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

EX-10.4 5 d275909dex104.htm AMENDED AND RESTATED EMPLOYMENT AGREEMENT DATED DECEMBER 29, 2011 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.

 

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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


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      

 

ATTACHMENT TWO – Page 1


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


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

 

ATTACHMENT TWO – Page 3


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   

 

ATTACHMENT TWO – Page 4


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   

 

ATTACHMENT TWO – Page 5


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

 

ATTACHMENT TWO – Page 6


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      

 

ATTACHMENT TWO – Page 7


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   

 

ATTACHMENT TWO – Page 8


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   

 

ATTACHMENT TWO – Page 9


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

 

ATTACHMENT TWO – Page 10


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   

 

ATTACHMENT TWO – Page 11


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 – Page 12


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