R. Graham

	 Name:  Larry R. Graham



  

 24 







 ATTACHMENT 1 
 RELEASE 
 In exchange for certain termination payments, benefits and promises to
which Larry R. Graham (“Executive”) would not otherwise be entitled, the Executive, knowingly and voluntarily releases Amedisys, Inc., its subsidiaries, affiliates or related corporations, together with its/their officers, directors,
agents, employees and representatives (collectively, the “Company”), of and from any and all claims, demands, obligations, liabilities and causes of action, of whatsoever kind in law or equity, whether known or unknown, which the Executive
has or ever had against the Company on or before the date of the execution of this Release, including but not limited to claims in common law, whether in contract or in tort, and causes of action under the Age Discrimination in Employment Act, 29
U.S.C. Sections 621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. Sections 2000e et seq., the Employee Retirement Income Security Act, 29 U.S.C. Sections 1001 et seq., the Americans with Disabilities Act, 29 U.S.C. Section 12101
et seq., and all other federal, state or local laws, ordinances or regulations, for any losses, injuries or damages (including compensatory or punitive damages), attorney’s fees and costs arising out of employment or termination from employment
with the Company. 
 Executive acknowledges that he has had a period of twenty-one (21) days from the date of receipt of
this Release to consider it. Executive acknowledges that he has been given the opportunity to consult an attorney prior to executing this Release. This Release shall not become effective or enforceable until seven (7) days following its
execution by Executive. Prior to the expiration of the seven-(7) day period, Executive may revoke Executive’s consent to this Release. 
 Executive acknowledges by executing this Release that Executive has returned to the Company all Company property in Executive’s possession. 
 Executive acknowledges that the terms of this Release and the Executive’s separation of employment are confidential and, unless otherwise required by law or for the purposes of enforcing the
Release or when needed to consult with Executive’s immediate family or tax or legal advisors, neither Executive nor Executive’s agents shall divulge, publish or publicize any such confidential information to any third parties or the media,
or to any current or former employee, customer or client of the Company or its businesses or any of its affiliates. 
 EXECUTIVE ACKNOWLEDGES HE FULLY UNDERSTANDS THE CONTENTS OF THIS RELEASE AND EXECUTES IT FREELY AND VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE. 
  

 

			
	 Signed:
	 	  

		
	 Date:
	 	  


  

 1 







 ATTACHMENT 2 
 Restricted Areas 
 The following counties, parishes, cities and/or municipalities: 
  

									
		 		 	 Alabama
	 		 	
					
	 Blount
	 	 Jefferson
	 	 Conecuh
	 	 Crenshaw
	 	
	 Etowah
	 	 Jackson
	 	 Covington
	 	 Montgomery
	 	
	 Calhoun
	 	 Bibb
	 	 Autauga
	 	 Pike
	 	
	 Chambers
	 	 Chilton
	 	 Bullock
	 	 Barbour
	 	
	 Randolph
	 	 Shelby
	 	 Dallas
	 	 Coffee
	 	
	 Cherokee
	 	 Tuscaloosa
	 	 Elmore
	 	 Dale
	 	
	 Clay
	 	 Fayette
	 	 Lee
	 	 Geneva
	 	
	 Cleburne
	 	 Greene
	 	 Lowndes
	 	 Henry
	 	
	 Coosa
	 	 Hale
	 	 Macon
	 	 Houston
	 	
	 Talladega
	 	 Lamar
	 	 Russell
	 	 Marion
	 	
	 DeKalb
	 	 Pickens
	 	 Tallapoosa
	 	 Sumter
	 	
	 Marshall
	 	 Baldwin
	 	 Limestone
	 	 Butler
	 	
	 St. Clair
	 	 Clarke
	 	 Madison
	 	 Perry
	 	
	 Cullman
	 	 Escambia
	 	 Morgan
	 	 Wilcox
	 	
	 Walker
	 	 Monroe
	 	 Mobile
	 	 Choctaw
	 	
	 Winston
	 	 Washington
	 	 Autauga
	 	 Marengo
	 	
		 		 	 Limestone
	 		 	
					
		 		 	 Arizona
	 		 	
					
	 Maricopa
	 		 	 Pinal
	 		 	
					
		 		 	 Arkansas
	 		 	
					
	 Crawford
	 	 Sebastian
	 	 Prairie
	 	 Woodruff
	 	
	 Franklin
	 	 Washington
	 	 Faulkner
	 	 Jackson
	 	
	 Johnson
	 	 White
	 	 Independence
	 	 Lonoke
	 	
	 Logan
	 	 Cleburne
	 		 		 	
					
		 		 	   Florida
	 		 	
					
	 Palm Beach
	 	 Polk
	 	 Putnam
	 	 Calhoun
	 	
	 Indian River
	 	 Sarasota
	 	 Sumter
	 	 Franklin
	 	
	 Martin
	 	 Hardee
	 	 Suwannee
	 	 Gadsden
	 	
	 Okeechobee
	 	 Pasco
	 	 Union
	 	 Jackson
	 	
	 St. Lucie
	 	 Pinellas
	 	 Escambia
	 	 Jefferson
	 	
	 Martin
	 	 Broward
	 	 Santa Rosa
	 	 Liberty
	 	
	 Manatee
	 	 Miami-Dade
	 	 Walton
	 	 Madison
	 	
	 Charlotte
	 	 Alachua
	 	 St. Johns
	 	 Wakulla
	 	
	 Collier
	 	 Bradford
	 	 Baker
	 	 Gulf
	 	
	 DeSoto
	 	 Citrus
	 	 Clay
	 	 Washington
	 	
	 Glades
	 	 Columbia
	 	 Duval
	 	 Franklin
	 	
	 Hardee
	 	 Gilchrist
	 	 Flagler
	 	 Holmes
	 	
	 Hendry
	 	 Hernando
	 	 Nassau
	 	 Taylor
	 	

  

 1 








									
	 Highlands
	 	 Lafayette
	 	 Volusia
	 	 Hillsborough
	 	
	 Hillsborough
	 	 Lake
	 	 Dixie
	 	 Orange
	 	
	 Lee
	 	 Levy
	 	 Hamilton
	 	 Osceola
	 	
		 	 Marion
	 	 Leon
	 	 Brevard
	 	
		 	 Okaloosa
	 	 Bay
	 	 Seminole
	 	
					
		 		 	   Georgia
	 		 	
					
	 Fulton
	 	 Cherokee
	 	 Floyd
	 	 Hart
	 	
	 Barrow
	 	 Dawson
	 	 Gilmer
	 	 Oglethorpe
	 	
	 DeKalb
	 	 Douglas
	 	 Gordon
	 	 Rabun
	 	
	 Hall
	 	 Lumpkin
	 	 Murray
	 	 Habersham
	 	
	 Walton
	 	 Paulding
	 	 Pickens
	 	 Stephens
	 	
	 Cobb
	 	 Richmond
	 	 Union
	 	 Baldwin
	 	
	 Forsyth
	 	 Columbia
	 	 Walker
	 	 Bibb
	 	
	 Gwinnett
	 	 Jasper
	 	 Whitfield
	 	 Crawford
	 	
	 Jackson
	 	 Lamar
	 	 Heard
	 	 Jones
	 	
	 Butts
	 	 Pike
	 	 Meriwether
	 	 Monroe
	 	
	 Carroll
	 	 Clarke
	 	 Troup
	 	 Muscogee
	 	
	 Clayton
	 	 Greene
	 	 Upson
	 	 Pulaski
	 	
	 Coweta
	 	 Madison
	 	 Chattooga
	 	 Taylor
	 	
	 Fayette
	 	 Morgan
	 	 Banks
	 	 Schley
	 	
	 Henry
	 	 Oconee
	 	 Walker
	 	 Putman
	 	
	 Newton
	 	 Catoosa
	 	 Towns
	 	 Wilkinson
	 	
	 Rockdale
	 	 Chattanooga
	 	 White
	 	 Polk
	 	
	 Spalding
	 	 Dade
	 	 Elbert
	 	 Lowndes
	 	
	 Bartow
	 	 Fannin
	 	 Franklin
	 		 	
					
		 		 	   Illinois
	 		 	
					
	 DuPage
	 	 DeKalb
	 	 Iroquois
	 	 Kendall
	 	
	 Boone
	 	 Ford
	 	 Kankakee
	 	 Lake
	 	
	 Cook
	 	 Grundy
	 	 Kane
	 	 McHenry
	 	
	 Will
	 		 		 		 	
					
		 		 	   Indiana
	 		 	
					
	 Bartholomew
	 	 Shelby
	 	 Dubois
	 	 Randolph
	 	
	 Brown
	 	 Sullivan
	 	 Huntington
	 	 Wayne
	 	
	 Clay
	 	 Vigo
	 	 Jay
	 	 Clark
	 	
	 Daviess
	 	 Washington
	 	 Kosciusko
	 	 Crawford
	 	
	 Greene
	 	 Gibson
	 	 LaGrange
	 	 Floyd
	 	
	 Hendricks
	 	 Knox
	 	 Noble
	 	 Harrison
	 	
	 Jackson
	 	 Perry
	 	 Steuben
	 	 Jefferson
	 	
	 Jennings
	 	 Pike
	 	 Wabash
	 	 Scott
	 	
	 Johnson
	 	 Posey
	 	 Wells
	 	 Washington
	 	
	 Lawrence
	 	 Spencer
	 	 Whitley
	 	 Jasper
	 	
	 Marion
	 	 Vanderburgh
	 	 Boone
	 	 Lake
	 	
	 Martin
	 	 Warrick
	 	 Delaware
	 	 LaPorte
	 	
	 Monroe
	 	 Allen
	 	 Hamilton
	 	 Newton
	 	
	 Morgan
	 	 Adams
	 	 Hancock
	 	 Porter
	 	

  

 2 








									
	 Orange
	 	 Blackford
	 	 Henry
	 	 Pulaski
	 	
	 Owen
	 	 Elkhart
	 	 Madison
	 	 Starke
	 	
	 Putman
	 	 Grant
	 	 DeKalb
	 		 	
					
		 		 	 Kentucky
	 		 	
					
	 Kenton
	 	 Henry
	 	 Fayette
	 	 Menifee
	 	
	 Boone
	 	 Jefferson
	 	 Montgomery
	 	 Scott
	 	
	 Campbell
	 	 Oldham
	 	 Bath
	 	 Woodford
	 	
	 Anderson
	 	 Spencer
	 	 Clark
	 	 Shelby
	 	
	 Bullitt
	 	 Trimble
	 	 Jessamine
	 		 	
					
		 		 	 Louisiana
	 		 	
					
	 East Baton Rouge
	 	 Allen
	 	 Ascension
	 	 Morehouse
	 	
	 West Baton Rouge
	 	 Avoyelles
	 	 Terrebonne
	 	 Richland
	 	
	 East Feliciana
	 	 Beauregard
	 	 Iberia
	 	 Franklin
	 	
	 West Feliciana
	 	 Catahoula
	 	 Iberville
	 	 E. Bienville
	 	
	 Livingston
	 	 Concordia
	 	 Jefferson
	 	 NE Winn
	 	
	 Assumption
	 	 Evangeline
	 	 Livingston
	 	 NW Tensas
	 	
	 Ascension
	 	 Grant
	 	 Orleans
	 	 NW Catahoula
	 	
	 Point Coupee
	 	 Jefferson Davis
	 	 Plaquemines
	 	 NW Madison
	 	
	 St. James
	 	 LaSalle
	 	 St. Mary
	 	 N. LaSalle
	 	
	 Iberville
	 	 Natchitoches
	 	 St. Martin
	 	 Caldwell
	 	
	 Lafourche
	 	 Rapides
	 	 Lafayette
	 	 E. Carroll
	 	
	 St. John the Baptist
	 	 Vernon
	 	 Orleans
	 	 W. Carroll
	 	
	 Tangipahoa
	 	 Winn
	 	 Plaquemines
	 	 Union
	 	
	 St. Charles
	 	 St. Helena
	 	 St. Bernard
	 	 Lincoln
	 	
	 St. Landry
	 	 St. James
	 	 St. John
	 	 Jackson
	 	
	 St. Martin
	 	 St. Tammany
	 	 Ouachita
	 	 Claiborne
	 	
	 Acadia
	 	 Washington
	 	 St. John
	 	 Vermilion
	 	
	 Iberia
	 	 N. St. Martin
	 	 Plaquemines
	 		 	
					
		 		 	 Maryland
	 		 	
					
	 Anne Arundel
	 	 Baltimore
	 	 Baltimore City
	 	 Harford
	 	
		 	 Prince Georges
	 	 Carroll
	 	 Howard
	 	
					
		 		 	 Michigan
	 		 	
					
	 DuPage
	 	 Livingston
	 	 Oakland
	 	 Washtenaw
	 	
	 Genessee
	 	 McComb
	 	 St. Clair
	 	 Wayne
	 	
	 LaPeer
	 	 Monroe
	 		 		 	
					
		 		 	 Mississippi
	 		 	
					
	 Harrison
	 	 Forrest
	 	 Perry
	 	 Hinds
	 	
	 George
	 	 Jasper
	 	 Simpson
	 	 Issaquena
	 	
	 Hancock
	 	 Jefferson Davis
	 	 Smith
	 	 Jefferson
	 	
	 Jackson
	 	 Jones
	 	 Walthall
	 	 Sharkey
	 	
	 Pearl River
	 	 Lamar
	 	 Wayne
	 	 Warren
	 	

  

 3 








									
	 Stone
	 	 Lawrence
	 	 Claiborne
	 	 Yazoo
	 	
	 Covington
	 	 Marion
	 	 Copiah
	 		 	
					
		 		 	       Missouri
	 		 	
					
	 Crawford
	 	 St. Francois
	 	 Barton
	 	 Dallas
	 	
	 Franklin
	 	 Ste. Genevieve
	 	 Dade
	 	 Greene
	 	
	 Iron
	 	 St. Louis
	 	 Jasper
	 	 Polk
	 	
	 Jefferson
	 	 St. Louis (City)
	 	 Lawrence
	 	 Webster
	 	
	 Madison
	 	 Warren
	 	 Newton
	 		 	
	 St. Charles
	 	 Washington
	 	 Christian
	 		 	
					
		 		 	 North Carolina
	 		 	
					
	 Alamance
	 	 Wake
	 	 Vance
	 	 Johnston
	 	
	 Caswell
	 	 Harnett
	 	 Henderson
	 	 Robeson
	 	
	 Chatham
	 	 Dunn
	 	 Forsyth
	 	 Sampson
	 	
	 Durham
	 	 Guilford
	 	 Nash
	 	 Davidson
	 	
	 Franklin
	 	 Gibsonville
	 	 Randolph
	 	 Davie
	 	
	 Granville
	 	 Johnston
	 	 Rockingham
	 	 Iredell
	 	
	 Lee
	 	 Smithfield
	 	 Cumberland
	 	 Rowan
	 	
	 Orange
	 	 Moore
	 	 Harnett
	 	 Stokes
	 	
	 Person
	 	 Southern Pines
	 	 Hoke
	 	 Surry
	 	
		 		 	 Cabarrus
	 	 Yadkin
	 	
					
		 		 	     Ohio
	 		 	
					
	 Butler
	 	 Madison
	 	 Fayette
	 	 Logan
	 	
	 Clermont
	 	 Union
	 	 Pickaway
	 	 Shelby
	 	
	 Clinton
	 	 Clark
	 	 Franklin
	 	 Fulton
	 	
	 Hamilton
	 	 Miami
	 	 Preble
	 	 Lucas
	 	
	 Warren
	 	 Darke
	 	 Greene
	 	 Ottawa
	 	
	 Champaign
	 	 Montgomery
	 	 Ross
	 	 Wood
	 	
					
		 		 	       Oklahoma
	 		 	
					
	 Cherokee
	 	 Cotton
	 	 Pittsburg
	 	 Grady
	 	
	 Creek
	 	 Washington
	 	 Pontotoc
	 	 Jackson
	 	
	 Craig
	 	 Canadian
	 	 Pottawotomie
	 	 Jefferson
	 	
	 Delaware
	 	 Cleveland
	 	 Seminole
	 	 Kiowa
	 	
	 Lincoln
	 	 Logan
	 	 Atoka
	 	 Tillman
	 	
	 Mayes
	 	 McClain
	 	 Bryan
	 	 Washita
	 	
	 McIntosh
	 	 Oklahoma
	 	 Carter
	 	 Adair
	 	
	 Muskogee
	 	 Alfalfa
	 	 Marshall
	 	 Choctaw
	 	
	 Nowata
	 	 Blaine
	 	 Coal
	 	 McCurtain
	 	
	 Okfuskee
	 	 Garfield
	 	 Garvin
	 	 Ottawa
	 	
	 Okmulgee
	 	 Grant
	 	 Johnston
	 	 Pushmataha
	 	

  

 4 








									
	 Osage
	 	 Kay
	 	 Love
	 	 Sequoyah
	 	
	 Ottawa
	 	 Kingfisher
	 	 McClain
	 	 Haskell
	 	
	 Pawnee
	 	 Major
	 	 Murray
	 	 Latimer
	 	
	 Payne
	 	 Noble
	 	 Stephens
	 	 Leflore
	 	
	 Rogers
	 	 Woods
	 	 Caddo
	 	 Oklahoma
	 	
	 Tulsa
	 	 Hughes
	 	 Comanche
	 		 	
	 Wagoner
	 	 Lincoln
	 		 		 	
					
		 		 	     Pennsylvania
	 		 	
					
	 Lancaster
	 		 		 		 	
					
		 		 	 South Carolina
	 		 	
					
	 Calhoun
	 	 Richland
	 	 Georgetown
	 	 Dorchester
	 	
	 Fairfield
	 	 Horry
	 	 Williamsburg
	 	 Colleton
	 	
	 Kershaw
	 	 Abbeville
	 	 Beaufort
	 	 Hampton
	 	
	 Lexington
	 	 Greenville
	 	 Jasper
	 	 Edgefield
	 	
	 Newberry
	 	 Greenwood
	 	 Berkeley
	 	 Lee
	 	
	 Orangeburg
	 	 Laurens
	 	 Charleston
	 	 Sumter
	 	
					
		 		 	       Tennessee
	 		 	
					
	 Fayette
	 	 Carter
	 	 Hancock
	 	 Roane
	 	
	 Shelby
	 	 Greene
	 	 Jefferson
	 	 Scott
	 	
	 Tipton
	 	 Hawkins
	 	 Knox
	 	 Sevier
	 	
	 Blount
	 	 Johnson
	 	 Sevier
	 	 Clay
	 	
	 Bradley
	 	 Sullivan
	 	 Union
	 	 White
	 	
	 Grundy
	 	 Unicoi
	 	 Benton
	 	 Bedford
	 	
	 Hamilton
	 	 Washington
	 	 Carroll
	 	 Cannon
	 	
	 Marion
	 	 Campbell
	 	 Chester
	 	 Coffee
	 	
	 Polk
	 	 Claiborne
	 	 Crockett
	 	 Rutherford
	 	
	 Anderson
	 	 Cocke
	 	 Decatur
	 	 Cheatham
	 	
	 Fentress
	 	 Grainger
	 	 Dyer
	 	 Dickson
	 	
	 Hardin
	 	 Williamson
	 	 Gibson
	 	 Henry
	 	
	 Loudon
	 	 Wilson
	 	 Hardeman
	 	 Hickman
	 	
	 McMinn
	 	 Davidson
	 	 Hardin
	 	 Houston
	 	
	 McNairy
	 	 DeKalb
	 	 Haywood
	 	 Humphreys
	 	
	 Meigs
	 	 Giles
	 	 Henderson
	 	 Montgomery
	 	
	 Monroe
	 	 Lawrence
	 	 Lauderdale
	 	 Robertson
	 	
	 Warren
	 	 Lewis
	 	 Madison
	 	 Sumner
	 	
	 Bledsoe
	 	 Lincoln
	 	 Obion
	 	 Macon
	 	
	 Cumberland
	 	 Marion
	 	 Weakley
	 	 Smith
	 	
	 Rhea
	 	 Marshall
	 	 Morgan
	 	 Trousdale
	 	
	 Sequatchie
	 	 Maury
	 	 Overton
	 	 Stewart
	 	
	 Van Buren
	 	 Moore
	 	 Pickett
	 	 Franklin
	 	
	 Hamblen
	 		 		 		 	
					
		 		 	 Texas
	 		 	

  

 5 








									
	 Chambers
	 	 Hill
	 	 Denton
	 	 Brazoria
	 	
	 Hardin
	 	 Hood
	 	 Rains
	 	 Fort Bend
	 	
	 Jasper
	 	 Jim Hogg
	 	 Van Zandt
	 	 Galveston
	 	
	 Jefferson
	 	 Jim Wells
	 	 Johnson
	 	 Harris
	 	
	 Liberty
	 	 Kleberg
	 	 Montague
	 	 Montgomery
	 	
	 Newton
	 	 Karnes
	 	 Grayson
	 	 Waller
	 	
	 Orange
	 	 Kenedy
	 	 Hunt
	 	 Brazos
	 	
	 Tyler
	 	 LaSalle
	 	 Rockwall
	 	 Grimes
	 	
	 Aransas
	 	 Lavaca
	 	 Dallas
	 	 Houston
	 	
	 Atascosa
	 	 Live Oak
	 	 Delta
	 	 Leon
	 	
	 Bee
	 	 McMullen
	 	 Ellis
	 	 Madison
	 	
	 Brooks
	 	 Nueces
	 	 Fannin
	 	 Polk
	 	
	 Calhoun
	 	 Refugio
	 	 Henderson
	 	 San Jacinto
	 	
	 DeWitt
	 	 San Patricio
	 	 Hopkins
	 	 Trinity
	 	
	 Duval
	 	 Victoria
	 	 Kaufman
	 	 Walker
	 	
	 Goliad
	 	 Webb
	 	 Parker
	 	 Washington
	 	
	 Jackson
	 	 Wharton
	 	 Tarrant
	 	 Bexar
	 	
	 Cooke
	 	 Collin
	 	 Wise
	 	 Medina
	 	
	 Bandera
	 	 Comal
	 	 Gaudalupe
	 	 Wilson
	 	
					
		 		 	 Virginia
	 		 	
					
	 Alleghany
	 	 Falls Church
	 	 Amelia
	 	 James City
	 	
	 Amherst
	 	 Chesterfield
	 	 Brunswick
	 	 Newport News City
	 	
	 Appromattox
	 	 Richmond
	 	 Charlotte
	 	 Poquoson City
	 	
	 Bedford
	 	 Albermarle
	 	 Dinwiddie
	 	 York
	 	
	 Bedford City
	 	 Augusta
	 	 Lunenburg
	 	 Gloucester
	 	
	 Botetourt
	 	 Buckingham
	 	 Mecklenburg
	 	 Mathews
	 	
	 Campbell
	 	 Charlottesville
	 	 Nottoway
	 	 Williamsburg City
	 	
	 Covington City
	 	 Fluvanna
	 	 Prince Edward
	 	 Chesapeake
	 	
	 Craig
	 	 Greene
	 	 Hanover
	 	 Isle of Wight
	 	
	 Danville City
	 	 Louisa
	 	 King and Queen
	 	 Norfolk
	 	
	 Floyd
	 	 Madison
	 	 New Kent
	 	 Portsmouth
	 	
	 Franklin City
	 	 Nelson
	 	 Greensville
	 	 Suffolk
	 	
	 Henry
	 	 Orange
	 	 Prince George
	 	 Virginia Beach
	 	
	 Lynchburg City
	 	 Staunton City
	 	 Petersburg
	 	 Franklin
	 	
	 Montgomery
	 	 Waynesboro City
	 	 Petersburg City
	 	 Martinsville City
	 	
	 Patrick
	 	 Caroline
	 	 Surry
	 	 Buena Vista City
	 	
	 Pittsylvania
	 	 Culpeper
	 	 Sussex
	 	 Covington
	 	
	 Pulaski
	 	 Essex
	 	 Buchanan
	 	 Lexington
	 	
	 Radford City
	 	 Fauquier
	 	 Dickenson
	 	 Rockbridge
	 	
	 Roanoke
	 	 Fredericksburg City
	 	 Lee
	 	 Salem
	 	
	 Salem City
	 	 King George
	 	 Russell
	 	 Halifax
	 	
	 Alexandria
	 	 Spotsylvania
	 	 Scott
	 	 Lynchburg City
	 	

  

 6 








									
	 Loudoun
	 	 Stafford
	 	 Smyth
	 	 City of Danville
	 	
	 Arlington
	 	 Westmoreland
	 	 Tazewell
	 	 Bland
	 	
	 Manassas
	 	 Cumberland
	 	 Washington
	 	 Carroll
	 	
	 Fairfax
	 	 Goochland
	 	 Wise
	 	 Galax City
	 	
	 Manassas Park
	 	 Hanover
	 	 Bristol
	 	 Giles
	 	
	 Fairfax City
	 	 Henrico
	 	 Charles City
	 	 Grayson
	 	
	 Prince Williams
	 	 Powhatan
	 	 Hampton City
	 	 Radford
	 	
		 		 	 King William
	 	 Wythe
	 	
					
		 		 	 West Virginia
	 		 	
					
	 Boone
	 	 Fayette
	 	 Lincoln
	 	 Putnam
	 	
	 Cabell
	 	 Greenbrier
	 	 Mason
	 	 Raleigh
	 	
	 Calhoun
	 	 Jackson
	 	 Monroe
	 	 Roane
	 	
	 Clay
	 	 Kanawha
	 	 Nicholas
	 	 Summers
	 	

  

 7