Amended and Restated Employment Agreement dated December 29, 2011


 Exhibit 10.4 
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 
 BY AND AMONG 

AMEDISYS, INC., 
 AMEDISYS HOLDING, L.L.C. 
 AND 

T. A. BARFIELD, JR. 
 DATED AS OF DECEMBER 29, 2011 
 EFFECTIVE AS OF JANUARY 1, 2012







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	Section 1.	 	 Recitals
	  	 	1	  
			
	Section 2.	 	 Definitions
	  	 	1	  
			
	Section 3.	 	 Term of Employment
	  	 	3	  
			
	Section 4.	 	 Title, Position, Duties and Responsibilities
	  	 	4	  
			
	Section 5.	 	 Base Salary
	  	 	4	  
			
	Section 6.	 	 Employee Incentive Compensation and Benefit Programs
	  	 	4	  
			
	Section 7.	 	 Reimbursement of Business and Other Expenses
	  	 	5	  
			
	Section 8.	 	 Termination of Employment
	  	 	5	  
			
	Section 9.	 	 Forfeiture Provisions
	  	 	8	  
			
	Section 10.	 	 Confidentiality; Cooperation with Regard to Litigation; Non-Disparagement; Return of Company Materials
	  	 	10	  
			
	Section 11.	 	 Non-competition/Prior Employment Covenants
	  	 	11	  
			
	Section 12.	 	 Non-solicitation of Employees and Customers
	  	 	12	  
			
	Section 13.	 	 Standstill
	  	 	13	  
			
	Section 14.	 	 Remedies
	  	 	14	  
			
	Section 15.	 	 Resolution of Disputes
	  	 	15	  
			
	Section 16.	 	 Indemnification
	  	 	16	  
			
	Section 17.	 	 Potential Reduction in Payments
	  	 	17	  
			
	Section 18.	 	 Effect of Agreement on Other Benefits
	  	 	18	  
			
	Section 19.	 	 Assignability: Binding Nature; Solidary Obligations
	  	 	18	  
			
	Section 20.	 	 Representation
	  	 	19	  
			
	Section 21.	 	 Entire Agreement; Acknowledgment
	  	 	19	  
			
	Section 22.	 	 Amendment or Waiver
	  	 	19	  
			
	Section 23.	 	 Severability
	  	 	19	  
			
	Section 24.	 	 Survival
	  	 	19	  
			
	Section 25.	 	 Beneficiaries/References
	  	 	20	  
			
	Section 26.	 	 Governing Law/Exclusive Jurisdiction
	  	 	20	  
			
	Section 27.	 	 Notices
	  	 	20	  
			
	Section 28.	 	 Captions
	  	 	21	  
			
	Section 29.	 	 Counterparts
	  	 	21	  
			
	Section 30.	 	 Section 409A Compliance
	  	 	21	  







 AMENDED AND RESTATED EMPLOYMENT AGREEMENT 

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the
29th day of December, 2011, by and among Amedisys, Inc., a
Delaware corporation having its headquarters at 5959 South Sherwood Forest Boulevard, Baton Rouge, Louisiana, 70816 (the “Company”), Amedisys Holding, L.L.C., a Louisiana limited liability company having its headquarters at 5959
South Sherwood Forest Boulevard, Baton Rouge, Louisiana 70816 (“Holding”), and T. A. Barfield, Jr., a person of the age of majority having an address at [Redacted] (“Employee”). 

RECITALS 
 WHEREAS, the Company, Holding and Employee are parties to that certain Employment Agreement dated as of January 4, 2010, as amended by the First Amendment thereto dated January 3, 2011 (such
Employment Agreement and Amendment, collectively, the “Prior Agreement”); 
 WHEREAS, Employee, the
Company and Holding desire to amend and restate the Prior Agreement; 
 WHEREAS, effective as of January 1, 2012
(the “Effective Date”), the Company and Holding desire to continue to employ Employee as the Company’s Chief Development Officer, and Employee desires to accept such continued employment, pursuant to the terms and conditions of
this Agreement, which is intended to amend and restate the Prior Agreement; and 
 NOW, THEREFORE, in consideration of
the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company, Holding and Employee (individually a “Party” and together the
“Parties”) agree to be bound in accordance with the terms of this Agreement. 
 Section 1. Recitals. The
above Recitals are incorporated herein by this reference. 
 Section 2. Definitions. 

(a) The terms below are used in this Agreement, including the preamble and recitals, as so defined. As used herein, the following terms
shall have the following meanings: 
 “AAA” shall have the meaning set forth in Section 15. 

“Agreement” shall have the meaning set forth in the preamble above. 

“Award” shall have the meaning set forth in Section 9(a). 

“Award Gain” shall have the meaning set forth in Section 9(a). 

“Base Salary” shall have the meaning set forth in Section 5. 

  
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 “Board” shall mean the Board of Directors of the Company. 

“Cause” shall have the meaning set forth in Section 8(b). 

“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1984. 

“COBRA Period” shall have the meaning set forth in Section 8(c)(iv). 

“Code” shall mean the United States Internal Revenue Code of 1986, as amended, or any successor provision of law, and
the regulations promulgated thereunder. 
 “Company” shall have the meaning set forth in the preamble above.

 “Confidential Information” shall have the meaning set forth in Section 10(c). 

“Disability” shall have the meaning set forth in Section 8(a). 

“Earliest Payment Date” shall mean (i) if the amount paid is subject to Section 409A of
the Code and does not qualify for an exemption under Section 409A of the Code or regulations or other guidance promulgated thereunder, the fifty-second (52nd) day after Employee’s termination of employment and (ii) if the amount paid is not subject to
Section 409A of the Code or qualifies for an exemption under Section 409A of the Code or regulations or other guidance promulgated thereunder, the earlier of the date in (i) above or the first date that Employee’s release of
claims (as described in Section 8(e) becomes irrevocable. 
 “Effective Date” shall mean January 1,
2012. 
 “Employee” shall have the meaning set forth in the preamble above. 

“Excise Tax” shall have the meaning set forth in Section 17(a). 

“Fair Market Value” shall have the meaning set forth in Section 6. 

“Forfeiture Event” shall have the meaning set forth in Section 9(a). 

“409A Payment Date” shall have the meaning set forth in Section 8(f). 

“Holding” shall have the meaning set forth in the preamble above. 

“Net After-Tax Receipt” shall have the meaning set forth in Section 17(b). 

“Party” shall have the meaning set forth in the Recitals above. 

“Parties” shall have the meaning set forth in the Recitals above. 

  
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 “Payments” shall have the meaning set forth in Section 17(a).

 “Prior Agreement” shall have the meaning set forth in the Recitals above. 

“Proceeding” shall have the meaning set forth in Section 16(a). 

“Release Payment” shall have the meaning set forth in Section 8(c)(iii). 

“Restricted Area” shall have the meaning set forth in Section 11(a). 

“Restriction Period” shall have the meaning set forth in Section 11(b). 

“Standstill” shall have the meaning set forth in Section 13. 

“Subsidiary” shall have the meaning set forth in Section 10(d). 

“Third Party” shall have the meaning set forth in Section 17(c). 

“Term of Employment” shall have the meaning set forth in Section 3. 

“Willful” shall have the meaning set forth in Section 8(b). 

(b) References to “Sections,” “Subsections,” and “Attachments” shall be to Sections, Subsections and
Attachments, respectively, of this Agreement unless otherwise specifically provided. Any of the terms defined in Section 2(a) may, unless the context otherwise requires, be used in the singular or the plural depending on the reference. In this
Agreement, “hereof,” “herein,” “hereto,” “hereunder” and the like mean and refer to this Agreement as a whole and not merely to the specific section, paragraph or clause in which the respective word appears;
words importing gender include the other gender; references to “writing” include printing, typing lithography and other means of reproducing words in a tangible or visible form; the words “including,” “includes” and
“include” shall be deemed to be followed by the words “without limitation;” references to agreements and other contractual instruments shall be deemed to include subsequent amendments, assignments, and other modifications
thereto, but only to the extent such amendments, assignments and other modifications are not prohibited by the terms of this Agreement; references to Parties include their respective permitted successors and assigns; and all references to statutes
and regulations shall include any amendments of same and any successor statutes and regulations. 
 Section 3. Term of
Employment. The term of Employee’s employment under this Agreement (the “Term of Employment”) shall commence on the Effective Date and expire on December 31, 2012, unless terminated prior thereto in accordance with
Section 8 herein. This Agreement shall not be automatically renewable and, unless mutually extended by the Parties by an agreement in writing, shall terminate upon the expiration of the Term of Employment. 

  
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 Section 4. Title, Position, Duties and Responsibilities. 

(a) Generally. Employee shall serve as Chief Development Officer of the Company. Employee shall have and perform such
duties, responsibilities, and authorities as may be assigned to him by the Company’s Chief Executive Officer. Employee shall devote substantially all of his business time and attention (except for periods of vacation or absence due to illness
and other activities permitted pursuant to Section 4(b)) and his best efforts, abilities, experience and talent to the position of Chief Development Officer and for the Company’s businesses. Employee shall report directly to the Chief
Executive Officer of the Company. 
 (b) Other Activities. Anything herein to the contrary notwithstanding, nothing in
this Agreement shall preclude Employee from (i) serving on the boards of directors of a reasonable number of other corporations or the boards of a reasonable number of trade associations and/or charitable organizations after prior consultation
with and approval of the Chief Executive Officer, (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and affairs, provided that such activities do not materially interfere with
the proper performance of his duties and responsibilities under this Agreement. 
 (c) Place of Employment.
Employee’s principal place of employment shall be the corporate offices of the Company. 
 Section 5. Base Salary.
Employee shall be paid an annualized salary, payable in accordance with the regular payroll practices of the Company, of not less than Three Hundred Thousand Dollars ($300,000) (“Base Salary”). 

Section 6. Employee Incentive Compensation and Benefit Programs. While Employee remains employed by the Company: 

(a) Employee’s bonus and incentive awards, if any, shall be determined by the Chief Executive Officer; and 

(b) Employee shall be entitled to participate in such other compensation, pension and welfare benefit plans and programs of the Company
as are made available to the Company’s employees, generally, as such plans or programs may be in effect from time to time, including, without limitation, deferral, health, medical, dental, long-term disability, travel accident and life
insurance plans, subject to eligibility. The Company expressly retains the right to modify or terminate any such compensation, pension and welfare benefit plans and programs in its sole discretion. In no case shall Employee be awarded any options or
stock appreciation rights with an exercise price less than 100% of Fair Market Value. For purposes of this Agreement, “Fair Market Value” shall be equal to the price of the Company’s stock on the date of grant of such award as
determined pursuant to the related award. Employee acknowledges, understands and agrees that, per the terms of such plan, he shall not be entitled to participate in the “Amedisys Holding, L.L.C. Severance Plan for Senior Management
Leaders” effective May 4, 2010, as the same may be amended from time to time (or any successor plan). 

  
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 Section 7. Reimbursement of Business and Other Expenses. Employee is authorized to
incur reasonable expenses in carrying out his duties and responsibilities under this Agreement, and the Company shall promptly reimburse him for all such business expenses incurred in connection therewith, subject to documentation in accordance with
the Company’s business expense reimbursement policies. All such reimbursements will be made in any event no later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred. The expenses
reimbursed by the Company during any taxable year of Employee will not affect the expenses reimbursed by the Company in another taxable year. Further, this right to reimbursement is not subject to liquidation or exchange for another benefit.

 Section 8. Termination of Employment. 
 (a) Termination Due to Death or Disability. In the event Employee’s employment with the Company is terminated due to his death or Disability (as defined below), Employee, his estate or his
beneficiaries, as the case may be, shall be entitled to, and his or their sole remedies under this Agreement shall be: 
 (i) Base Salary through the date of death or Disability, which shall be paid in a single lump sum not later than 15 days following Employee’s termination of employment as a result of death or
Disability; 
 (ii) the balance of any incentive awards earned as of December 31 of the prior year (but not
yet paid), which shall be paid in a single lump sum not later than 15 days following Employee’s termination of employment as a result of death or Disability; 

(iii) the immediate vesting of all unvested equity awards held by Employee as of the date of death or Disability
(performance-based awards shall vest at the “target” level); and 
 (iv) all other or additional
benefits then due or earned in accordance with applicable plans and programs of the Company. 
 For purposes of this Agreement,
the term “Disability” has the same meaning as provided in the long-term disability plan or policy maintained (or, if applicable, most recently maintained) by the Company or, if applicable, a Subsidiary (as defined below) or
affiliate of the Company for Employee, whether or not Employee actually receives disability benefits under the plan or policy. If no long-term disability plan or policy was ever maintained on behalf of Employee, “Disability” means
“Permanent and Total Disability” as defined in Section 22(e)(3) of the Code. In a dispute, the determination whether Employee has suffered a Disability will be made by the Board and may be supported by the advice of a physician
competent in the area to which that Disability relates. 

  
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 (b) Termination by the Company for Cause. 

(i) “Cause” shall mean: 

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

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

(C) Employee engages in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out his
duties under this Agreement, willful violation of the Company’s code of conduct, or willfully fails to follow reasonable and lawful directives of the Board or the Chief Executive Officer which are consistent with this Agreement resulting, in
either case, in material harm to the financial condition or reputation of the Company; or 
 (D) Employee engages
in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes
Oxley Act of 2002. 
 For purposes of this Agreement, an act or failure to act on Employee’s part shall be considered
“willful” if it was done or omitted to be done by him intentionally and not in good faith, and shall not include any act or failure to act resulting from any incapacity of Employee. 

(ii) A termination for Cause shall not take effect until a determination by the Board that, in its judgment, grounds for
termination of Employee for Cause exist. 
 (iii) In the event the Company terminates Employee’s employment
for Cause, he shall be entitled to: 
 (A) Base Salary through the date of the termination of his employment for
Cause, which shall be paid in a single lump sum at the time set out in Sections 8(f) and 8(g) if such provisions are applicable with respect to such payment, or, if such provisions are not applicable, not later than 15 days following Employee’s
termination of employment; 
 (B) any incentive awards earned as of December 31 of the prior year (but not
yet paid) and not subject to Section 409A of the Code, which shall be paid in a single lump sum not later than 15 days following Employee’s termination of employment; and 

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


  
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 (c) Termination upon Expiration of the Term of Employment; Termination by the Company
Prior to the Expiration of the Term of Employment. Employee’s employment with the Company shall terminate upon the expiration of the Term of Employment. The Company, in the discretion of its Chief Executive Officer, may terminate
Employee’s employment with the Company prior to the expiration of the Term of Employment upon sixty (60) days’ prior written notice to Employee (provided that such notice is delivered no later than sixty-one (61) days prior to
the expiration of the Term of Employment and, provided further, that Employee’s employment is not earlier terminated for Cause (as defined in Section 8(b)) during such notice period). In the event Employee’s employment with the
Company is terminated upon the expiration of the Termination of Employment or is terminated prior to the expiration of the Term of Employment at the Company’s option in accordance with this Section 8(c), and is not earlier terminated due
to death or Disability or for Cause, Employee shall be entitled to: 
 (i) Base Salary through the date of
termination of Employee’s employment, which shall be paid in a single lump sum at the time set out in Sections 8(f) and 8(g), if such provisions are applicable with respect to such payment, or, if such provisions are not applicable, not later
than 15 days following Employee’s termination of employment; 
 (ii) the balance of any incentive awards
earned as of December 31 of the prior year (but not yet paid) and not subject to Section 409A of the Code, which shall be paid in a single lump sum not later than 15 days following Employee’s termination of employment; 

(iii) an amount equal to one-twelfth of the Base Salary (the “Release Payment”), which amount shall be
paid in a lump sum on the Earliest Payment Date, unless otherwise required to be paid in accordance with Section 8(f); 
 (iv) continued participation in the Company’s group health plans for Employee and his dependants who are qualified beneficiaries for purposes of continuation coverage under COBRA at the same benefit
levels at which he and such dependants were participating on the date of the termination of his employment at the same premiums paid by similarly situated active employees during the applicable time period allowed for continuation of coverage under
COBRA (the “COBRA Period”); provided, however, if Employee receives substantially comparable coverage and benefits under the group health plans of a subsequent employer prior to the expiration of the COBRA Period, Employee and such
dependants will not be entitled to continued participation in the group health plans; and 
 (v) other or
additional benefits then due or earned in accordance with applicable plans and programs of the Company. 
 (d) Voluntary
Termination. Employee may, upon sixty (60) days’ prior written notice to the Company, terminate his employment with the Company on his own initiative. In the event of a termination of employment by Employee on his own initiative, other
than a termination due to death, Employee shall have the same entitlements as provided in Section 8(b)(iii) above for a termination for Cause. 

  
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 (e) No Further Liability; Release. In the event of Employee’s termination of
employment, payment made and performance by the Company in accordance with this Section 8 shall, subject to Section 24 hereof, operate to fully discharge and release the Company and its directors, officers, employees, subsidiaries,
affiliates, stockholders, successors, assigns, agents and representatives from any further obligation or liability with respect to Employee’s rights under this Agreement. Other than payment and performance under this Section 8, and other
than the rights of Employee that survive the termination of this Agreement, as provided in Section 24 hereof, the Company and its directors, officers, employees, subsidiaries, affiliates, stockholders, successors, assigns, agents and
representatives shall have no further obligation or liability to Employee or any other person under this Agreement in the event of Employee’s termination of employment. The Company conditions the payment of any amounts pursuant to this
Section 8, including the payment of the Release Payment, upon (A) the delivery by Employee to the Company of a release in a form satisfactory to the Company, substantially in the form attached hereto as Attachment 1, within such
time following his termination of employment as will permit the release to become irrevocable on or before the Earliest Payment Date and (B) such release actually becoming irrevocable by the Earliest Payment Date. 

(f) Section 409A Specified Employee. If Employee is a “specified employee” for purposes of Section 409A of the
Code, to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to this Section 8 which are deferred compensation and subject to Section 409A of the Code (and do not qualify for an
exemption thereunder) shall not commence until one day after the day which is six (6) months from the date of termination (determined under Section 8(g)). Should this Section 8(f) result in a delay of payments to Employee, on the
first day any such payments may be made without incurring a penalty pursuant to Section 409A (the “409A Payment Date”), the Company shall begin to make such payments as described in this Section 8, provided that any
amounts that would have been payable earlier but for application of this Section 8(f) shall be paid in lump-sum on the 409A Payment Date. 
 (g) Separation from Service. Anything in this Agreement to the contrary notwithstanding, no payment shall be made under this Section 8 unless the termination of employment that gives rise to
the payment also constitutes a “separation from service” within the meaning of Section 409A of the Code and the regulations issued thereunder, and solely for purposes of making the payments called for under this Section 8, the
first date as of which Employee has a separation from service shall be treated as the date his employment terminates. 

Section 9. Forfeiture Provisions. 
 (a) Forfeiture of Stock Options and Other Awards and Gains Realized Upon Prior Option Exercises or Award Settlements and Severance Payments. Unless otherwise determined by the Chief Executive
Officer, (i) Employee’s violation of the restrictive covenants contained in Section 10 as they relate only to trade secrets, at any time while employed by the Company or thereafter, (ii) Employee’s violation of the
restrictive covenants contained in Section 10 as they relate to all Confidential Information other than trade secrets, at any time while employed by the Company and for a period of 60 months thereafter or (iii) Employee’s


  
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violation of any of the restrictive covenants contained in Sections 11, 12 or 13 (each a “Forfeiture Event”) will result in:  

(i) The unexercised portion of any stock option, whether or not vested, and any other Award (as defined below) not then
settled (except for an Award that has not been settled solely due to an elective deferral by Employee and otherwise is not forfeitable in the event of any termination of Employee’s service) will be immediately forfeited and canceled upon the
occurrence of the Forfeiture Event; 
 (ii) Employee will be obligated to repay to the Company, in cash, within
five business days after demand is made therefor by the Company, the total amount of Award Gain (as defined herein) realized by Employee upon each exercise of a stock option or settlement of an Award (regardless of any elective deferral) that
occurred (A) during the period commencing with the date that is 6 months prior to the occurrence of the Forfeiture Event and the date 18 months after the Forfeiture Date, if the Forfeiture Event occurred while Employee was employed by the
Company or a Subsidiary or affiliate, or (B) during the period commencing 6 months prior to the date Employee’s employment by the Company terminated and ending 18 months after the date of such termination, if the Forfeiture Event occurred
after Employee ceased to be so employed. For purposes of this Section 9, the term “Award Gain” shall mean (i), in respect of a given stock option exercise, the product of (X) the Fair Market Value per share of common stock
at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the number of shares as to which the stock option was exercised at that date, and (ii), in respect of any
other settlement of an Award granted to Employee, the Fair Market Value of the cash or stock paid or payable to Employee (regardless of any elective deferral) less any cash or the Fair Market Value of any stock or property (other than an Award or
award which would have itself then been forfeitable hereunder and excluding any payment of tax withholding) paid by Employee to the Company as a condition of or in connection such settlement; and 

(iii) Employee will be obligated to repay to the Company, in cash, within five business days after demand is made therefor
by the Company, the total amount of any payment constituting a Release Payment. 
 For purposes of this Section 9,
“Award” shall mean any cash award, stock option, stock appreciation right, restricted stock, deferred stock, bonus stock, dividend equivalent, or other stock-based or performance-based award or similar award, together with any
related right or interest, granted to or held by Employee. 
 (b) Company Discretion. The Company may, upon the approval
of its Board, waive in whole or in part the Company’s right to forfeiture under this Section 9, but no such waiver shall be effective unless evidenced by a writing signed by a duly authorized officer of the Company. In addition, the Board
may impose additional conditions on Awards, by inclusion of appropriate provisions in the document evidencing or governing any such Award. 

  
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 Section 10. Confidentiality; Cooperation with Regard to Litigation; Non-Disparagement;
Return of Company Materials. 
 (a) During the Term of Employment and thereafter, Employee shall not, without the prior
written consent of the Company, disclose to anyone (except in good faith in the ordinary course of business to a person who will be advised by Employee to keep such information confidential) or make use of any Confidential Information (as defined
below), except in the performance of his duties hereunder or when required to do so by legal process, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a
committee thereof) that requires him to divulge, disclose or make accessible such information. In the event that Employee is so ordered, he shall give prompt written notice to the Company in order to allow the Company the opportunity to object to or
otherwise resist such order. 
 (b) During the Term of Employment and thereafter, Employee shall not disclose the existence or
contents of this Agreement beyond what is disclosed in the proxy statement or documents filed with the government unless and to the extent such disclosure is required by law, by a governmental agency, or in a document required by law to be filed
with a governmental agency or in connection with enforcement of his rights under this Agreement. This restriction shall not apply to such disclosure by him to members of his immediate family, his tax, legal or financial advisors, any lender, or tax
authorities, or to potential future employers to the extent necessary, each of whom shall be advised not to disclose such information. 
 (c) “Confidential Information” shall mean all information regarding the Company, its activities, business or customers that is the subject of reasonable efforts by the Company to maintain
its confidentiality, including (i) information concerning the business of the Company or any Subsidiary including information relating to any of their products, product development, trade secrets, customers, suppliers, finances, and business
plans and strategies, and (ii) information regarding the organization structure and the names, titles, status, compensation, benefits and other proprietary employment-related aspects of the employees of the Company and the Company’s
employment practices. Excluded from the definition of Confidential Information is information (A) that is or becomes part of the public domain, other than through the breach of this Agreement by Employee or (B) regarding the Company’s
business or industry properly acquired by Employee in the course of his career as an executive in the Company’s industry and independent of Employee’s employment by the Company. For this purpose, information known or available generally
within the trade or industry of the Company or any Subsidiary shall be deemed to be known or available to the public. 
 (d)
“Subsidiary” shall mean any corporation controlled directly or indirectly by the Company. 
 (e) Employee
agrees to cooperate with the Company, during the Term of Employment and thereafter (including following Employee’s termination of employment for any reason), by making himself reasonably available to testify on behalf of the Company or any
Subsidiary in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action, suit, or proceeding in which Employee makes claims against 

  
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the Company or in which the Company makes claims against him, and to assist the Company, or any Subsidiary, in any such action, suit, or proceeding, by providing information and meeting and
consulting with the Board or its representatives or counsel, or representatives or counsel to the Company, or any Subsidiary as requested; provided, however that the same does not materially interfere with his then current professional activities;
and provided, further, that nothing contained in this Section 10(e) is intended to prevent Employee from exercising his constitutional right to avoid self-incrimination. The Company agrees to reimburse Employee, on an after-tax basis, for all
reasonable expenses (including legal fees and expenses) actually incurred in connection with his provision of testimony or assistance. 
 (f) Employee agrees that, during the Term of Employment and thereafter (including following Employee’s termination of employment for any reason) he will not make statements or representations, or
otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Company or any Subsidiary or their respective officers, directors, employees, advisors, businesses
or reputations. The Company agrees that, during the Term of Employment and thereafter (including following Employee’s termination of employment for any reason) the Company will not make statements or representations, or otherwise communicate,
directly or indirectly, in writing, orally, or otherwise, or take any action which may directly or indirectly, disparage Employee or his business or reputation. Notwithstanding the foregoing, nothing in this Section 10(f) shall preclude either
Employee or the Company from making truthful statements or disclosures that are required by applicable law, regulation, or legal process or otherwise pursuing, in good faith, enforcement of their respective rights under this Agreement. 

(g) Employee recognizes that all Confidential Information and copies or reproductions thereof, relating to the Company’s operations
and activities made or received by Employee in the course of his Employment are the exclusive property of the Company. Upon any termination of employment, Employee agrees to deliver any Company property and any documents, notes, drawings,
specifications, computer software, data and other materials of any nature pertaining to any Confidential Information that are held by Employee and will not take any of the foregoing, or any reproduction of any of the foregoing, that is embodied in
any tangible medium of expression, provided that the foregoing shall not prohibit Employee from retaining his personal phone directories and rolodexes. 
 Section 11. Non-competition/Prior Employment Covenants. 
 (a) During
Employee’s employment by the Company, Employee shall refrain from, without the written consent of the Company, directly or indirectly, whether individually or as an employee, consultant, principal, agent, officer, director, partner, shareholder
(except as a less than one percent shareholder of a publicly traded company) or owner of or in any capacity with any corporation, partnership, business, company or other entity, carrying on or engaging in, or assisting another to carry on or engage
in, any other business, work or activity similar to the business, work or activity of the Company or its affiliates. During the Restriction Period (as defined below), Employee shall refrain from, without the written consent of the Company, directly
or indirectly, whether individually or as an employee, consultant, principal, agent, officer, director, partner, shareholder (except as a less than one percent shareholder of a publicly 

  
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traded company) or owner of or in any capacity with any corporation, partnership, business, company or other entity, (i) carrying on or engaging in, or assisting another to carry on or
engage in, any other business, work or activity similar to the business, work or activity of the Company or its affiliates in the geographical areas listed on Attachment 2 (the “Restricted Areas”) in which the Company or its
affiliates are then engaged in business, and (ii) soliciting customers of the Company or its affiliates in the Restricted Area. The Parties acknowledge that home health care and hospice are similar “businesses” for the purposes of
this Section 11 and that the work and activity of the Company includes filing applications with Federal and state regulatory authorities in connection with establishing “start-up” home health care and hospice agencies. The Parties
further acknowledge that the Company is expanding and in order to prevent ongoing, repetitious amendments to this Agreement solely for the purpose of updating the Restricted Areas, the Parties agree that the Restricted Areas, inclusive of
Attachment 2, shall be self-amending to include all parishes, counties and States in which the Company conducts business or actively solicits business at any time during Employee’s employment with the Company and in no event shall such
Restricted Areas be less than that contained in Attachment 2. The Parties intend and agree that Employee’s continued employment thereafter shall serve as the Parties’ constructive acceptance of an amendment to enlarge the Restricted
Areas. 
 (b) For the purposes of this Section 11, “Restriction Period” shall mean the period beginning
with the Effective Date and ending with: 
 (i) in the case of a termination of Employee’s employment upon
the expiration of the Term of Employment, the Restriction Period shall terminate eighteen (18) months from the date of such termination; and 
 (ii) in the case of a termination due to Disability pursuant to Section 8(a), the Restriction Period shall terminate eighteen (18) months from the date of such termination; 

(iii) in the case of a termination of Employee’s employment for Cause pursuant to Section 8(b) or in the case of
a voluntary termination of Employee’s employment pursuant to Section 8(d) above, eighteen (18) months from the date of such termination; and 
 (iv) in the case of a termination of Employee’s employment by the Company pursuant to Section 8(c), the Restriction Period shall terminate eighteen (18) months from the date of such
termination. 
 (c) Employee represents and warrants to the Company that performance of Employee’s duties pursuant to this
Agreement will not violate any agreements with or trade secrets of any other person or entity or previous employers, including without limitation agreements containing provisions against solicitation or competition. 

Section 12. Non-solicitation of Employees and Customers. During the period beginning with the Effective Date and ending eighteen
(18) months following the termination of Employee’s employment for any reason, Employee shall not induce: (i) employees of the 

  
 12 








 
Company or any Subsidiary to terminate their employment (provided, however, that the foregoing shall not be construed to prevent Employee from engaging in general non-targeted advertising for
employees generally), or (ii) customers of the Company or any Subsidiary to terminate their relationship with the Company, within the Restricted Areas. During such period, Employee shall not hire, either directly or through any employee, agent
or representative, any employee of the Company or any Subsidiary or any person who was employed by the Company or any Subsidiary within 180 days of such hiring. 
 Section 13. Standstill. Employee agrees that for a period of eighteen (18) months from the date of Employee’s termination of employment for any reason, neither Employee nor any of his
affiliates or persons or entities acting at his direction or with his assistance will, unless specifically invited in writing by the Board, acting by resolution approved by a majority of all members of the Board, directly or indirectly, in any
manner (the obligations pursuant to this Section 13 being referred to as, the “Standstill”): 
 (a)
acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, tender offer, exchange offer, through the acquisition or control of another person or entity,
or otherwise, any direct or indirect beneficial interest in any voting securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of the Company or any
Subsidiary, other than the acquisition in the aggregate of less than one-half of one percent of the outstanding voting securities of the Company; 
 (b) make, or in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” (as such term is used in the proxy rules of the Securities and Exchange
Commission promulgated pursuant to Section 14 of the Exchange Act) of proxies or consents to vote, whether subject to or exempt from the proxy rules, or seek to advise, encourage or influence in any manner whatsoever any person or entity with
respect to the voting of any voting securities of the Company or any Subsidiary; 
 (c) initiate, propose or “solicit”
(as such term is used in the proxy rules of the Securities and Exchange Commission) stockholders of the Company or any Subsidiary for the approval of stockholder proposals whether made pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act, or
otherwise, or cause or encourage or attempt to cause or encourage others to initiate any such stockholder proposal; or otherwise communicate with the Company’s or its Subsidiaries’ stockholders or others in connection with the solicitation
of proxies or consents or matters presented to the Company’s or its Subsidiaries’ stockholders; 
 (d) form, join or
any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of the Company or the Subsidiaries; 

(e) acquire, offer to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or
otherwise, (i) any of the assets, tangible and intangible, of the Company or any Subsidiary or (ii) direct or indirect rights, warrants or options to acquire any assets of the Company or any Subsidiary; 

  
 13 








 (f) arrange, or in any way participate, directly or indirectly, in any financing for the
purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the Company or any Subsidiary; 
 (g) otherwise act, alone or in concert with others, to seek to propose to the Company or any Subsidiary or any of their respective stockholders or make any public statement with respect to any merger,
business combination, consolidation, sale, tender offer, exchange offer, restructuring, reorganization, dissolution, liquidation, recapitalization or other transaction involving the Company or any Subsidiary; 

(h) seek, alone or in concert with others, to control, change or influence the management, the Board or policies of the Company or any
Subsidiary, or otherwise seek, alone or in concert with others, election or appointment to or representation on, or to nominate or propose the nomination of any candidate to, the Board or the removal of any member of the Board, or propose any matter
to be voted upon by the stockholders of the Company or any Subsidiary; 
 (i) make any publicly disclosed proposal, public
statement, public inquiry or public disclosure of any intention, plan, or arrangement (whether written or oral) inconsistent with the foregoing, or make or disclose any request or proposal to amend, waive or terminate any provision of this
Standstill or seek permission to or make any public announcement with respect to any provision of the Standstill; or 
 (j)
announce an intention to do, or to enter into any arrangement or understanding with others (whether written or oral) to do, or to finance, intentionally advise, enable, assist or encourage others to do any of the actions restricted or prohibited
under clauses (a) through (j) of this Standstill, or take any action that might result in the Company having to make a public announcement regarding any of the matters referred to in clauses (a) through (j) of this Standstill, or
otherwise intentionally take, or solicit, or cause or encourage others to take, any action inconsistent with the foregoing. 

Section 14. Remedies. In addition to whatever other rights and remedies the Company may have at equity or in law (including
without limitation, the right to seek monetary damages), if Employee breaches any of the provisions contained in Sections 10, 11, 12 or 13, the Company (a) shall have its rights under Section 9 of this Agreement, (b) shall,
notwithstanding Section 15, have the right to immediately terminate all payments and benefits due under this Agreement (other than payments under Section 16 of this Agreement, to the extent that Employee’s right to indemnification was
not triggered by Employee’s breach of this Agreement) and (c) shall, notwithstanding Section 15 of this Agreement, have the right to seek injunctive or other equitable relief, including but not limited to, the right to seek a
temporary restraining order, preliminary injunction or permanent injunction, without the requirement to prove actual damages or to post any bond or other security. Employee hereby waves the requirement of posting bond or other security and
acknowledges that such a breach of Sections 10, 11, 12 or 13 would cause irreparable injury and that money damages alone would not provide an adequate remedy for the Company; provided, however, the foregoing shall not prevent Employee from
contesting the 

  
 14 








 
issuance of any such injunction on the ground that no violation or threatened violation of Sections 10, 11, 12 or 13 has occurred. 

Section 15. Resolution of Disputes. In the event that a Party to this Agreement has any claim, right or cause of action against
another Party to this Agreement, which the Parties are unable to settle by agreement between themselves, such claim, right or cause of action, to the extent that the relief sought by such Party is for monetary damages or awards, will be determined
by arbitration in accordance with the provisions of this Section 15. Except as provided in this Section 15, the arbitration will be conducted in accordance with the rules of the American Arbitration Association (the
“AAA”). The arbitration and all arbitration proceedings shall be kept confidential. 
 (a) The Party claiming a
cause of action or breach of this Agreement shall first provide the other Party with written notice of the breach. If the breach is not remedied within 15 days of said notice, the Party claiming the breach may request arbitration by serving upon the
other a demand therefor, in writing, specifying the matter to be submitted to arbitration, and nominating a competent disinterested person to act as an arbitrator. Within 15 days after receipt of such written demand and nomination, the other Party
will, in writing, nominate a competent disinterested person, and the two arbitrators so designated will, within 15 days thereafter, select a third arbitrator. The three arbitrators will give immediate written notice of such selection to the Parties
and will fix in said notice a time and place of the meeting of the arbitrators which will be in Baton Rouge, Louisiana, where all proceedings will be conducted, and will be held as soon as conveniently possible (but in no event later than 45 days
after the appointment of the third arbitrator), at which time and place the Parties to the controversy will appear and be heard with respect to the right, claim or cause of action. In case the notified Party or Parties will fail to make a selection
upon notice within the time period specified, the Party asserting such claim will appoint an arbitrator on behalf of the notified Party. In the event that the first two arbitrators selected will fail to agree upon a third arbitrator within 15 days
after their selection, then such arbitrator may, upon application made by either of the Parties to the controversy, be appointed by the AAA. 
 (b) Each Party will present such testimony, examinations and investigations in accordance with such procedures and regulations as may be determined by the arbitrators and will also recommend to the
arbitrators a monetary award to be adopted by the arbitrators as the complete disposition of such claim, right or cause of action. After hearing the Parties in regard to the matter in dispute, the arbitrators will make their determination with
respect to such claim, right or cause of action, within 30 days of the completion of the examination, by majority decision signed in writing (together with a brief written statement of the reasons for adopting such recommendation), and will deliver
such written determination to each of the Parties. The decision of said arbitrators, absent fraud, duress or manifest error, will be final and binding upon the Parties to such controversy and may be enforced in any court of competent jurisdiction.
The arbitrators may consult with and engage disinterested third parties to advise the arbitrators. The arbitrators shall not award any punitive damages. If any of the arbitrators selected hereunder should die, resign or be unable to perform his or
her duties hereunder, the remaining arbitrators or the AAA shall select a replacement arbitrator. The procedure set forth in this Section 15 for selecting the arbitrators shall be followed from time to time as necessary. As to any claim,


  
 15 








 
controversy, dispute or disagreement that under the terms hereof is made subject to arbitration, no lawsuit based on such matters shall be instituted by any of the Parties, other than to compel
arbitration proceedings or enforce the award of a majority of the arbitrators. All privileges under Louisiana and federal law, including attorney-client and work-product privileges, shall be preserved and protected to the same extent that such
privileges would be protected in a federal court proceeding applying Louisiana law. 
 (c) The Company shall be responsible for
advancing the cost of the arbitrators as well as the other costs of the arbitration. Each Party will pay the fees and expenses of its own counsel, except that with respect to those claims for which Employee is ultimately the prevailing party, the
Company shall reimburse all of Employee’s reasonable out-of-pocket legal fees and expenses incurred in connection with asserting or defending against claims as to which Employee prevails within thirty (30) days of receipt of a written
demand accompanied by reasonable documentation in support thereof. Notwithstanding the foregoing, such reimbursements will be made in no event later than the last day of Employee’s taxable year following the taxable year in which the expense
was incurred; the expenses reimbursed by the Company during any taxable year of Employee will not affect the expenses reimbursed by the Company in another taxable year; and this right to reimbursement is not subject to liquidation or exchange for
another benefit. 
 (d) Notwithstanding any other provisions of this Section 15, in the event that a Party against whom any
claim, right or cause of action is asserted commences, or has commenced against it, bankruptcy, insolvency or similar proceedings, the Party or Parties asserting such claim, right or cause of action will have no obligations under this
Section 15 and may assert such claim, right or cause of action in the manner and forum it deems appropriate, subject to applicable laws. No determination or decision by the arbitrators pursuant to this Section 15 will limit or restrict the
ability of any Party hereto to obtain or seek in any appropriate forum, any relief or remedy that is not a monetary award or money damages. 
 (e) Notwithstanding any other provisions of this Section 15, if the Company is seeking injunctive or other equitable relief from a dispute arising under or in connection with Sections 10, 11, 12 or
13, the arbitration requirements of this Section 15 shall not apply. 
 (f) Any court proceedings relating to this Agreement
shall be filed exclusively in the federal and state courts domiciled in Baton Rouge, Louisiana, and the Parties hereto consent to the venue and jurisdiction of such courts. 
 Section 16. Indemnification. 
 (a) Company Indemnity. The Company
agrees that if Employee is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a
director, officer or employee of the Company or any Subsidiary or is or was serving at the request of the Company or any Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is Employee’s alleged 

  
 16 








 
action or failure to act in an official capacity as a director, officer, employee or agent or while serving as a director, officer, member, employee or agent, Employee shall be indemnified and
held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation or bylaws or resolutions of the Company’s Board or, if greater, by the laws of the State of Delaware (or, with
respect to Holding, the laws of the State of Louisiana), against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by Employee in connection therewith, provided Employee provides Company with prompt notice of such action or threatened action (but failure to provide prompt notice shall not prejudice Employee except to
the extent it actually prejudices the Company). Such indemnification shall continue as to Employee even if he has ceased to be a director, member, officer, employee or agent of the Company or other entity and shall inure to the benefit of
Employee’s heirs, executors and administrators. The Company shall advance to Employee all reasonable costs and expenses to be incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for
such advance. Such request shall include an undertaking by Employee to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this
Section 16(a) shall not be deemed exclusive of any other rights of indemnification to which Employee may be entitled or which may be granted to him, and it shall be in addition to any rights of indemnification to which he may be entitled under
any policy of insurance. 
 (b) No Presumption Regarding Standard of Conduct. Neither the failure of the Company
(including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by Employee under Section 16(a) above that indemnification of
Employee is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that Employee has not met such applicable standard of conduct, shall create
a presumption that Employee has not met the applicable standard of conduct. 
 Section 17. Potential Reduction in
Payments 
 (a) Anything in this Agreement to the contrary notwithstanding, if any payment, distribution, or other benefit
provided by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Payments”), (x) constitute a
“parachute payment” within the meaning of Section 280G of the Code, and (y) but for this Section 17 would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision thereto
(the “Excise Tax”), then the Payments shall be either: 

  
 17 








 (i) delivered in full pursuant to the terms of this Agreement, or

 (ii) delivered to such lesser extent as would result in no portion of the payments being subject to the Excise
Tax as determined in accordance with Section 17(b). 
 (b) The determination of whether Section 17(a)(i) or
Section 17(a)(ii) shall be given effect shall be made by the Company on the basis of which of such clauses results in the receipt by Employee of the greater Net After-Tax Receipt (as defined below) of the aggregate Payments; provided, however,
that if the Net After-Tax Receipt of the aggregate Payments under Section 17(a)(i) does not exceed the Net After-Tax Receipt of the aggregate Payments under Section 17(a)(ii) by Twenty-Five Thousand Dollars ($25,000) or greater,
Section 17(a)(ii) automatically shall be given effect. The term “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Section 280G of the Code) of the payments net of all applicable
federal, state and local income, employment, and other applicable taxes and the Excise Tax. 
 (c) Unless the Company and
Employee otherwise agree in writing, any determination required under this Section 17 shall be made by the Company’s independent accountants or compensation consultants (the “Third Party”), after due consideration of
Employee’s comments with respect to the interpretation and application thereof, and all such determinations shall be conclusive, final and binding on the parties hereto. The Company and Employee shall furnish to the Third Party such information
and documents as the Third Party may reasonably request in order to make a determination under this Section 17. The Company shall bear all fees and costs of the Third Party with respect to all determinations under or contemplated by this
Section 17. 
 Section 18. Effect of Agreement on Other Benefits. Except as specifically provided in this
Agreement, the existence of this Agreement shall not be interpreted to preclude, prohibit or restrict Employee’s participation in any other employee benefit or other plans or programs in which he currently participates. 

Section 19. Assignability: Binding Nature; Solidary Obligations. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors, heirs (in the case of Employee) and permitted assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or
obligations may be assigned or transferred in connection with a change of control of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee
assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a change of control, it shall take whatever action it
legally can in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of Employee under this Agreement may be assigned or transferred by Employee
other than his rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in Section 25 below. Company and Holding are each solidarily liable with the other of them for such other’s
obligations under this Agreement. 

  
 18 








 Section 20. Representation. Each of the Company and Holding represents and warrants
that it is fully authorized and empowered to enter into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between it and any other person, firm or organization. Employee hereby represents
to the Company that he is physically and mentally capable of performing his duties hereunder and he has no knowledge of any present or past physical or mental conditions which would cause him not to be able to perform his duties hereunder.

 Section 21. Entire Agreement; Acknowledgment. This Agreement contains the entire understanding and agreement
between the Parties concerning the subject matter hereof and, as of the Effective Date, supersedes the Prior Agreement and any other agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties
with respect thereto, in their entirety, including, without limitation any prior change in control agreement between the Parties. Employee hereby acknowledges and agrees that by virtue of the execution and delivery of this agreement, he knowingly,
voluntarily, and irrevocably waives and relinquishes all rights of any kind pursuant to the Prior Agreement and all such other agreements, if any, referred to in the preceding sentence. 

Section 22. Amendment or Waiver. No provision in this Agreement may be amended unless such amendment is agreed to in
writing and signed by Employee and an authorized officer of the Company. Except as set forth herein, no delay or omission to exercise any right, power or remedy accruing to any Party shall impair any such right, power or remedy or shall be construed
to be a waiver of or an acquiescence to any breach hereof. No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other Party shall be deemed a waiver of a similar
or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by Employee or an authorized officer of the Company, as the case may be. 

Section 23. Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Specifically, but without limitation, the
parties agree that if any court of competent jurisdiction or any arbitral panel finds that any one or more of the words, phrases, sentences, clauses, sections, subdivisions, or subparagraphs contained in Sections 10, 11, 12 or 13 is overly broad or
unenforceable, then the Agreement should be reduced or amended to be enforceable to the maximum extent allowable under applicable law. 
 Section 24. Survival. Upon the termination of this Agreement, the respective rights and obligations of the Parties under this Agreement shall terminate, except that (a) the provisions of
Sections 1 and 2, Sections 8(c), (e), (f) and (g), and Sections 9 through 30 of this Agreement shall survive the termination of this Agreement and remain in full force and effect in accordance with their terms, and (b) the termination of
this Agreement shall not affect any rights or obligations of the Parties accrued under the express terms of this Agreement prior to or in connection with such termination and, with respect to such surviving provisions, thereafter. 

  
 19 








 Section 25. Beneficiaries/References. Employee shall be entitled, to the
extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Employee’s death by giving the Company written notice thereof. In the event of
Employee’s death or a judicial determination of his incompetence, reference in this Agreement to Employee shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative. 

Section 26. Governing Law/Exclusive Jurisdiction. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of Louisiana without reference to principles of conflict of laws. Subject to Section 15 and in accordance with Section 14, the Company and Employee hereby consent and irrevocably submit to the jurisdiction of any
or all of the following courts for purposes of resolving any dispute under this Agreement: (i) the United States District Court for the Middle District of Louisiana or (ii) the Nineteenth Judicial District Court for the Parish of East
Baton Rouge, State of Louisiana. The Parties agree that to the extent permitted, any lawsuit involving a dispute under this Agreement shall be filed and may proceed only in these referenced courts. The Company and Employee hereby waive, to the
fullest extent permitted by applicable law, any jurisdictional, venue or inconvenient forum objection which it or he may now or hereafter have to these referenced courts. The Company and Employee further agree that any service of process or notice
requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been substantially satisfied. 
 Section 27. Notices. Any notices given under this Agreement shall be in writing, and delivered or mailed, and if mailed, postage prepaid, certified, return receipt requested and addressed to
the Company, to Holding and to Employee at the addresses set forth below, or such other addresses as the Parties may from time to time hereafter designate in writing, such notices to be effective upon receipt by the Party to whom such notice is
addressed: 
  

			
	 If to the Company:
	 	AMEDISYS, INC.
		 	5959 South Sherwood Forest Boulevard,
		 	Baton Rouge, Louisiana, 70816
		 	Attention: Chief Executive Officer
		
	 If to Holding:
	 	AMEDISYS HOLDING, L.L.C.
		 	5959 South Sherwood Forest Boulevard
		 	Baton Rouge, Louisiana 70816
		 	Attention: President
		
	 If to Employee:
	 	T. A. Barfield, Jr.
		 	[Redacted]


  
 20 








 Section 28. Captions. The captions contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. 

Section 29. Counterparts. This Agreement may be executed in two or more counterparts. 

Section 30. Section 409A Compliance. This Agreement is intended to comply with Section 409A of the Code (to the
extent applicable) and, to the extent it would not adversely impact the Company, the Company agrees to interpret, apply and administer this Agreement in accordance with such intention and in the least restrictive manner necessary to comply with such
requirements (to the extent applicable) and without resulting in any diminution in the value of payments or benefits to Employee or Employee incurring any tax under Section 409A of the Code. 

[Signature Page Follows] 

  
 21 








 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
written above. 
  

			
	 AMEDISYS, INC.

		
	 By:
	 	 /S/ William F. Borne

		 	Name: William F. Borne
		 	Title: Chief Executive Officer and Chairman


  

			
	 AMEDISYS HOLDING, L.L.C.

		
	 By:
	 	 /S/ William F. Borne

		 	Name: William F. Borne
		 	Title: President


  

	
	 EMPLOYEE

	
	 /S/ T.A. Barfield, Jr.

	T. A. Barfield, Jr. 



  
 22 








 ATTACHMENT 1 

RELEASE 

In exchange for certain termination payments, benefits and promises to which T.A. Barfield, Jr. (“Employee”) would not
otherwise be entitled, Employee, knowingly and voluntarily releases Amedisys, Inc., its subsidiaries, affiliates or related corporations, together with its/their officers, directors, agents, employees and representatives (collectively, the
“Company”), of and from any and all claims, demands, obligations, liabilities and causes of action, of whatsoever kind in law or equity, whether known or unknown, which Employee has or ever had against the Company on or before the date of
the execution of this Release, including but not limited to claims in common law, whether in contract or in tort, and causes of action under the Age Discrimination in Employment Act, 29 U.S.C. Sections 621 et seq., Title VII of the Civil Rights Act
of 1964, 42 U.S.C. Sections 2000e et seq., the Employee Retirement Income Security Act, 29 U.S.C. Sections 1001 et seq., the Americans with Disabilities Act, 29 U.S.C. Section 12101 et seq., the Louisiana tort laws, including, without
limitation, Louisiana Civil Code Articles 2315, 2316, 2317, and 2320 (including, without limitation, any and all derivative claims), the Louisiana pay statutes, La. R.S. 23:631, et seq. (including, without limitation, any claims for penalties and
/or attorneys’ fees under La. R.S. 23: 632), the Louisiana Employment Discrimination laws, La. R.S. 23:301, et seq. (“LEDL”) and La. R.S. 51:2231, et seq., and any amendments, Louisiana’s Anti-Reprisal/Anti-Retaliation statutes,
La. R.S. 23: 961, et seq., the Louisiana Anti-Reprisal Statute, La. R.S. 23:967, the Louisiana environmental whistleblower statute, La. R.S. 30: 2027, the anti-retaliation provision of the Louisiana worker’s compensation retaliation law, La.
R.S. 23:1361, and any other law or provision whatsoever, whether by federal or state statute or regulation, contract, equity, or otherwise, and all other federal, state or local laws, ordinances or regulations, for any losses, injuries or damages
(including compensatory or punitive damages), attorney’s fees and costs arising out of employment or termination from employment with the Company. Notwithstanding the foregoing, Employee does not waive or release the Company from any claims,
demands, obligations, liabilities or causes of action that may hereafter arise as the result of the breach by the Company of its obligations under the Amended and Restated Employment Agreement dated as of December 29, 2011 by and among the
Company, Amedisys Holding, L.L.C. and Employee. 
 Employee acknowledges that he has had a period of twenty-one (21) days
from the date of receipt of this Release to consider it. Employee acknowledges that he has been given the opportunity to consult an attorney prior to executing this Release. This Release shall not become effective or enforceable until seven
(7) days following its execution by Employee. Prior to the expiration of the seven-(7) day period, Employee may revoke Employee’s consent to this Release. 
 Employee acknowledges by executing this Release that Employee has returned to the Company all Company property in Employee’s possession. 

Employee acknowledges that the terms of this Release and Employee’s separation of employment are confidential and, unless otherwise
required by law or for the purposes of enforcing the Release or when needed to consult with Employee’s immediate family or tax or legal advisors, neither Employee nor Employee’s agents shall divulge, publish or publicize any such
confidential information to any third parties or the media, or to any current or former employee, customer or client of the Company or its businesses or any of its affiliates. 

  
 ATTACHMENT ONE
– Page 1 







 Employee acknowledges that he has been provided with any and all leave required under any
federal, state, or local law or regulation. 
 Employee acknowledges that he has no known claims for any work related injury,
illness or condition compensable under any applicable workers’ compensation laws. 
 EMPLOYEE ACKNOWLEDGES HE FULLY
UNDERSTANDS THE CONTENTS OF THIS RELEASE AND EXECUTES IT FREELY AND VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE. 
  

									
					
	Signed:	 	 	 		 	Date:	 	 
		 	T. A. Barfield, Jr.	 		 		 	


  
 ATTACHMENT 1
– Page 2 







 ATTACHMENT 2 

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

									
	 Alabama

	Autauga	  	Conecuh	  	Houston	  	Morgan
	Baldwin	  	Coosa	  	Jackson	  	Perry
	Barbour	  	Covington	  	Jefferson	  	Pickens
	Bibb	  	Crenshaw	  	Lamar	  	Pike
	Blount	  	Cullman	  	Lauderdale	  	Randolph
	Bullock	  	Dale	  	Lawrence	  	Russell
	Butler	  	Dallas	  	Lee	  	Shelby
	Calhoun	  	DeKalb	  	Limestone	  	St Clair
	Chambers	  	Elmore	  	Lowndes	  	Sumter
	Cherokee	  	Escambia	  	Macon	  	Talladega
	Chilton	  	Etowah	  	Madison	  	Tallapoosa
	Choctaw	  	Fayette	  	Marengo	  	Tuscaloosa
	Clarke	  	Franklin	  	Marion	  	Walker
	Clay	  	Geneva	  	Marshall	  	Washington
	Cleburne	  	Greene	  	Mobile	  	Wilcox
	Coffee	  	Hale	  	Monroe	  	Winston
	Colbert	  	Henry	  	Montgomery	  	
	
	Alaska
				
	 Anchorage
	  	Matanuska-Susitna	  		  	
	
	Arizona
	 Coconino
	  	Maricopa	  	Pinal	  	
	 Gila
	  	Mohave	  	Yavapai	  	
	 LaPaz
	  	Pima	  	Yuma	  	
	
	Arkansas
	Baxter	  	Izard	  	Pike	  		  	Stone
	Cleburne	  	Jackson	  	Polk	  		  	Van Buren
	Crawford	  	Johnson	  	Prairie	  		  	Washington
	Faulkner	  	Lawrence	  	Randolph	  		  	White
	Franklin	  	Little River	  	Searcy	  		  	Woodruff
	Fulton	  	Logan	  	Sebastian	  		  	
	Howard	  	Lonoke	  	Sevier	  		  	
	Independence	  	Marion	  	Sharp	  		  	


  
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	California
	Alameda	  	Orange	  	San Diego	  	Sonoma
	Contra Costa	  	Placer	  	San Francisco	  	Sutter
	El Dorado	  	Riverside	  	San Luis Obispo	  	Yolo
	Los Angeles	  	Sacramento	  	San Mateo	  	Yuba
	Marin	  	San Bernardino	  	Santa Clara	  	
	Napa	  	San Benito	  	Santa Cruz	  	
	
	Colorado
				
	Adams	  	Custer	  	Fremont	  	Saguaghe
	Arapahoe	  	Denver	  	Jefferson	  	Weld
	Boulder	  	Douglas	  	Lake	  	
	Broomfield	  	El Paso	  	Larimer	  	
	Chaffee	  	Elbert	  	Park	  	
	
	Connecticut
				
	Fairfield	  	Litchfield	  	New Haven	  	Tolland
	Hartford	  	Middlesex	  	New London	  	Windham
	
	Delaware
				
	Kent	  	New Castle	  	Sussex	  	
	
	District of Columbia
				
	City of Washington	  		  		  	
	
	Florida
				
	Alachua	  	Franklin	  	Lee	  	Polk
	Baker	  	Gadsden	  	Leon	  	Putnam
	Bay	  	Gilchrist	  	Levy	  	St Johns
	Bradford	  	Glades	  	Liberty	  	St Lucie
	Brevard	  	Gulf	  	Madison	  	Santa Rosa
	Broward	  	Hamilton	  	Manatee	  	Sarasota
	Calhoun	  	Hardee	  	Marion	  	Seminole
	Charlotte	  	Hendry	  	Martin	  	Sumter
	Citrus	  	Hernando	  	Miami-Dade	  	Suwannee
	Clay	  	Highlands	  	Nassau	  	Taylor
	Collier	  	Hillsborough	  	Okaloosa	  	Union
	Columbia	  	Holmes	  	Okeechobee	  	Volusia
	DeSoto	  	Indian River	  	Orange	  	Wakulla
	Dixie	  	Jackson	  	Osceola	  	Walton
	Duval	  	Jefferson	  	Palm Beach	  	Washington
	Escambia	  	Lafayette	  	Pasco	  	
	Flagler	  	Lake	  	Pinellas	  	


  
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	Georgia
				
	Appling	  	Cook	  	Jackson	  	Quitman
	Atkinson	  	Coweta	  	Jasper	  	Rabun
	Bacon	  	Crawford	  	Jeff Davis	  	Randolph
	Baldwin	  	Dade	  	Jones	  	Richmond
	Banks	  	Dawson	  	Lamar	  	Rockdale
	Barrow	  	DeKalb	  	Laurens	  	Schley
	Bartow	  	Douglas	  	Liberty	  	Spalding
	Ben Hill	  	Effingham	  	Long	  	St. Clair
	Berrien	  	Elbert	  	Lowndes	  	Stephens
	Bibb	  	Emanuel	  	Lumpkin	  	Stewart
	Brantley	  	Evans	  	Macon	  	Sumter
	Bryan	  	Fannin	  	Madison	  	Talbot
	Butts	  	Fayette	  	Marion	  	Tattnall
	Candler	  	Floyd	  	Meriwether	  	Taylor
	Carroll	  	Forsyth	  	Monroe	  	Tift
	Catoosa	  	Franklin	  	Montgomery	  	Toombs
	Charlton	  	Fulton	  	Morgan	  	Towns
	Chatham	  	Gilmer	  	Murray	  	Treutlen
	Chattahoochee	  	Gordon	  	Muscogee	  	Troup
	Chattooga	  	Greene	  	Newton	  	Turner
	Cherokee	  	Gwinnett	  	Oconee	  	Union
	Clarke	  	Habersham	  	Oglethorpe	  	Upson
	Clay	  	Hall	  	Paulding	  	Walker
	Clayton	  	Haralson	  	Pickens	  	Walton
	Clinch	  	Harris	  	Pierce	  	Ware
	Cobb	  	Hart	  	Pike	  	Wheeler
	Coffee	  	Heard	  	Polk	  	White
	Colquitt	  	Henry	  	Pulaski	  	Whitfield
	Columbia	  	Irwin	  	Putnam	  	Wilkinson
		  		  		  	Worth
	
	Idaho
				
	Ada	  	Bonneville	  	Jefferson	  	Power
	Bannock	  	Canyon	  	Madison	  	Teton
	Bingham	  	Caribou	  	Owyhee	  	Washington
	Boise	  	Gem	  	Payette	  	
	
	Illinois
				
	Boone	  	Henry	  	Lee	  	Rock Island
	Carroll	  	Iroquois	  	Livingston	  	St Clair
	Clinton	  	Jo Daviess	  	Madison	  	Scott
	Cook	  	Kane	  	McHenry	  	Stephenson
	DeKalb	  	Kankakee	  	Mercer	  	Washington
	DuPage	  	Kendall	  	Monroe	  	Whiteside
	Ford	  	La Salle	  	Ogle	  	Will
	Grundy	  	Lake	  	Randolph	  	Winnebago


  
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	Indiana
				
	Adams	  	Gibson	  	Lawrence	  	Randolph
	Allen	  	Grant	  	Madison	  	Ripley
	Benton	  	Greene	  	Marion	  	St Joseph
	Blackford	  	Hamilton	  	Marshall	  	Scott
	Boone	  	Hancock	  	Martin	  	Shelby
	Brown	  	Harrison	  	Miami	  	Spencer
	Carroll	  	Hendricks	  	Monroe	  	Starke
	Cass	  	Henry	  	Montgomery	  	Steuben
	Clark	  	Howard	  	Morgan	  	Sullivan
	Clay	  	Huntington	  	Newton	  	Tippecanoe
	Clinton	  	Jackson	  	Noble	  	Tipton
	Crawford	  	Jasper	  	Orange	  	Vanderburgh
	Daviess	  	Jay	  	Owen	  	Vigo
	DeKalb	  	Jefferson	  	Parke	  	Wabash
	Delaware	  	Johnson	  	Perry	  	Warren
	Dubois	  	Knox	  	Pike	  	Warrick
	Elkhart	  	Kosciusko	  	Porter	  	Washington
	Floyd	  	LaGrange	  	Posey	  	Wayne
	Fountain	  	Lake	  	Pulaski	  	Wells
	Fulton	  	LaPorte	  	Putnam	  	White
		  		  		  	Whitley
	
	Iowa
				
	Boone	  	Madison	  	Polk	  	
	Dallas	  	Marion	  	Story	  	
	Jasper	  	Marshall	  	Warren	  	
	
	Kansas
				
	Barber	  	Franklin	  	Linn	  	Rice
	Butler	  	Greenwood	  	Marion	  	Saline
	Chase	  	Harper	  	McPherson	  	Sedgwick
	Clay	  	Harvey	  	Miami	  	Shawnee
	Cloud	  	Jackson	  	Mitchell	  	Stafford
	Cowley	  	Jefferson	  	Osage	  	Sumner
	Dickinson	  	Johnson	  	Ottawa	  	Wabunsee
	Douglas	  	Kingman	  	Pottawatamie	  	Wyandotte
	Elk	  	Leavenworth	  	Pratt	  	
	Ellsworth	  	Lincoln	  	Reno	  	


  
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	Kentucky
				
	Adair	  	Clark	  	Henry	  	Oldham
	Allen	  	Clinton	  	Jefferson	  	Owen
	Anderson	  	Cumberland	  	Jessamine	  	Pendleton
	Barren	  	Daviess	  	Kenton	  	Powell
	Bath	  	Estill	  	Laurel	  	Pulaski
	Bell	  	Fayette	  	Lincoln	  	Scott
	Boone	  	Franklin	  	Logan	  	Shelby
	Bourbon	  	Garrard	  	Madison	  	Simpson
	Boyd	  	Grayson	  	Meade	  	Spencer
	Boyle	  	Green	  	Menifee	  	Taylor
	Breckinridge	  	Greenup	  	Mercer	  	Trimble
	Bullitt	  	Hardin	  	Monroe	  	Warren
	Campbell	  	Harrison	  	Montgomery	  	Whitley
	Casey	  	Hart	  	Nicholas	  	Woodford
	
	Louisiana
				
	Acadia	  	Evangeline	  	Morehouse	  	St Martin
	Allen	  	Franklin	  	Natchitoches	  	St Mary
	Ascension	  	Grant	  	Orleans	  	St Tammany
	Assumption	  	Iberia	  	Ouachita	  	Tangipahoa
	Avoyelles	  	Iberville	  	Plaquemines	  	Tensas
	Beauregard	  	Jackson	  	Pointe Coupee	  	Terrebonne
	Bienville	  	Jefferson	  	Rapides	  	Union
	Caldwell	  	Jefferson Davis	  	Richland	  	Vermilion
	Catahoula	  	Lafayette	  	St Bernard	  	Vernon
	Claiborne	  	Lafourche	  	St Charles	  	Washington
	Concordia	  	La Salle	  	St Helena	  	W Baton Rouge
	E Baton Rouge	  	Lincoln	  	St James	  	W Carroll
	E Carroll	  	Livingston	  	St John the Baptist	  	W Feliciana
	E Feliciana	  	Madison	  	St Landry	  	Winn
	
	Maine
				
	Androscogin	  	Hancock	  	Piscataquis	  	Waldo
	Cumberland	  	Penobscot	  	Sagadahoc	  	York
	
	Maryland
				
	Anne Arundel	  	Cecil	  	Montgomery	  	Worcester
	Baltimore	  	Dorchester	  	Prince Georges	  	
	Baltimore City	  	Harford	  	Somerset	  	
	Carroll	  	Howard	  	Wicomico	  	
	
	Massachusetts
				
	Barnstable	  	Franklin	  	Norfolk	  	
	Berkshire	  	Hampden	  	Plymouth	  	
	Bristol	  	Hampshire	  	Suffolk	  	
	Essex	  	Middlesex	  	Worcester	  	


  
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	Michigan
				
	Allegan	  	Genesee	  	Lenawee	  	Ottawa
	Arenac	  	Gladwin	  	Livingston	  	Saginaw
	Barry	  	Gratiot	  	Macomb	  	St Clair
	Bay	  	Ingham	  	Midland	  	Shiawassee
	Berrien	  	Ionia	  	Monroe	  	Tuscola
	Cass	  	Isabella	  	Montcalm	  	Van Buren
	Clare	  	Jackson	  	Muskegon	  	Washtenaw
	Clinton	  	Kent	  	Newaygo	  	Wayne
	Eaton	  	Lapeer	  	Oakland	  	
	
	Minnesota
				
	Anoka	  	Hennepin	  	Ramsey	  	Wabasha
	Carver	  	Houston	  	Rice	  	Washington
	Dakota	  	Le Sueur	  	Scott	  	Winona
	Dodge	  	McLeod	  	Sherburne	  	Wright
	Fillmore	  	Mower	  	Sibley	  	
	Goodhue	  	Olmsted	  	Steele	  	
	
	Mississippi
				
	Alcorn	  	Hinds	  	Leake	  	Prentiss
	Benton	  	Issaquena	  	Lee	  	Rankin
	Calhoun	  	Itawamba	  	Lowndes	  	Scott
	Chickasaw	  	Jackson	  	Madison	  	Sharkey
	Claiborne	  	Jasper	  	Marion	  	Simpson
	Clarke	  	Jefferson	  	Marshall	  	Smith
	Clay	  	Jefferson Davis	  	Monroe	  	Stone
	Copiah	  	Jones	  	Neshoba	  	Tippah
	Covington	  	Kemper	  	Newton	  	Tishomingo
	Forrest	  	Lafayette	  	Oktibbeha	  	Union
	George	  	Lamar	  	Pearl River	  	Walthall
	Hancock	  	Lauderdale	  	Perry	  	Warren
	Harrison	  	Lawrence	  	Pontotoc	  	Wayne
		  		  		  	Yazoo


  
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	Missouri
				
	Barry	  	Dunklin	  	Mississippi	  	St Francois
	Barton	  	Franklin	  	New Madrid	  	St Louis
	Bollinger	  	Greene	  	Newton	  	St Louis City
	Butler	  	Henry	  	Ozark	  	Ste Genevieve
	Camden	  	Hickory	  	Pemiscot	  	Stoddard
	Cape Girardeau	  	Iron	  	Perry	  	Stone
	Carter	  	Jasper	  	Pike	  	Taney
	Cedar	  	Jefferson	  	Polk	  	Vernon
	Christian	  	Laclede	  	Reynolds	  	Warren
	Crawford	  	Lawrence	  	Ripley	  	Washington
	Dade	  	Lincoln	  	Scott	  	Wayne
	Dallas	  	Madison	  	St Charles	  	Webster
	Douglas	  	McDonald	  	St Clair	  	Wright
	
	Nevada
				
	Carson City	  	Storey	  	Washoe	  	
	
	New Hampshire
				
	Belknap	  	Hillsboro	  	Strafford	  	
	Carroll	  	Merrimack	  	York, ME	  	
	Essex, MA	  	Rockingham	  		  	
	
	New Jersey
				
	Bergen	  	Hudson	  		  	
	
	New Mexico
				
	Bernalillo	  	McKinley	  	Santa Fe	  	Valencia
	Cibola	  	Mora	  	San Miguel	  	
	Los Alamos	  	Sandoval	  	Torrance	  	
	
	New York
				
	Chautauqua	  	Niagara	  		  	
	Erie	  	Queens	  		  	
	Nassau	  	Suffolk	  		  	


  
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	North Carolina
				
	Alamance	  	Forsyth	  	Lee	  	Rowan
	Cabarrus	  	Franklin	  	Lincoln	  	Sampson
	Caswell	  	Gaston	  	Mecklenburg	  	Stokes
	Catawba	  	Granville	  	Moore	  	Surry
	Chatham	  	Guilford	  	Nash	  	Vance
	Cleveland	  	Halifax	  	Orange	  	Wake
	Cumberland	  	Harnett	  	Person	  	Warren
	Davidson	  	Hoke	  	Randolph	  	Yadkin
	Davie	  	Iredell	  	Robeson	  	
	Durham	  	Johnston	  	Rockingham	  	
	
	Ohio
				
	Adams	  	Defiance	  	Lorain	  	Putnam
	Allen	  	Erie	  	Lucas	  	Ross
	Ashtabula	  	Fayette	  	Madison	  	Sandusky
	Athens	  	Franklin	  	Mahoning	  	Seneca
	Auglaize	  	Fulton	  	Medina	  	Shelby
	Belmont	  	Geauga	  	Meigs	  	Stark
	Brown	  	Greene	  	Mercer	  	Summit
	Butler	  	Guernsey	  	Miami	  	Trumbull
	Carroll	  	Hamilton	  	Monroe	  	Tuscarawas
	Champaign	  	Hancock	  	Montgomery	  	Union
	Clark	  	Hardin	  	Morgan	  	Warren
	Clermont	  	Harrison	  	Muskingum	  	Washington
	Clinton	  	Henry	  	Noble	  	Wayne
	Columbiana	  	Huron	  	Ottawa	  	Williams
	Coshocton	  	Jefferson	  	Pickaway	  	Wood
	Cuyahoga	  	Lake	  	Portage	  	Wyandot
	Darke	  	Logan	  	Preble	  	
	
	Oklahoma
				
	Adair	  	Grant	  	Nowata	  	Seminole
	Alfalfa	  	Hughes	  	Okfuskee	  	Sequoyah
	Blaine	  	Kay	  	Oklahoma	  	Tulsa
	Canadian	  	Kingfisher	  	Okmulgee	  	Wagoner
	Cherokee	  	Lincoln	  	Osage	  	Washington
	Cleveland	  	Logan	  	Ottawa	  	Woods
	Craig	  	Major	  	Pawnee	  	
	Creek	  	Mayes	  	Payne	  	
	Delaware	  	McClain	  	Pontotoc	  	
	Ellis	  	Muskogee	  	Pottawatomie	  	
	Garfield	  	Noble	  	Rogers	  	
	
	Oregon
				
	Clackamas	  	Deschutes	  	Marion	  	Washington
	Columbia	  	Douglas	  	Multnomah	  	Yamhill
	Crook	  	Jefferson	  	Polk	  	


  
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	Pennsylvania
				
	Adams	  	Cumberland	  	Lycoming	  	Sullivan
	Allegheny	  	Dauphin	  	Mercer	  	Susquehanna
	Armstrong	  	Delaware	  	Monroe	  	Union
	Beaver	  	Erie	  	Montgomery	  	Venango
	Berks	  	Fayette	  	Montour	  	Warren
	Bucks	  	Greene	  	Northampton	  	Washington
	Butler	  	Huntingdon	  	Northumberland	  	Wayne
	Carbon	  	Lackawanna	  	Perry	  	Westmoreland
	Chester	  	Lancaster	  	Philadelphia	  	Wyoming
	Clarion	  	Lawrence	  	Pike	  	York
	Clinton	  	Lebanon	  	Schuylkill	  	
	Columbia	  	Lehigh	  	Snyder	  	
	Crawford	  	Luzerne	  	Somerset	  	
	
	Puerto Rico
				
	Canovanas	  	Culebra	  	Loiza	  	San Juan
	Carolina	  	Fajardo	  	Luquillo	  	Trujillo Alto
	Ceiba	  	Guaynabo	  	Rio Grande	  	Vieques
	
	Rhode Island
				
	Bristol	  	Newport	  	Providence	  	Washington
	Kent	  		  		  	
	
	South Carolina
				
	Abbeville	  	Chesterfield	  	Hampton	  	Oconee
	Aiken	  	Clarendon	  	Horry	  	Orangeburg
	Allendale	  	Colleton	  	Jasper	  	Pickens
	Anderson	  	Darlington	  	Kershaw	  	Richland
	Bamberg	  	Dillon	  	Lancaster	  	Saluda
	Barnwell	  	Dorchester	  	Laurens	  	Spartanburg
	Beaufort	  	Edgefield	  	Lee	  	Sumter
	Berkeley	  	Fairfield	  	Lexington	  	Union
	Calhoun	  	Florence	  	Marion	  	Williamsburg
	Charleston	  	Georgetown	  	Marlboro	  	York
	Cherokee	  	Greenville	  	McCormick	  	
	Chester	  	Greenwood	  	Newberry	  	
	
	South Dakota
				
	Brookings	  	Hutchinson	  	McCook	  	Turner
	Clay	  	Lake	  	Minnehaha	  	Union
	Hanson	  	Lincoln	  	Moody	  	


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


  
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	Texas
				
	Aransas	  	DeWitt	  	Jim Wells	  	Polk
	Atascosa	  	Denton	  	Johnson	  	Rains
	Austin	  	Duval	  	Karnes	  	Refugio
	Bandera	  	Ellis	  	Kaufman	  	Rockwall
	Bastrop	  	Falls	  	Kendall	  	San Jacinto
	Bee	  	Fannin	  	Kenedy	  	San Patricio
	Bell	  	Fayette	  	Kleberg	  	Somervell
	Bexar	  	Ft Bend	  	LaSalle	  	Tarrant
	Blanco	  	Galveston	  	Lampasas	  	Travis
	Bosque	  	Goliad	  	Lavaca	  	Trinity
	Brazoria	  	Gonzales	  	Lee	  	Van Zandt
	Brazos	  	Grayson	  	Leon	  	Victoria
	Brooks	  	Grimes	  	Liberty	  	Walker
	Burleson	  	Guadalupe	  	Limestone	  	Waller
	Burnet	  	Harris	  	Live Oak	  	Washington
	Caldwell	  	Hays	  	Llano	  	Webb
	Calhoun	  	Henderson	  	Madison	  	Wharton
	Cameron	  	Hildago	  	McLennan	  	Willacy
	Chambers	  	Hill	  	McMullen	  	Williamson
	Collin	  	Hood	  	Medina	  	Wilson
	Colorado	  	Hopkins	  	Milam	  	Wise
	Comal	  	Houston	  	Montague	  	
	Cooke	  	Hunt	  	Montgomery	  	
	Coryell	  	Jackson	  	Nueces	  	
	Dallas	  	Jim Hogg	  	Parker	  	
	Delta	  		  		  	
	
	Utah
				
	Davis	  	Salt Lake	  	Washington	  	
	Iron	  	Utah	  	Weber	  	


  
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	Virginia
				
	Albemarle	  	Dinwiddie	  	Lexington City	  	Radford
	Alleghany	  	Essex	  	Loudoun	  	Richmond
	Amelia	  	Fauquier	  	Louisa	  	Richmond City
	Amherst	  	Floyd	  	Lunenburg	  	Roanoke
	Appomattox	  	Fluvanna	  	Lynchburg	  	Rockbridge
	Augusta	  	Franklin	  	Madison	  	Rockingham
	Bedford	  	Franklin City	  	Martinsville City	  	Russell
	Bedford City	  	Fredericksburg City	  	Mathews	  	Salem
	Bland	  	Galax City	  	Mecklenburg	  	Scott
	Botetourt	  	Giles	  	Middlesex	  	Shenandoah
	Bristol City	  	Gloucester	  	Montgomery	  	Smyth
	Brunswick	  	Goochland	  	Nelson	  	Southampton
	Buchanan	  	Grayson	  	New Kent	  	Spotsylvania
	Buckingham	  	Greene	  	Newport News City	  	Stafford
	Buena Vista City	  	Greensville	  	Norfolk	  	Staunton City
	Campbell	  	Halifax	  	Northampton	  	Suffolk City
	Caroline	  	Hampton City	  	Northumberland	  	Surry
	Carroll	  	Hanover	  	Nottoway	  	Sussex
	Charles City	  	Harrisonburg	  	Orange	  	Tazewell
	Charlotte	  	Henrico	  	Page	  	Virginia Beach City
	Charlottesville	  	Henry	  	Patrick	  	Washington
	Chesapeake City	  	Highland	  	Petersburg City	  	Waynesboro City
	Chesterfield	  	Hopewell City	  	Pittsylvania	  	Westmoreland
	Colonial Heights	  	Isle Of Wight	  	Poquoson City	  	Williamsburg City
	Covington	  	James City	  	Portsmouth City	  	Wise
	Craig	  	King And Queen	  	Powhatan	  	Wythe
	Culpeper	  	King George	  	Prince Edward	  	York
	Cumberland	  	King William	  	Prince George	  	
	Danville	  	Lancaster	  	Prince William	  	
	Dickenson	  	Lee	  	Pulaski	  	
	
	Washington
				
	Benton	  	Ferry	  	Grant	  	Walla Walla
	Douglas	  	Franklin	  	Okanogan	  	
	
	West Virginia
				
	Barbour	  	Jackson	  	Monroe	  	Summers
	Boone	  	Kanawha	  	Nicholas	  	Taylor
	Brooke	  	Lewis	  	Ohio	  	Tucker
	Cabell	  	Lincoln	  	Pendleton	  	Tyler
	Calhoun	  	Logan	  	Pleasants	  	Upshaw
	Clay	  	Marion	  	Pocahontas	  	Upshur
	Doddridge	  	Marshall	  	Preston	  	Webster
	Fayette	  	Mason	  	Putnam	  	Wetzel
	Gilmer	  	McDowell	  	Raleigh	  	Wirt
	Grant	  	Mercer	  	Randolph	  	Wood
	Greenbrier	  	Mingo	  	Ritchie	  	Wyoming
	Harrison	  	Monongalia	  	Roane	  	


  
 ATTACHMENT TWO
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	Wisconsin
				
	Brown	  	Milwaukee	  	Shawano	  	
	Calumet	  	Oconto	  	Washington	  	
	Kenosha	  	Outagamie	  	Waukesha	  	
	Kewaunee	  	Ozaukee	  	Winnebago	  	
	Manitowoc	  	Racine	  		  	
	
	Wyoming
				
	Converse	  	Natrona	  	Niobrara	  	Platte
	Fremont	  		  		  	


  
 ATTACHMENT TWO
– Page 13