EX-10.1



 Exhibit 10.1 
 As of February 24, 2014 
 Mr. William F. Borne 

[Address Redacted] 
 Re: Amended and Restated Employment Agreement dated as of January 3, 2011, as further amended on December 29, 2011 and December 19, 2012 (the “Agreement”), by and between
Amedisys, Inc. (the “Company”), Amedisys Holding, L.L.C., and William F. Borne 
 Dear Bill: 

The purpose of this letter agreement is to set forth our mutual understanding concerning the Agreement and your departure from the
Company. Specifically, we have agreed: 
 (i) That your stepping down as CEO, Chairman and Director
effective immediately shall, for all purposes, be treated as a “termination by Executive for Good Reason” under the Agreement. Without limitation, the provisions relating to payments due to you and the requirement that you execute a
release in favor of the Company and others, as well as provisions relating to non-competition, non-solicitation and standstill, shall be in full force and effect. Notwithstanding the foregoing, it is agreed that the Restricted Period (as defined in
the Agreement) shall terminate 24 months following the date of the 2014 Annual Meeting.
 (ii) That except as
provided below all outstanding equity awards shall be treated as required by the Agreement in the event of a “termination by Executive for Good Reason” and by the pertinent plans under which those awards are outstanding. 

(iii) That your non-performance based restricted stock awards will continue to vest until the date of the 2014 Annual
Meeting. 
 (iv) That the Company agrees to provide you a total of sixty thousand dollars ($60,000.00), payable
in 12 monthly installments of five thousand dollars ($5,000), to be used by you at your discretion, including to obtain office space and secretarial support should you desire to do so. 

(v) That you agree you will not make any public comment on this matter beyond the information disclosed in the press
release that was issued by the Company today. 
 (vi) That you agree to be available to Ronnie LaBorde, Don
Washburn and myself to answer discrete questions that may arise, or address discrete issues with respect to which we may seek your input. It is understood and agreed that any assistance that Ronnie or I may request in this regard will not require
any meaningful time commitment on your part. Should any matters arise which are reasonably anticipated to require a greater time commitment, we will negotiate a separate consulting arrangement with you to compensate you appropriately for your
effort. 







 (vii) That you agree you will not trade any Company shares until the Company
next opens its trading window pursuant to its Insider Trading policy, and will otherwise comply with the securities laws of the United States in connection with all trading activity. 

(viii) That as permitted by Section 8(j) of the Agreement: (1) the Company shall not commence making the
severance payments described in Section 8(c)(ii) of the Agreement until August 21, 2014 and (2) on August 21, 2014, the Company shall pay to you in a lump-sum payment any amounts that would have been payable to you under
Section 8(c)(ii) of the Agreement beginning with the calendar month that immediately follows the “Earliest Payment Date” (as such term is defined in the Agreement) and ending on August 20, 2014, but for the application of the
six-months-plus-one-day payment delay described in Section 8(j) of the Agreement. 
 If this letter agreement accurately
reflects our understanding concerning these matters, please so indicate by executing where indicated below.
  

			
	 Sincerely yours,

	
	 AMEDISYS, INC.

		
	 By:
	 	 /s/ David R. Pitts

	 David R. Pitts,

	Co-Chairman of the Board of Directors & Chairman of the Compensation Committee of the Board of Directors


  

	
	 Agreed:

	
	 /s/ William F. Borne

	 William F. Borne