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

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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

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 29^th 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 (52^nd) 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

 

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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;

 

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(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

 

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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,

 

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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

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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:

 

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(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.

 

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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.

 

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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]

 

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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]

 

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

 

 

 

 

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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

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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

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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

 

ATTACHMENT TWO – Page 1

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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

 

ATTACHMENT TWO – Page 2

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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

 

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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

 

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