Exhibit 10.1
    

    
      CONSULTANT AGREEMENT
    

    
                AGREEMENT made this 16th day of June, 2016, between Timothy S.
      O’Toole residing at 800 NE 76th Street, Miami,
      FL  33138 (“Consultant”), and Chemed Corporation, a Delaware
      corporation, with offices located at Suite 2600, 255 East Fifth Street,
      Cincinnati, OH  45202 (“Company”).
    

    
                WHEREAS, Company desires to engage the services of Consultant,
      a former officer of the Company and a former officer and director of
      Vitas Healthcare Corporation, as an independent consultant to Company
      commencing on June 16, 2016 and continuing until terminated under
      Section 7 hereof (the “Consulting Period”), and the Consultant desires
      to perform consulting services for Company during the Consultant Period
      on the terms and conditions hereinafter provided.
    

    
                NOW, THEREFORE, in consideration of the premises and of the
      mutual covenants and agreements herein contained, the parties hereto
      agree as follows:
    

    
                1.        Consultant represents and warrants to Company he is
      free to accept retention hereunder and that he has no prior or other
      obligation or commitments of any kind which would in any way hinder or
      interfere with his acceptance of, or the full, uninhibited and faithful
      performance of, such consulting arrangement, or the exercise of his best
      efforts as consultant to Company.
    

    
                2.        Subject to termination as provided in paragraph 7
      hereof, Company shall engage Consultant and the Consultant shall perform
      consulting services for Company as a Consultant in such areas as Company
      shall reasonably request.
    

    
                3.        (a)  During the term of the Consulting Period, in
      accordance with paragraph 2 hereof, Company shall pay the employee an
      annual consultant fee in the form of Two Hundred Forty Thousand Dollars
      ($240,000) ($20,000.00 per month) payable in advance of the first day of
      each month.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                          (b)  Company shall furnish Consultant an office in
      Cincinnati, Ohio, for his use during the Consulting Period.
    

    
                          (c)  Consultant shall be an independent contractor
      and not an employee of Company.  Consultant shall pay all taxes as a
      self-employed person.
    

    
                4.        Consultant shall not (except in the performance of
      his duties hereunder) at any time or in any manner make or cause to be
      made any copies, pictures, duplicates, facsimiles or other reproductions
      or recordings or any abstracts or summaries of any reports, studies,
      memoranda, correspondence, manuals, records, plans or other written,
      printed or otherwise recorded materials of any kind whatever belonging
      to or in the possession of Company or its affiliates.  Consultant shall
      have no right, title or interest in any such material, and Consultant
      agrees that (except in the performance of his duties hereunder) he will
      not, without the prior written consent of Company remove any such
      material from any premises of Company and that he will return all such
      material to Company immediately upon the termination of his engagement
      or at any time prior thereto upon the request of Company.
    

    
                5.  Without prior written consent of Company, Consultant shall
      not at any time (whether during or after the Consulting Period) use for
      his own benefit or purposes or for the benefit or purposes of any
      person, firm, partnership, association, corporation or business
      organization, entity or enterprise, or disclose (except in the
      performance of his duties hereunder) in any manner to any person, firm,
      partnership, association, corporation or business organization, entity
      or enterprise, any trade secrets, information, data (including, but not
      limited to, that relating to costs, products, equipment, marketing
      methods, suppliers, customers, personnel training programs, business
      expansion plans or financing) belonging to, or relating to the affairs
      of the Company, or any affiliate of Company.
    

    
      
        

        

      

      
        
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                6.        Consultant will not at any time, without the prior
      consent of Company:
    

    
                          (a)  Request or advise any supplier or customer of,
      or any other person, firm, partnership, association, corporation or
      business organization, entity or enterprise having business dealings
      with Company or any of its affiliates to withdraw, curtail or cancel
      such business or such business dealings, or
    

    
                          (b)  Disclose to any person, firm, partnership,
      association, corporation or business organization, entity or enterprise,
      the names of suppliers or customers of, other persons, firms,
      partnerships, associations, corporations or business organizations,
      entities or enterprises having business dealings with Company or any of
      its affiliates, or
    

    
                          (c)  Induce or attempt to influence any employee of
      Company or any of its affiliates to terminate his or her employment, or
    

    
                          (d)  Disparage, impugn or damage the reputation of
      Company, any of its affiliates or their employees, directors, officers,
      employees or business practices.
    

    
                7.        At the Company’s option, this Consultant Agreement
      shall terminate forthwith upon (a) Consultant’s death, (b) any material
      failure of him to observe or perform his agreements herein contained,
      after written notice thereof by Company and a thirty (30) day
      opportunity to cure such failure, or (c) by either party hereto upon 90
      days written notice.  All provisions of this agreement, except the
      provisions of Sections 2 and 3 hereof, shall survive any such
      termination.
    

    
                8.        Consultant’s noncompetition and nonsolicitation
      obligations under Section 4.4 of the Employment Agreement of May 6, 2007
      amended effective July 9, 2009 between Consultant and Company
      (“Employment Agreement”) shall extend and continue for 12 months
      following termination of this Consulting Period, notwithstanding any
      language to the contrary in said Employment Agreement.
    

    
      
        

        

      

      
        
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                9.        The terms and provisions of this agreement are in
      addition to any post-termination obligations of the Employment Agreement
      pursuant to which Consultant’s employment with Company ended on June 15,
      2016, and that Waiver of Liability dated June 16, 2016 executed in favor
      of Company by Consultant, shall be binding on and inure to the benefit
      of Consultant, his heirs at law, legatees, distributes, executors,
      administrators and other legal representatives, and shall be binding on
      and inure to the benefits of the Company, its affiliates and its
      successors and assigns.
    

    
                IN WITNESS WHEREOF, the parties hereto have executed this
      instrument on the date first above written.
    

    

    


    	
          
            WITNESS:
          

        	
           
        	
          
            CONSULTANT:
          

        
	

        	

        	

        	
           
        
	
           
        	

        	
           
        	
           
        
	

        	

        	
          
            Timothy S. O'Toole
          

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          
            ATTEST:
          

        	

        	
          
            CHEMED CORPORATION
          

        
	

        	

        	

        	
           
        
	
           
        	

        	
          
            By:
          

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	
          
            Its:
          

        	
           
        


    

    

    

    
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