Enhabit, Inc. Director Deferred Compensation Plan

24.“Participant” shall mean any Non-Employee Director who has elected to receive Cash Compensation in the form of Common Stock (whether current or deferred) in accordance with the Plan.

25.“Payment Election” shall mean the portion of the Election Agreement completed by a Participant and filed with the Company that indicates the timing of the payment of the Participant’s Deferred Common Stock Portion.

26.“Plan” shall mean this Enhabit, Inc. Director Deferred Compensation Plan, as amended or amended and restated from time to time.

27.“Specified Employee” shall mean a “specified employee” with respect to the Company (or a controlled group member) determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code and Treasury Regulation Section 1.409A-1(i) or any successor provision.

28.“Termination of Service” means a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(2)(i).

29.“Unforeseeable Emergency” means an event that results in severe financial hardship to a Participant resulting from (a) an illness or accident of the Participant or his or her spouse, dependent (as defined in Section 152(a) of the Code), or Beneficiary, (b) loss of the Participant’s property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances arising as of result of events beyond the control of the Participant.

30.“Year” shall mean a calendar year.

1.Election to Receive Common Stock in Lieu of Cash. With respect to Cash Compensation payable to a Non-Employee Director with respect to any Year (each, a “Covered Year”), such Non-Employee Director may elect that all or a specified percentage of the Cash Compensation for such Covered Year be paid in the form of Common Stock under the Omnibus Plan, with the balance of such Cash Compensation (if any) being paid in cash (such election, the “Stock Election”). For purposes of this Section, (i) except as otherwise provided in the applicable Election Agreement, such Stock Election will be effective only for the Covered Year, and a Non-Employee Director who desires to make a Stock Election with respect to a subsequent Year must make such Stock Election for such subsequent Year, and (ii) if a Non-Employee Director fails to make a Stock Election for a Covered Year, then such Non-Employee Director’s Cash Compensation for such Covered Year shall be paid entirely in cash.

2.Election of Current or Deferred Common Stock. A Participant may receive his or her Common Stock Portion with respect to any Year, elected pursuant to Section 1 of this Article, in the form of shares of Common Stock paid at the time the related Cash Compensation would have otherwise been paid, or may elect to defer receipt of all or a specified portion of such Common Stock Portion in the form of DSUs by making a Deferral Election in the Participant’s Election Agreement. Any portion of a Participant’s Common Stock Portion that is subject to a Deferral Election will be subject to the provisions of Article IV, and any remaining portion of the Common Stock Portion will be subject to the provisions of Article III. If permitted by the Committee, an Election Agreement may provide that the Participant’s Deferral Election applicable to a Year shall continue to be effective for his or her Common Stock Portion for each Year thereafter until terminated or modified by filing a new Deferral Election.

3.Procedure for Elections. Any Stock Election made pursuant to Section 1 of this Article (including any Deferral Election made pursuant to Section 2 of this Article) shall be (x) made on an Election Agreement filed with the Chief Human Resources Officer of the Company (or other Company administrative representative as may be designated by the Committee) and (y) made by, and shall be effective as of, the applicable Election Filing Date; provided, however, that an individual who first becomes eligible to participate in the Plan during the course of a Year, rather than as of the applicable Election Filing Date, shall make such Stock Election (and, if applicable, Deferral Election) within thirty days following the date the Non-Employee Director first becomes eligible to participate in the Plan (the “Newly Eligible Window”). Any Stock Election (and, if applicable, Deferral Election) made during a Newly Eligible Window shall be effective on the first day of the first complete calendar quarter commencing after the date of such Stock Election (and, if applicable, Deferral Election) with regard to Cash Compensation earned during such Year following the filing of the Election Agreement with the Company. For purposes of the preceding sentence, where an individual has ceased being eligible to participate in the Plan (other than the accrual of earnings), regardless of whether all amounts deferred under the Plan have been paid, and subsequently becomes eligible to participate in the Plan again, the individual shall be treated as being initially eligible to participate in the Plan if the individual had not been eligible to participate in the Plan (other than the accrual of earnings) at any time during the twenty-four month period ending on the date the individual again becomes eligible to participate in the Plan.

4.Revoking an Election. Any Stock Election made pursuant to Section 1 of this Article (and, if applicable, any Deferral Election made pursuant to Section 2 of this Article) shall be, once effective, irrevocable. In order to revoke or modify a Stock Election or Deferral Election for any particular Year, a revocation or modification must be delivered to the Chief Human Resources Officer of the Company (or other Company administrative representative as was previously designated by the Committee) prior to the applicable deadline for making a Stock Election and Deferral Election under this Article (the Election Filing Date or the end of the Newly Eligible Window).

1.DSU Accounts. For each Participant who makes a Deferral Election, there shall be established on the books and records of the Company, for bookkeeping purposes only, a separate Account to reflect the Participant’s interest under the Plan. Each Participant’s Account shall consist of a separate Sub-Account for each Year with respect to which the Participant has elected to defer payment of his or her Common Stock Portion. The Account so established shall be maintained in accordance with the following in respect of each Deferral Election made pursuant to Section 2 of Article II:

2.Payment Elections. A Participant who makes a Deferral Election pursuant to Section 2 of Article II must also make a Payment Election with respect to the Deferred Common Stock Portion. Subject to Sections 4 and 5 of this Article, all Payment Elections are irrevocable, shall be made on an Election Agreement filed with the Chief Human Resources Officer of the Company (or other Company administrative representative as may be designated by the Committee), and shall comply with the following requirements:

1.A Participant may elect to receive payment (in whole shares of Common Stock) upon either (A) the date the Participant incurs a Termination of Service for any reason or (B) the earlier of the date otherwise specified by the Participant in the Election Agreement in accordance with election procedures established by the Committee in compliance with Section 409A of the Code and the date the Participant incurs a Termination of Service for any reason.

2.Subject to Section 2(iii) of this Article, payments made in accordance with the Participant’s election under Section 2(i)(1) of this Article shall be paid (in whole shares of Common Stock) within 90 days following the date triggering payment pursuant to the election under Section 2(i)(1), provided that, in either case, the Participant shall not have the right to designate the Year of payment.

3.Method of Payment. A Participant’s Account and Sub-Accounts under the Plan shall be paid at the time(s) provided for under this Article in a lump sum consisting of a number of whole shares of Common Stock equal to the total number of whole DSUs in the Account and Sub-Accounts that are payable at such time. Any DSUs settled in shares of Common Stock will be delivered under the Omnibus Plan or any other applicable stockholder-approved equity plan of the Company. There shall be deducted from the amount of any payment otherwise required to be made under the Plan all federal, state and local taxes required by law to be withheld by the Company, if any, with respect to such payment.

4.Death of a Participant. In the event of the death of a Participant, the amount of the Participant’s Account and Sub-Accounts shall be paid (in whole shares of Common Stock) to the Beneficiary or Beneficiaries designated in a writing on a form that the Company may designate from time to time (the “Beneficiary Designation”) within 90 days of the day of death; provided, that the Beneficiary or Beneficiaries shall not have the right to designate the Year of payment. A Participant’s Beneficiary Designation may be changed at any time prior to his or her death by the execution and delivery of a new Beneficiary Designation. The Beneficiary Designation on file with the Company that bears the latest date at the time of the Participant’s death shall govern. In the absence of a Beneficiary Designation or the failure of any Beneficiary to survive the Participant, the amount of the Participant’s Account and Sub-Accounts shall be paid (in whole shares of Common Stock) to the Participant’s estate within 90 days of the day of death; provided that the representative of the estate shall not have the right to designate the Year of payment.

5.Change in Control; Unforeseeable Emergency. Notwithstanding the foregoing provisions of this Article:

6.Adjustments. The Committee shall make or provide for such adjustments in the numbers of shares of Common Stock credited to Participants’ Accounts and Sub-Accounts, and in the kind of such shares, as the Committee in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (i) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (ii) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (iii) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for any or all shares of Common Stock deliverable under the Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances.

7.Fractional Shares. The Company shall not be required to issue any fractional shares of Common Stock pursuant to the Plan.

1.The Company, through the Committee, shall be responsible for the general administration of the Plan and for carrying out the provisions hereof. The Committee shall have all such powers as may be necessary to carry out the provisions of the Plan, including the power to (i) determine all questions relating to eligibility for participation in the Plan and the amount in the Account or Sub-Accounts of any Participant and all questions pertaining to claims for benefits and procedures for claim review, (ii) resolve all other questions arising under the Plan, including any questions of construction, and (iii) take such further action as the Committee shall deem advisable in the administration of the Plan. The actions taken and the decisions made by the Committee hereunder shall be final and binding upon all interested parties.

2.No member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and the Company shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission, or determination relating to the Plan, unless, in either case, such action, omission, or determination was taken or made by such member, director, or employee in bad faith and without reasonable belief that it was in the best interests of the Company.

1.Limitation on Stock Elections. Notwithstanding anything in the Plan to the contrary, in no event will a Non-Employee Director’s Stock Election for a Year result in such Non-Employee Director receiving equity awards under the Omnibus Plan in such Year that exceed any applicable limit on non-employee director equity awards set forth in the Omnibus Plan. In furtherance of the foregoing, the Committee may approve a limit on the aggregate amount of a Non-Employee Director’s Cash Compensation that may be subject to a Stock Election for any applicable Year, which limit shall be set forth in the applicable Election Agreement. To the extent that delivery of Common Stock or DSUs pursuant to a Non-Employee Director’s Stock Election on any applicable date would cause any applicable limit on non-employee director equity awards under the Omnibus Plan to be exceeded, such excess portion will instead be

deferred in the form of cash, and the terms of any Deferral Election with respect to such amount will otherwise apply with respect to the cash amount. In the event of such a cash deferral, the Committee may determine the method of payment and a deemed investment medium or interest rate with respect to such cash amount in compliance with Section 409A of the Code.

2.Non-alienation of Deferred Compensation. No right or interest under the Plan of any Participant or Beneficiary may be transferred or otherwise disposed of by a Participant or Beneficiary, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, except as permitted by the Plan or by the Committee, or by will or the laws of descent and distribution. No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any such right or interest by any holder thereof in violation of the provisions of the Plan shall be valid.

3.Interest of Director. The obligation of the Company under the Plan to make payment of amounts reflected in an Account merely constitutes the unsecured promise of the Company to make payments from its general assets, as provided herein, and no Participant or Beneficiary shall have any interest in, or a lien or prior claim upon, any property of the Company. It is the intention of the Company that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA. The Company may create a trust to hold funds to be used in payment of its obligations under the Plan, and may fund such trust; provided, however, that any funds contained therein shall remain liable for the claims of the Company’s general creditors and provided, further, that no amount shall be transferred to trust if, pursuant to Section 409A of the Code, such amount would, for purposes of Section 83 of the Code, be treated as property transferred in connection with the performance of services.

4.Claims of Other Persons. The provisions of the Plan shall in no event be construed as giving any other person, firm or corporation any legal or equitable right as against the Company or any subsidiary or the officers, employees or Non-Employee Directors of the Company, except any such rights as are specifically provided for in the Plan or are hereafter created in accordance with the terms and provisions of the Plan.

5.Severability. The invalidity and unenforceability of any particular provision of the Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted herefrom.

6.Governing Law. Except to the extent preempted by federal law, the provisions of the Plan shall be governed and construed in accordance with the laws of the State of Delaware.

7.Relationship to Other Plans. The Plan is intended to serve the purposes of and to be consistent with the Omnibus Plan and any similar plan approved by the Committee for purposes of the Plan. The issuance or transfer of shares of Common Stock pursuant to the Plan shall be subject in all respects to the terms and conditions of the Omnibus Plan and any other such plan.

8.Compliance with Section 409A of the Code.

9.Headings: Interpretation.