Exhibit 10.1


 


 


 


 







_________________________________


 


 


 


 


AMENDED AND RESTATED


 


EMPLOYMENT AGREEMENT


 


BETWEEN


 


DONALD D. STELLY


 


AND


LHC GROUP, INC.


 


 


_________________________________


 


 


 


 


 


 


 


 


 


 


 


 






     


     

    

 


Table Of Contents


 


Page


 




	1.   Employment	1
	2.   Term	1
	3.   Extent of Service	2
	4.   Compensation and Benefits	2
	(a)   Base Salary	2
	(b)   Incentive, Savings and Retirement Plans	2
	(c)   Welfare Benefit Plans	2
	(d)   Expenses	3
	(e)   Fringe Benefits	3
	(f)   Vacation	3
	(g)   Office and Support Staff	3
	(h)   Annual Compensation Review	3
	(i)   One-Time Equity Grant	3
	5.   Change of Control	3
	6.   Termination of Employment	5
	(a)   Death or Retirement	5
	(b)   Disability	5
	(c)   Termination by the Company	5
	(d)   Termination by Executive	6
	(e)   Notice of Termination	6
	(f)   Date of Termination	7
	




     


     

    


	7.   Obligations of the Company upon Termination	7
	(a)   Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability	7
	(b)   Death or Disability	9
	(c)   Cause, Voluntary Termination without Good Reason or Retirement	10
	(d)   Expiration of Term Following Notice	10
	(e)   Resignations	10
	8.   Non-exclusivity of Rights	10
	9.   Full Settlement; No Obligation to Mitigate	10
	10.   Certain Additional Payments by the Company	11
	11.   Costs of Enforcement	12
	12.   Restrictions on Conduct of Executive.	12
	(a)   General	12
	(b)   Definitions	13
	(c)   Restrictive Covenants	15
	(d)   Enforcement of Restrictive Covenants.	17
	13.   Consent to Jurisdiction	18
	14.   Assignment and Successors	18
	15.   Miscellaneous	18
	(a)   Waiver	18
	(b)   Severability	18
	(c)   Other Agents	19
	(d)   Entire Agreement	19
	(e)   Governing Law	19
	(f)   Notices	19
	(g)   Amendments and Modifications	19
	




     


     

    


	(h)   Construction	19
	(i)   Code Section 409A	20
	(j)   Withholding	20


 


 


 


 


 


 


 


 






     


     

    

AMENDED AND RESTATED


EMPLOYMENT AGREEMENT


 


THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(this “Agreement”) by and between LHC Group, Inc., a Delaware corporation (the “Company”), and Donald D.
Stelly (“Executive”), is dated as of June 1, 2016 (the “Agreement Date”).


 


BACKGROUND


 


WHEREAS, the Company and Executive are parties
to that certain Amended and Restated Employment Agreement dated as of August 19, 2013 (the “Original Agreement”), pursuant
to which Executive currently serves as an executive officer of the Company;


 


WHEREAS, the Original Agreement will expire
by its terms on August 18, 2016, and the Company desires to retain the services of Executive and engage Executive as President
and Chief Operating Officer from and after the Agreement Date, in accordance with the terms of this Agreement and Executive is
willing to serve as such in accordance with the terms and conditions of this Agreement; and


 


WHEREAS, the Original Agreement, and any other
prior employment agreements between Executive and the Company, shall be terminated upon the Agreement Date and neither party shall
have any further obligations under any such terminated employment agreements.


 


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


 


1.                 
Employment. Executive is hereby employed as President and Chief Operating Officer of the Company. In his capacity
as President and Chief Operating Officer, Executive shall have the duties, responsibilities and authority commensurate with such
position as shall be assigned to him by the Chief Executive Officer of the Company. In his capacity as President and Chief Operating
Officer of the Company, Executive will report directly to the Chief Executive Officer of the Company.


 


2.                 
Term. Executive’s employment shall be governed by the terms and conditions of this Agreement for a period beginning
on the Agreement Date and ending on May 31, 2019 (the “Term”). Beginning on June 1, 2019, and on each subsequent June
1 thereafter, the Term shall, without further action by Executive or the Company, be extended by an additional one (1)-year period;
provided, however, that either the Company or Executive may, by notice to the other given at least six (6) months prior to
the scheduled expiration of the Term or any then current renewal term, cause the Term or such then current renewal period to cease
to extend automatically. Upon such notice, the Term shall terminate upon the expiration of the then-current term, including any
prior extensions. Notwithstanding the foregoing, following the occurrence of a Change of Control, the Company may not cause the
Term to expire earlier than the second (2nd) anniversary of the Change of Control.


 









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3.                 
Extent of Service. During the Term, and excluding any periods of vacation, holiday, sick leave and Company-approved
leave of absence to which Executive is entitled in accordance with Company policies, Executive agrees to devote substantially all
of his business time, attention, skill and efforts exclusively to the faithful performance of his duties hereunder. It shall not
be a violation of this Agreement for Executive to (i) devote reasonable time to charitable or community activities, (ii) serve
on corporate, civic, educational or charitable boards or committees, subject to the Company’s standards of business conduct
or other code of ethics, (iii) deliver lectures or fulfill speaking engagements from time to time on an infrequent basis, and/or
(iv) manage personal business interests and investments, subject to the Company’s standards of business conduct or other
code of ethics, and so long as such activities do not interfere in a material manner or on a routine basis with the performance
of Executive’s responsibilities under this Agreement.


 


4.                 
Compensation and Benefits.


 


(a)               
Base Salary. During the Term, the Company will pay to Executive base salary at the rate of Five Hundred Fifty Thousand
Dollars ($550,000) per year (“Base Salary”), less normal withholdings, payable in approximately equal bi-weekly or
other installments as are or become customary under the Company’s payroll practices for its employees from time to time.
The Compensation Committee of the Board of Directors of the Company (or the full Board, if there is no Compensation Committee)
shall review Executive’s Base Salary annually and may increase (but not decrease) Executive’s Base Salary from year
to year. Such adjusted salary then shall become Executive’s Base Salary for purposes of this Agreement. The annual review
of Executive’s salary by the Board will consider, among other things, Executive’s own performance, and the Company’s
performance.


 


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


 


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


 


(ii)              
during the Term, Executive will be eligible for grants, under the Company’s long-term incentive plan or plans, of
stock options and/or restricted stock awards (or such other stock-based awards as the Company makes to Peer Executives). Nothing
herein requires the Board of Directors to make grants of options or other awards in any year.


 


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


 






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


 


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


 


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


 


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


 


(h)              
Annual Compensation Review. As set forth in Section 4(a) herein, on an annual basis the Compensation Committee of
the Board of Directors of the Company shall conduct an overall review of Executive’s compensation package including base
salary, short term incentives and long-term incentives. This review shall be based on input from the Chief Executive Officer of
the Company and a review of Executive’s performance and the Company’s performance. In addition, on an annual basis,
the Chief Executive Officer of the Company and the Chair of the Compensation Committee shall review with Executive his compensation
package, including any compensation surveys and other comparable data used by the Compensation Committee to establish Executive’s
compensation package. As set forth above, this review will not result in a decrease in Executive’s Base Salary from the previous
year.


 


(i)                
One-Time Equity Grant and Cash Bonus. Solely in consideration of Executive’s execution of this Agreement, the
Compensation Committee of the Board of Directors has authorized (i) a one-time equity grant in the amount of Thirty Thousand (30,000)
shares of restricted stock to be issued to Executive to be granted June 1, 2016 (the “Grant Date”) and (ii) a one-time
cash bonus in the amount of One Hundred Fifty Thousand Dollars ($150,000.00). The Thirty Thousand (30,000) shares of restricted
stock will vest as to twenty percent (20%) of the shares on each of the first five (5) anniversaries of the Grant Date and will
be subject to the terms set forth in this Agreement and in the Company’s standard restricted stock agreement.


 


5.                 
Change of Control. For the purposes of this Agreement, a “Change of Control” shall mean the occurrence
of any of the following events:


 


(a)               
individuals who, on the Agreement Date, constitute the Board of Directors of the Company (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Agreement
Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then
on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director
of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election
Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (such
term for purposes of this Section 5 being as defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange
Act”) and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”),
including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent
Director; or


 






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


 


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


 






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


 


6.                 
Termination of Employment.


 


(a)               
Death or Retirement. Executive’s employment shall terminate automatically upon Executive’s death or Retirement
during the Term. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s
then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination
after age sixty-five (65) with at least ten (10) years of service.


 


(b)              
Disability. If the Company determines in good faith that the Disability (as defined below) of Executive has occurred
during the Term, it may give to Executive written notice of its intention to terminate Executive’s employment. In such event,
Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such written
notice by Executive (the “Disability Effective Date”), provided that, within the thirty (30) days after such receipt,
Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability”
shall have the same meaning as provided in the long-term disability plan or policy maintained by the Company and covering Executive.
If no such long-term disability plan or policy is maintained, “Disability” shall mean the inability of Executive, as
determined by the Board of Directors, to perform the essential functions of his regular duties and responsibilities, with or without
reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected
to last) for a period of six (6) consecutive months.


 


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


 


(i)                
any conduct by Executive involving moral turpitude that has a material adverse impact on the Company or on Executive’s
ability to perform his duties hereunder;


 


(ii)              
Executive’s commission or conviction of, or pleading guilty or nolo contendere (or any similar plea
or admission) to, a felony or a criminal act involving dishonesty or other moral turpitude;


 


(iii)            
any failure to abide by any material laws applicable to him in his capacity as an employee or executive of the Company or
applicable to the Company or any of its parents or subsidiaries;


 






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(iv)            
any failure or refusal on the part of Executive to perform his duties under this Agreement or to obey lawful directives
from the Board of Directors or Chief Executive Officer of the Company, or either of their designees, if not remedied within ten
(10) business days after Company’s providing notice thereof;


 


(v)              
any violation of any policy of Company relating to equal employment opportunity, harassment, business conduct or conflict
of interest;


 


(vi)            
use of illegal drugs, abuse of other controlled substances or working under the influence of alcohol or other controlled
substances; and


 


(vii)          
any breach by Executive of any obligation under this Agreement if not remedied within ten (10) business days after Company’s
providing notice thereof.


 


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


 


(i)                
a material reduction by the Company in Executive’s Base Salary as in effect on the Agreement Date (which reduction
in Base Salary is not permitted by Section 4(a) hereof) or as the same may be increased from time to time;


 


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


 


(iii)            
the material breach by the Company of any of the financial obligations of Company set forth in this Agreement;







 


(iv)            
after the occurrence of a Change of Control, a material diminution in Executive’s position, authority, duties or responsibilities;
or


 


(v)              
after the occurrence of a Change of Control, a change in the geographic location greater than a seventy-five (75)-mile radius
from Lafayette, LA at which Executive must perform services or be required to maintain an office.


 


Any claim of “Good Reason” under
this Agreement shall be communicated by Executive to the Company in writing, which writing shall specifically identify the factual
details concerning the event(s) giving rise to Executive’s claim of Good Reason under this Section 6(d). The Company shall
have an opportunity to cure any claimed event of Good Reason within thirty (30) days of such notice from Executive. Good Reason
shall cease to exist for an event or condition described in clauses (i), (ii) and (iii) above on the ninetieth (90th)
day following its occurrence, unless Executive has given the Company written notice thereof prior to such date.


 


(e)               
Notice of Termination. Any termination by the Company for Cause, or by Executive for Good Reason, shall be communicated
by Notice of Termination to the other party hereto given in accordance with Section 15(f) of this Agreement. For purposes of this
Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision
in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) specifies the termination
date. The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, hereunder or preclude
Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executive’s or the Company’s
rights hereunder.


 






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


 


7.                 
Obligations of the Company upon Termination.


 


(a)               
Termination by Executive for Good Reason; Termination by the Company Other Than for Cause or Disability. If, during
the Term, the Company shall terminate Executive’s employment other than for Cause or Disability, or Executive shall terminate
employment for Good Reason within a period of one-hundred and eighty (180) days after the occurrence of the event giving rise to
Good Reason, then and, with respect to the payments and benefits described below, only if Executive executes a Release in substantially
the form of Exhibit A hereto (the “Release”):


 


(i)                
the Company shall provide to Executive in a single lump sum cash payment within thirty (30) days after the Date of Termination,
or if later, within five (5) days after the Release becomes effective and nonrevocable (but in no event shall such amount be payable
later than March 15 of the year following the year in with Executive’s employment was terminated), the aggregate of the following
amounts:


 


A.               
the sum of the following amounts, to the extent not previously paid to Executive (the “Accrued Obligations”):
(1) Executive’s Base Salary through the Date of Termination, and (2) any accrued pay in lieu of unused vacation (in accordance
with the Company’s vacation policy; and


 


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


 


(x)if the Date of Termination occurs
before, or more than two (2) years after, the occurrence of a Change of Control, the severance payment shall be the product of
one-and-a-half (1.5) times the sum of (1) Executive’s Base Salary in effect as of the Date of Termination (ignoring any decrease
in Executive’s Base Salary unless consented to by Executive), and (2) the greater of the average of the annual cash bonuses
earned by Executive for the two (2) fiscal years in which annual bonuses were paid immediately preceding the year in which the
Date of Termination occurs, or Executive’s Target Bonus for the year in which the Date of Termination occurs; or


 






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


 


(ii)              
the Company shall pay to Executive, in a single lump sum cash payment at the time that annual bonuses are paid to Peer Executives,
or such later date as may be required pursuant to Section 15(i), an annual bonus for the year in which the Date of Termination
occurs, equal to (i) the bonus, if any, that would have been earned by Executive under the annual incentive bonus plan for such
year if he had remained employed on such payment date, based on actual performance under applicable financial metrics, multiplied
by (ii) a fraction, the numerator of which is the number of days worked by Executive during such final year and the denominator
of which is three-hundred and sixty-five (365) (the “Prorated Final Year Bonus”); and


 


(iii)            
to the extent not theretofore paid or provided, the Company shall timely pay or deliver, as appropriate, all other benefits
due to Executive pursuant to any employee benefit plans or incentive plans maintained by the Company with respect to services rendered
by Executive prior to the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other
Benefits”).


 


(iv)            
In addition to the payments and benefits described in clauses (i), (ii) and (iii) above, Executive shall be entitled to
the following additional benefits:


 


A.               
If the Date of Termination occurs within two (2) years after the occurrence of a Change of Control, all grants of stock
options and other equity awards granted by the Company and held by Executive as of the Date of Termination will become immediately
vested and exercisable as of the Date of Termination and, to the extent necessary, this Agreement is hereby deemed an amendment
of any such outstanding stock option or other equity award;


 


B.                
If the Date of Termination occurs before a Change of Control or two (2) years following the occurrence of a Change of Control,
then, except as provided below, all grants of stock options and other equity awards granted by the Company and held by Executive
as of the Date of Termination will remain outstanding and will (i) continue to vest and become exercisable in accordance with their
current vesting schedule provided that Executive continues to comply with the provisions of Section 12 hereof following the Date
of Termination and during the Restricted Period (and any unvested award shall be forfeited in the event Executive breaches any
of the provisions of Section 12 during such period), and (ii) continue to vest and become exercisable in accordance with their
current vesting schedule without condition following the end of the Restricted Period provided that Executive complied with the
provisions of Section 12 hereof during the Restricted Period. Notwithstanding the foregoing, if Executive incurs a tax liability
with respect to an award of restricted stock prior to the time the restrictions on such restricted stock would lapse in accordance
with this Section 7(a)(iv)(B), the restrictions shall lapse on the date such tax liability arises with respect to the number of
whole shares of the Company’s common stock having a fair market value at such time no greater than the amount required to
satisfy all tax withholding requirements applicable thereto. The Company shall withhold such released shares to satisfy such withholding
obligations, and any unvested shares of restricted stock will be subject to the remaining vesting schedule. To the extent necessary,
this Agreement is hereby deemed an amendment of any such outstanding stock option or other equity award; and


 






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C.                
If Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits
to which Executive and/or Executive’s eligible dependents would be entitled under Section 4980B of the Code (COBRA), then
during the period that Executive is entitled to such coverage under COBRA (the “Coverage Period”), the Company shall
pay the excess of (i) the COBRA cost of such coverage, over (ii) the amount that Executive would have had to pay for such coverage
if he had remained employed during the Coverage Period and paid the active employee rate for such coverage, provided, however,
that the cost so paid on behalf of Executive by the Company will be deemed taxable income to Executive to the extent required by
law, and provided, further, that if Executive becomes eligible to receive group health benefits under a program of a subsequent
employer or otherwise (including coverage available to Executive’s spouse), the Company’s obligation to pay the cost
of health coverage as described herein shall cease, except as otherwise provided by law.


 


If Executive’s employment is terminated
by the Company without Cause prior to the occurrence of a Change of Control and if it can reasonably be shown that Executive’s
termination (i) was at the direction or request of a third party that had taken steps reasonably calculated to effect a Change
of Control after such termination, or (ii) otherwise occurred in anticipation of a Change of Control, and in either case a Change
of Control as defined hereunder does, in fact, occur, then Executive shall have the rights described in this Section 7(a) as if
the Change of Control had occurred on the date immediately preceding the Date of Termination.


 


Executive acknowledges and agrees that the receipt
of severance benefits provided in this Section 7(a) constitutes consideration for the restrictions on the conduct of Executive
contained in Section 12 of this Agreement.


 


(b)              
Death or Disability. If Executive’s employment is terminated by reason of his death or Disability during the
Term, all grants of stock options and other equity awards granted by the Company and held by Executive will become immediately
vested and exercisable as of the Date of Termination (and this Agreement is hereby deemed an amendment of any such outstanding
stock option or other equity award to the extent necessary), and this Agreement shall terminate without further obligations to
Executive or his estate, beneficiaries or legal representatives, other than for payment of Accrued Obligations and the timely payment
or provision of Other Benefits. Accrued Obligations shall be paid to Executive or his estate, beneficiary or legal representative,
as applicable, in a lump sum in cash within thirty (30) days of the Date of Termination. With respect to the provision of Other
Benefits, the term Other Benefits as used in this Section 7(b) shall include, without limitation, and Executive or his estate,
beneficiaries or legal representatives, as applicable, shall be entitled to receive, benefits under such plans, programs, practices
and policies relating to death, disability or retirement benefits, if any, as are applicable to Executive or his family on the
Date of Termination.


 






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(c)               
Cause, Voluntary Termination without Good Reason or Retirement. If Executive’s employment shall be terminated
for Cause during the Term, or if Executive voluntarily terminates employment during the Term without Good Reason or by reason of
his Retirement, this Agreement shall terminate without further obligations to Executive, other than for payment of Accrued Obligations
and the timely payment or provision of Other Benefits.


 


(d)              
Expiration of Term Following Notice. If either party gives notice under Section 2 to cause the Term to cease to extend
automatically, this Agreement shall terminate without further obligations to Executive upon the expiration of the then-current
term, provided, however, that if it is the Company who gives notice to Executive under Section 2 to cause the Term to cease
to extend automatically, then upon Executive’s termination of employment following such notice, all grants of stock options
and other equity awards granted by the Company and held by Executive as of the Date of Termination will remain outstanding and
will continue to vest and become exercisable in accordance with their current vesting schedule for so long as Executive voluntarily
complies with the restrictions of Section 13 hereof following the Date of Termination as if such restrictions applied to Executive.
Any unvested award shall be forfeited upon Executive’s failure to comply with any of the restrictions of Section 13 as if
such restrictions applied to Executive. To the extent necessary, this Agreement is hereby deemed an amendment of any such outstanding
stock option or other equity award.


 


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


 


8.                 
Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future
participation in any employee benefit plan, program, policy or practice provided by the Company and for which Executive may qualify,
except as specifically provided herein. Amounts which are vested benefits or which Executive is otherwise entitled to receive under
any employee benefit plan, policy, practice or program of the Company, its subsidiaries or any of its affiliated companies at or
subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program except as explicitly
modified by this Agreement.


 


9.                 
Full Settlement; No Obligation to Mitigate. The Company’s obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense
or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated
to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions
of this Agreement and, except as explicitly provided herein, such amounts shall not be reduced whether or not Executive obtains
other employment.


 






    	10



     

    

 


10.             
Certain Additional Payments by the Company.


 


(a)               
Notwithstanding any other contrary provisions in any plan, program or policy of the Company, if all or any portion of the
benefits payable under this Agreement, either alone or together with other payments and benefits which Executive receives or is
entitled to receive from the Company, would constitute a “parachute payment” within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reduce Executive’s payments and
benefits payable under this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed
by Section 4999 of the Code, but only if, by reason of such reduction, the net after-tax benefit shall exceed the net after-tax
benefit if such reduction were not made. “Net after-tax benefit” for these purposes shall mean the sum of (i) the total
amount payable to Executive under the Agreement, plus (ii) all other payments and benefits which Executive receives or is then
entitled to receive from the Company that, alone or in combination with the payments and benefits payable under the Agreement,
would constitute a “parachute payment” within the meaning of Section 280G of the Code (each such benefit hereinafter
referred to as an “Additional Parachute Payment”), less (iii) the amount of federal income taxes payable with respect
to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive
(based upon the rate in effect for such year as set forth in the Code at the time of the payment under the Agreement), less (iv)
the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by Section 4999 of
the Code. The parachute payments reduced shall be those that provide Executive the best economic benefit and to the extent any
parachute payments are economically equivalent with each other, each shall be reduced pro rata; provided, however, that
Executive may elect to have the non-cash payments and benefits due Executive reduced (or eliminated) prior to any reduction of
the cash payments due under this Agreement.


 


(b)              
All determinations required to be made under this Section 10 shall be made by the accounting firm that was the Company’s
independent auditor prior to the Change of Control or any other third party acceptable to Executive and the Company (the “Accounting
Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive. All fees and
expenses of the Accounting Firm shall be borne solely by the Company as set forth in Section 11(b) hereof. Absent manifest error,
any determination by the Accounting Firm shall be binding upon the Company and Executive.


 


(c)               
For purposes of determining whether and the extent to which any payments would constitute a “parachute payment”
(i) no portion of any payments or benefits that Executive shall have waived at such time and in such manner as not to constitute
a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the payments
shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive
and selected by the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2)
of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the excise tax, no portion of such payments
shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered,
within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (within the meaning set forth
in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any
deferred payment or benefit included in the payments shall be determined by the Accounting Firm in accordance with the principles
of Sections 280G(d)(3) and (4) of the Code.


 






    	11



     

    

 


11.             
Costs of Enforcement.


 


(a)               
In any action taken in good faith relating to the enforcement of this Agreement or any provision herein, Executive shall
be entitled to reimbursement for any and all costs and expenses incurred by him in enforcing or establishing his rights thereunder,
including, without limitation, reasonable attorneys' fees, whether suit be brought or not, and whether or not incurred in arbitration,
trial, bankruptcy or appellate proceedings, but only if and to the extent Executive is successful in asserting such rights. If
Executive becomes entitled to recover fees and expenses under this Section 11(a), the reimbursement of an eligible expense shall
be made within ten (10) business days after delivery of Executive’s respective written requests for payment accompanied with
such evidence of fees and expenses incurred as the Company reasonably may require, but in no event later than March 15 of the year
after the year in which such rights are established.


 


(b)              
Executive shall also be entitled to be paid all reasonable legal fees and expenses, if any, incurred in connection with
any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Internal Revenue Code to any payment
or benefit hereunder. Such reimbursement of expenses shall be made on a current basis, as incurred, and in no event later than
December 31 of the year following the calendar year in which the taxes that are the subject of the audit or proceeding are remitted
to the taxing authority, or where as a result of such audit or proceeding no taxes are remitted, December 31 of the year following
the calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the proceeding.


 


12.             
Restrictions on Conduct of Executive.


 


(a)               
General. Executive and the Company understand and agree that the purpose of the provisions of this Section 12 is
to protect legitimate business interests of the Company, as more fully described below, and is not intended to impair or infringe
upon Executive’s right to work, earn a living, or acquire and possess property from the fruits of his labor. Executive hereby
acknowledges that Executive has received good and valuable consideration for the post-employment restrictions set forth in this
Section 12 in the form of the compensation and benefits provided for herein. Executive hereby further acknowledges that the post-employment
restrictions set forth in this Section 12 are reasonable and that they do not, and will not, unduly impair his ability to earn
a living after the termination of this Agreement.


 






    	12



     

    

 


In addition, the parties acknowledge: (A) that
Executive’s services under this Agreement require unique expertise and talent in the provision of Competitive Services and
that Executive will have substantial contacts with customers, suppliers, advertisers and vendors of the Company; (B) that pursuant
to this Agreement, Executive will be placed in a position of trust and responsibility and he will have access to a substantial
amount of Confidential Information and Trade Secrets and that the Company is placing him in such position and giving him access
to such information in reliance upon his agreement to abide by the covenants set forth in this Section 12; (C) that due to Executive’s
unique experience and talent, the loss of Executive’s services to the Company under this Agreement cannot reasonably or adequately
be compensated solely by damages in an action at law; (D) that Executive is capable of competing with the Company; and (E) that
Executive is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained
in this Agreement.


 


Therefore, Executive shall be subject to the
restrictions set forth in this Section 12.


 


(b)              
Definitions. The following capitalized terms used in this Section 12 shall have the meanings assigned to them below,
which definitions shall apply to both the singular and the plural forms of such terms:


 


“Competitive Services” means
the business of providing post-acute healthcare services to patients through home nursing agencies, hospices, community based/private
duty agencies and long-term acute care hospitals.


 


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


 


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


 


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


 






    	13



     

    

 


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


 


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


 


“Protected Employees” means
employees of the Company who were employed by the Company or its affiliates at any time within six (6) months prior to the Determination
Date, other than those who were discharged by the Company or such affiliated employer without cause.


 


“Restricted Period” means
the Term, and if Executive’s employment is terminated for any reason during the Term or if Executive has given notice to
the Company under Section 2 to cause the Term to cease to extend automatically, the Restricted Period shall mean the Term plus
twenty-four (24) months (or the Term plus six (6) months if Executive’s termination occurs within two (2) years after the
occurrence of a Change of Control); provided, however, that the Restricted Period shall end with respect to the covenants
in clauses (ii), (iii) and (iv) of Section 12(c) on the sixtieth (60th) day after the Date of Termination in the event
the Company breaches its obligation, if any, to make any payment required under Section 7(a)(i).


 


“Restricted Territory” means
the geographical territories described on Exhibit B hereto. The Company and Executive agree that Exhibit B shall
be periodically reviewed and updated as necessary to maintain a current and complete description of the geographic territories
in which the Company does business.


 


“Restrictive Covenants” means
the restrictive covenants contained in Section 12(c) hereof.


 


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


 


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


 






    	14



     

    

 


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


 


(c)               
Restrictive Covenants.


 


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


 


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


 


Executive acknowledges that any and all
Confidential Information is the exclusive property of the Company and agrees to deliver to the Company on the Date of Termination,
or at any other time the Company may request in writing, any and all Confidential Information which he may then possess or have
under his control in whatever form same may exist, including, but not by way of limitation, hard copy files, soft copy files, computer
disks, and all copies thereof.


 


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


 






    	15



     

    

 


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


 


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


 


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


 






    	16



     

    

 


(vi)            
Third Party Information. Executive understands that the Company and its affiliates will receive Third Party Information.
During the Term and thereafter, and without in any way limiting the provisions of Section 12(c)(i) above, Executive will hold Third
Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company or its affiliates
who need to know such information in connection with their work for the Company or its affiliates) or use, except in connection
with his work for the Company or its affiliates, Third Party Information unless expressly authorized by a member of the Board of
Directors in writing.


 


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


 


(d)              
Enforcement of Restrictive Covenants.


 


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


 


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


 






    	17



     

    

 


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


 


13.             
Consent to Jurisdiction. The Company and Executive irrevocably consent to the exclusive jurisdiction and venue of
the 15th Judicial District Court in Lafayette, Louisiana, in any judicial proceeding brought to enforce this Agreement. The parties
agree that any forum is an inconvenient forum and that a lawsuit (or non-compulsory counterclaim) brought by one party against
another party, in a court of any jurisdiction other than the 15th Judicial District Court in Lafayette, Louisiana should be forthwith
dismissed or transferred to 15th Judicial District Court in Lafayette, Louisiana.


 


14.             
Assignment and Successors.


 


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


 


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


 


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


 


15.             
Miscellaneous.


 


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


 


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


 






    	18



     

    

 


(c)               
Other Agents. Nothing in this Agreement is to be interpreted as limiting the Company from employing other personnel
on such terms and conditions as may be satisfactory to it, except that this Section 15(c) shall not override the provision of Section
6(d)(i).


 


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


 


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


 


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


 





	 	To the Company:	LHC Group, Inc.
	 	 	901 Hugh Wallis Road South
	 	 	Lafayette, LA 70508
	 	 	Attention: Legal Department
	 	 	 
	 	To Executive:	To the address of Executive on file with the Company
























 


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


 


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


 


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


 






    	19



     

    

 


(i)                
Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would
constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or
distributable under this Agreement by reason of Executive’s separation from service during a period in which he is a Specified
Employee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section
1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):


 


(i)                
if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such
non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the first day of the seventh (7th)
month following Executive’s separation from service; and


 


(ii)              
if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that would otherwise
be payable during the six (6)-month period immediately following Executive’s separation from service will be accumulated
and Executive’s right to receive payment or distribution of such accumulated amount will be delayed until the earlier of
Executive’s death or the first day of the seventh (7th) month following Executive’s separation from service,
whereupon the accumulated amount will be paid or distributed to Executive and the normal payment or distribution schedule for any
remaining payments or distributions will resume.


 


For purposes of this Agreement, the term “Specified
Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder (“Final 409A Regulations”),
provided, however, that, as permitted in the Final 409A Regulations, the Company’s Specified Employees and its application
of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board
of Directors or a committee thereof, which shall be applied consistently with respect to all nonqualified deferred compensation
arrangements of the Company, including this Agreement.


 


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


 


[Remainder of Page Intentionally Left Blank; Signatures
on Next Page]


 


 


 



    	20



     

    




 


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


 





	 	 	LHC GROUP, INC.
	 	 	 
	 	 	By:  	/s/ Keith G. Myers
	 	 	 	Keith G. Myers
	 	 	 	Chairman and Chief Executive Officer
	 	 	 	 
	 	 	 
	 	 	EXECUTIVE:
	 	 	 
	 	 	/s/ Donald D. Stelly
	 	 	Donald D. Stelly






 





 





 


 


 






    	21



     

    

EXHIBIT A


 


Form of Release


 


THIS RELEASE ("Release") is granted
effective as of the ____ day of _________, 20__, by ________ ("Executive") in favor of LHC Group, Inc. (the "Company").
This is the Release referred to that certain Employment Agreement effective as of _________, 20__ by and between the Company and
Executive (the "Employment Agreement"), with respect to which this Release is an integral part.


 


FOR AND IN CONSIDERATION of the payments and
benefits provided by Section 7 of the Employment Agreement and the Company's other promises and covenants as recited in the Employment
Agreement, the receipt and sufficiency of which are hereby acknowledged, Executive, for himself, his successors and assigns, now
and forever hereby releases and discharges the Company and all its past and present officers, directors, stockholders, employees,
agents, parent corporations, predecessors, subsidiaries, affiliates, estates, successors, assigns, benefit plans, consultants,
administrators, and attorneys (hereinafter collectively referred to as "Releasees") from any and all claims, charges,
actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, promises, demands or liabilities
(hereinafter collectively referred to as "Claims") whatsoever, in law or in equity, whether known or unknown, which Executive
ever had or now has from the beginning of time up to the date this Release ("Release") is executed, including, but not
limited to, claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, Title
VII of the Civil Rights Act of 1964 (and all of its amendments), the Americans with Disabilities Act, as amended, or any other
federal or state statutes, all tort claims, all claims for wrongful employment termination or breach of contract, and any other
claims which Executive has, had, or may have against the Releasees on account of or arising out of Executive's employment with
or termination from the Company; provided, however, that nothing contained in this Release shall in any way diminish or impair
(i) any rights of Executive to the benefits conferred or referenced in the Employment Agreement or Executive's Retention Bonus
Agreement with the Company, (ii) any rights to indemnification that may exist from time to time under the Company’s bylaws,
certificate of incorporation, Louisiana law or otherwise, or (iii) Executive's ability to raise an affirmative defense in connection
with any lawsuit or other legal claim or charge instituted or asserted by the Company against Executive.


 


Without limiting the generality of the foregoing,
Executive hereby acknowledges and covenants that in consideration for the sums being paid to him he has knowingly waived any right
or opportunity to assert any claim that is in any way connected with any employment relationship or the termination of any employment
relationship which existed between the Company and Executive. Executive further understands and agrees that he has knowingly relinquished,
waived and forever released any and all remedies arising out of the aforesaid employment relationship or the termination thereof,
including, without limitation, claims for backpay, front pay, liquidated damages, compensatory damages, general damages, special
damages, punitive damages, exemplary damages, costs, expenses and attorneys' fees. Nothing in this Release shall constitute a waiver
of Executive's right to file an administrative charge with the Equal Employment Opportunity Commission or other government agency
authorized to handle administrative employment claims, but Executive shall not receive or accept, and waives his right to, any
monetary relief or remedies obtained on his behalf by any agency, organization, or other person.


 






    	A-1



     

    

 


Executive specifically acknowledges and agrees
that he has knowingly and voluntarily released the Company and all other Releasees from any and all claims arising under the Age
Discrimination in Employment Act ("ADEA"), 29 U.S.C. § 621, et seq., which Executive ever had or now has from the
beginning of time up to the date this Release is executed, including but not limited to those claims which are in any way connected
with any employment relationship or the termination of any employment relationship which existed between the Company and Executive.
Executive further acknowledges and agrees that he has been advised to consult with an attorney prior to executing this Release
and that he has been given twenty one (21) days to consider this Release prior to its execution. Executive also understands that
he may revoke this Release at any time within seven (7) days following its execution. Executive understands, however, that this
Release shall not become effective and that none of the consideration described above shall be paid to him until the expiration
of the seven day revocation period.


 


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


 


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


 


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


 


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


 


Executive acknowledges and agrees that this
Release may not be revoked at any time after the expiration of the seven-day revocation period and that he will not institute any
suit, action, or proceeding, whether at law or equity, challenging the enforceability of this Release. Executive further acknowledges
and agrees that, with the exception of an action to challenge his waiver of claims under the ADEA, he shall not ever attempt to
challenge the terms of this Release, attempt to obtain an order declaring this Release to be null and void, or institute litigation
against the Company or any other Releasee based upon a claim which is covered by the terms of the release contained herein, without
first repaying all monies paid to him under Section 7 of the Employment Agreement. Furthermore, with the exception of an action
to challenge his waiver of claims under the ADEA, if Executive does not prevail in an action to challenge this Release, to obtain
an order declaring this Release to be null and void, or in any action against the Company or any other Releasee based upon a claim
which is covered by the release set forth herein, Executive shall pay to the Company and/or the appropriate Releasee all their
costs and attorneys' fees incurred in their defense of Executive's action.


 






    	A-2



     

    

 


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


 


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


 


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


 


 


 





 


Sworn to and subscribed


before me this _____ day of


______________, 20___.


 


_____________________


Notary Public


 


My Commission Expires:


 


_____________________


 


 


 


 






    	A-3



     

    




EXHIBIT B


 


Restricted Territory


 


The Restricted Territory shall include the following counties and parishes in the states
where the Company and its subsidiaries and affiliates conduct business:


 


ALABAMA


Autauga, Baldwin, Barbour, Bibb, Blount, Bullock, Butler, Calhoun, Chambers, Choctaw,
Clarke, Clay, Cleburne, Coffee, Colbert, Conecuh, Coosa, Covington, Crenshaw, Cullman, Dale, Dallas, DeKalb, Elmore, Escambia,
Etowah, Fayette, Franklin, Geneva, Greene, Hale, Henry, Houston, Jackson, Jefferson, Lamar, Lauderdale, Lawrence, Lee, Limestone,
Lowndes, Macon, Madison, Marengo, Marion, Marshall, Mobile, Monroe, Montgomery, Morgan, Perry, Pickens, Pike, Randolph, Russell,
Shelby, St. Clair, Talladega, Tallapoosa, Tuscaloosa, Walker, Washington, Wilcox, Winston


 


ARIZONA


Cochise, Coconino, Gila, Maricopa, Navajo, Pima, Pinal, Santa Cruz, Yavapai


 


ARKANSAS


Arkansas, Ashley, Baxter, Benton, Boone, Bradley, Calhoun, Carroll, Clark, Cleburne,
Cleveland, Conway, Crawford, Crittenden, Cross, Dallas, Desha, Drew, Faulkner, Franklin, Fulton, Garland, Grant, Hempstead, Hot
Spring, Howard, Independence, Izard, Jackson, Jefferson, Johnson, Lafayette, Lawrence, Lee, Lincoln, Little River, Logan, Lonoke,
Madison, Marion, Miller, Mississippi, Monroe, Montgomery, Nevada, Newton, Ouachita, Perry, Phillips, Pike, Poinsett, Polk, Pope,
Prairie, Pulaski, Randolph, Saline, Scott, Searcy, Sebastian, Sevier, Sharp, St. Francis, Stone, Union, Van Buren, Washington,
White, Woodruff, Yell


 


CALIFORNIA


Alameda, Butte, Contra Costa, Glenn, Merced, San Joaquin, Shasta, Solano, Stanislaus,
Tehama


 


COLORADO


Adams, Alamosa, Arapahoe, Boulder, Broomfield, Conejos, Costilla, Denver, Douglas, El
Paso, Elbert, Huerfano, Jefferson, Larimer, Lincoln, Rio Grande, Saguache, Teller, Washington, Weld


 


FLORIDA


Alachua, Citrus, Escambia, Lake, Levy, Marion, Okaloosa, Putnam, Santa Rosa, Sumter,
Walton


 


GEORGIA


Atkinson, Banks, Barrow, Bartow, Ben Hill, Berrien, Brooks, Butts, Carroll, Catoosa,
Chattooga, Cherokee, Clarke, Clayton, Clinch, Cobb, Colquitt, Cook, Coweta, Dade, Dawson, Decatur, Dekalb, Douglas, Echols, Fannin,
Fayette, Floyd, Forsyth, Fulton, Gilmer, Gordon, Grady, Gwinnett, Habersham, Hall, Haralson, Harris, Heard, Henry, Irwin, Jackson,
Lanier, Lowndes, Lumpkin, Madison, Meriwether, Murray, Muscogee, Newton, Oconee, Paulding, Pickens, Polk, Rabun, Rockdale, Spalding,
Stephens, Thomas, Tift, Towns, Troup, Turner, Union, Walker, Walton, Ware, White, Whitfield, Worth


 






    	B-1



     

    

IDAHO


Ada, Bannock, Bear Lake, Benewah, Bingham, Blaine, Boise, Bonner, Bonneville, Butte,
Camas, Canyon, Caribou, Cassia, Clark, Custer, Elmore, Franklin, Freemont, Gem, Gooding, Jefferson, Jerome, Kootenai, Lemhi, Lincoln,
Madison, Minidoka, Oneida, Owyhee, Payette, Power, Shoshone, Teton, Twin Falls


 


ILLINOIS


Alexander, Bond, Bureau, Calhoun, Cass, Champaign, Christian, Clark, Clay, Clinton, Coles,
Cook, Crawford, Cumberland, Dewitt, Douglas, DuPage, Edgar, Edwards, Effingham, Fayette, Ford, Franklin, Fulton, Gallatin, Greene,
Grundy, Hamilton, Hardin, Henry, Iroquois, Jackson, Jasper, Jefferson, Jersey, Johnson, Kane, Kankakee, Knox, Lake, Lasalle, Lawrence,
Lee, Livingston, Logan, Macon, Macoupin, Madison, Marion, Marshall, Mason, Massac, McHenry, Mclean, Menard, Mercer, Monroe, Montgomery,
Morgan, Moultrie, Peoria, Perry, Piatt, Pope, Pulaski, Putnam, Randolph, Richland, Rock Island, Saline, Sangamon, Scott, Shelby,
St. Clair, Stark, Tazewell, Union, Vermillion, Wabash, Washington, Wayne, White, Whiteside, Will, Williamson, Woodford


 


KENTUCKY


Allen, Anderson, Boone, Bourbon, Boyle, Butler, Caldwell, Campbell, Casey, Christian,
Clark, Clinton, Crittenden, Cumberland, Daviess, Edmonson, Estill, Fayette, Franklin, Fulton, Garrard, Grayson, Green, Hardin,
Harrison, Hart, Henderson, Hickman, Jessamine, Kenton, Lincoln, Livingston, Logan, Lyon, Madison, Marshall, Mercer, Metcalfe,
McCreary, Monroe, Nicholas, Owen, Pulaski, Rockcastle, Russell, Scott, Simpson, Taylor, Todd, Trigg, Union, Warren, Wayne, Webster,
Woodford


 


LOUISIANA


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


 


MARYLAND


Anne Arundel, Baltimore, Jurisdiction of Baltimore City, Calvert, Caroline, Carroll,
Charles, Dorchester, Frederick, Harford, Howard, Montgomery, Prince George’s, Queen Anne’s, St. Mary’s, Talbot,
Washington, Wicomico, Worcester.


 


MISSISSIPPI


Adams, Amite, Attala, Benton, Calhoun, Carroll, Chickasaw, Choctaw, Claiborne, Clarke,
Clay, Coahoma, Copiah, Covington, Desoto, Forrest, Franklin, George, Greene, Grenada, Hancock, Harrison, Hinds, Holmes, Humphreys,
Issaquena, Jackson, Jasper, Jefferson, Jefferson Davis, Jones, Kemper, Lafayette, Lamar, Lauderdale, Lawrence, Leake, Leflore,
Lincoln, Lowndes, Madison, Marion, Marshall, Montgomery, Neshoba, Newton, Noxubee, Oktibbeha, Panola, Pearl River, Perry, Pike,
Pontotoc, Quitman, Rankin, Scott, Sharkey, Simpson, Smith, Stone, Sunflower, Tallahatchie, Tate, Tippah, Tunica, Union, Walthall,
Warren, Washington, Wayne, Webster, Wilkinson, Winston, Yalobusha, Yazoo


 






    	B-2



     

    

MISSOURI


Audrain, Barry, Barton, Bollinger, Butler, Camden, Cape Girardeau, Carter, Cedar, Christian,
Dade, Dallas, Douglas, Dunklin, Franklin, Gasconade, Greene, Hickory, Howell, Jasper, Lawrence, Laclede, Lincoln, Marion, McDonald,
Mississippi, Monroe, Montgomery, New Madrid, Newton, Ozark, Pemiscot, Pike, Pulaski, Polk, Ralls, Reynolds, Scott, Shelby, St.
Charles, St. Louis, Stoddard, Stone, Taney, Texas, Warren, Wayne, Webster, Wright


 


NORTH CAROLINA


Alamance, Beaufort, Bladen, Brunswick, Carteret, Caswell, Chatham, Columbus, Craven,
Cumberland, Duplin, Durham, Edgecombe, Franklin, Granville, Greene, Guilford, Halifax, Harnett, Hoke, Johnston, Jones, Lee, Lenoir,
Martin, Moore, Nash, New Hanover, Onslow, Orange, Pamlico, Pender, Person, Pitt, Randolph, Robeson, Rockingham, Sampson, Vance,
Wake, Warren, Wayne, Wilson


 


OHIO


Adams, Athens, Belmont, Brown, Coshocton, Fairfield, Fayette, Gallia, Guernsey, Harrison,
Highland, Hocking, Jackson, Jefferson, Lawrence, Licking, Meigs, Monroe, Morgan, Muskingum, Noble, Perry, Pickaway, Pike, Ross,
Scioto, Tuscarawas, Vinton, Washington


 


OREGON


Benton, Clackamas, Douglas, Jackson, Josephine, Linn, Marion, Multnomah, Polk, Washington,
Yamhill


 


RHODE ISLAND


Bristol, Kent, Newport, Providence, Washington


 


SOUTH CAROLINA


Abbeville, Aiken, Allendale, Anderson, Bamberg, Barnwell, Beaufort, Berkeley, Calhoun,
Charleston, Cherokee, Chester, Chesterfield, Clarendon, Colleton, Darlington, Dillon, Dorchester, Edgefield, Fairfield, Florence,
Georgetown, Greenville, Greenwood, Hampton, Horry, Jasper, Kershaw, Lancaster, Laurens, Lee, Lexington, Marion, Marlboro, McCormick,
Newberry, Oconee, Orangeburg, Pickens, Richard, Richland, Saluda, Spartanburg, Sumter, Union, Williamsburg, York


 


TENNESSEE


Anderson, Bedford, Benton, Bledsoe, Blount, Bradley, Campbell, Cannon, Carroll, Carter,
Cheatham, Chester, Claiborne, Clay, Cocke, Coffee, Crockett, Cumberland, Davidson, Decatur, Dekalb, Dickson, Dyer, Fayette, Fentress,
Franklin, Gibson, Giles, Grainger, Greene, Grundy, Hamblen, Hamilton, Hancock, Hardeman, Hardin, Hawkins, Haywood, Henderson, Henry,
Hickman, Houston, Humphreys, Jackson, Jefferson, Johnson, Knox, Lake, Lauderdale, Lawrence, Lewis, Lincoln, Loudon, Macon, Madison,
Marion, Marshall, Maury, McMinn, McNairy, Meigs, Monroe, Montgomery, Moore, Morgan, Obion, Overton, Perry, Pickett, Polk, Putnam,
Rhea, Roane, Robertson, Rutherford, Scott, Sequatchie, Sevier, Shelby, Smith, Stewart, Sullivan, Sumner, Tipton, Trousdale, Unicoi,
Union, Van Buren, Warren, Washington, Wayne, Weakley, White, Williamson, Wilson


 






    	B-3



     

    

TEXAS


Andrews, Angelina, Armstrong, Borden, Bowie, Briscoe, Camp, Carson, Cass, Castro, Cherokee,
Collin, Crane, Crosby, Dallas, Dawson, Deaf Smith, Delta, Denton, Donley, Ector, Ellis, Erath, Fannin, Floyd, Franklin, Garza,
Glasscock, Gray, Grayson, Gregg, Hale, Hall, Hardin, Harrison, Hartley, Hockley, Hood, Hopkins, Howard, Hunt, Hutchinson, Jefferson,
Johnson, Kaufman, Lamar, Lamb, Liberty, Loving, Lubbock, Lynn, Marion, Martin, Midland, Moore, Morris, Nacogdoches, Oldham, Orange,
Panola, Parker, Pecos, Polk, Potter, Rains, Randall, Reagan, Red River, Reeves, Rockwell, Rusk, San Jacinto, Shelby, Smith, Somervell,
Swisher, Tarrant, Terry, Titus, Tyler, Upshur, Upton, Ward, Winkler, Wise, Wood


 


VIRGINIA


Bedford, Bedford City, Bland, Botetourt, Carroll, Craig, Floyd, Franklin, Galax City,
Giles, Grayson, Montgomery, Pulaski, Roanoke, Roanoke City, Smyth, Tazewell, Wythe


 


WASHINGTON


Adams, Clallam, Cowlitz, Ferry, Grant, Grays Harbor, Jefferson, King, Lewis, Lincoln,
Mason, Pacific, Pend Oreille, Pierce, Snohomish, Spokane, Stevens, Thurston, Wahkiakum


 


WEST VIRGINIA


Barbour, Boone, Braxton, Cabell, Calhoun, Doddridge, Fayette, Gilmer, Grant, Greenbrier,
Hampshire, Hardy, Harrison, Jackson, Kanawha, Lewis, Lincoln, Logan, Marion, Marshall, Mason, McDowell, Mercer, Mingo, Monongalia,
Monroe, Nicholas, Ohio, Pendleton, Pleasants, Pocahontas, Preston, Putnam, Raleigh, Randolph, Ritchie, Roane, Summers, Taylor,
Tucker, Tyler, Upshur, Wayne, Webster, Wetzel, Wirt, Wood, Wyoming


 


WISCONSIN


Dodge, Fond Du Lac, Jefferson, Kenosha, Milwaukee, Ozaukee, Racine, Rock, Sheboygan,
Walworth, Washington, Waukesha


 


 


 


B-4