AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND AMONG AMEDISYS, INC., AMEDISYS HOLDING, L.L.C. AND PAUL B. KUSSEROW DATED AS OF SEPTEMBER 27, 2018

Exhibit 10.1

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

BY AND AMONG

AMEDISYS, INC.,

AMEDISYS HOLDING, L.L.C.

AND

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DATED AS OF SEPTEMBER 27, 2018

TABLE OF CONTENTS

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of September 27, 2018, by and among Amedisys, Inc., a Delaware corporation having its headquarters at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (“Amedisys” or the “Company”), Amedisys Holding, L.L.C., a Louisiana limited liability company having its headquarters at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Holding”), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a person of the age of majority (“Executive”).

RECITALS

WHEREAS, the Company, Holding and the Executive (individually a “Party” and together the “Parties”) have entered into that certain Employment Agreement, dated as of December 11, 2014, pursuant to which the Executive has been serving as the Company’s President and Chief Executive Officer (the “Existing Employment Agreement”); and

WHEREAS, the Parties hereto wish to amend and restate the Existing Employment Agreement to (a) extend the term of the Existing Employment Agreement, (b) provide for additional equity awards to Executive as set forth herein, and (c) make certain other amendments and modifications to the Existing Employment Agreement, subject to the conditions set forth herein.

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 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.

“2019 Equity Awards” shall have the meaning set forth in Section 5(c).

“AAA” shall have the meaning set forth in Section 14.

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

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

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

“Board” shall have the meaning set forth in Section 4(d).

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

“Change in Control” shall have the meaning set forth in Section 8(c).

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

“Code” shall mean the United States Internal Revenue Code of 1986, as amended, or any successor provision of law, and the regulations promulgated thereunder.

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“Committee” shall have the meaning set forth in Section 5(a).

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

“Confidential Information” shall have the meaning set forth in Section 9(c).

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

“Current Performance Period RSUs” shall have the meaning set forth in Section 5(c)(vii).

“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 Executive’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 Executive’s release of claims (as described in Section 8(h)) becomes irrevocable.

“Effective Date” shall have the meaning set forth in Section 3(a).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excise Tax” shall have the meaning set forth in Section 15(a).

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

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

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

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

“Good Reason” shall have the meaning set forth in Section 8(c).

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

“Net After-Tax Receipt” shall have the meaning set forth in Section 15(b).

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

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

“Payments” shall have the meaning set forth in Section 15(a).

“Restricted Area” shall have the meaning set forth in Section 10(a).

“Restricted Business” shall have the meaning set forth in Section 10(a).

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“Restriction Period” shall have the meaning set forth in Section 10(b).

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

“Subsidiary” shall have the meaning set forth in Section 9(d).

“Target Bonus” shall have the meaning set forth in Section 5(b).

“Third Party” shall have the meaning set forth in Section 15(d).

“Term” shall have the meaning set forth in Section 3(a).

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

Section 3.    Term.

The term of Executive’s employment under this Agreement (the “Term”) shall commence on September 27, 2018 (the “Effective Date”), and expire on December 16, 2021 unless terminated prior thereto in accordance herewith. 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; provided, however, that simultaneously with the expiration of the Term and termination of this Agreement, Executive’s employment shall continue on an “at will” basis unless or until such “at will” employment is terminated by the Company or Executive by notice in writing.

Section 4.    Title, Position, Duties and Responsibilities.

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Section 5.    Base Salary; Bonus; Equity Awards.

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(i)    Subject to approval of the Committee, Executive will be granted, on January 2, 2019, (A) 36,819 time-based restricted stock units using the form of Restricted Stock Unit Award Agreement attached to this Agreement as Exhibit A, (B) time-based stock options to purchase 80,602 shares of the Company’s common stock using the form of Stock Option Award Agreement attached to this Agreement as Exhibit B, and (C) 73,638 performance-based restricted stock units using the form of Performance-Based Restricted Stock Unit Award Agreement attached to this Agreement as Exhibit C (collectively, the “2019 Equity Awards”).

(ii)    Unless his employment is terminated for Cause, Executive shall have until the earlier of (A) the expiration date of any option granted pursuant to this Agreement and (B) 90 days following termination of employment in which to exercise any of such options that were vested on the date of termination. If his employment is terminated for Cause, there shall be no post-termination exercise period and all vested and unvested options shall terminate immediately upon termination of employment.

(iii)    Unless vesting is accelerated pursuant to the terms of this Agreement, the unvested 2019 Equity Awards will be forfeited upon a termination of the Executive’s employment with the Company; provided that, for purposes of clarity, any option award that is vested as of the date of termination may continue to be exercised post-termination to the extent contemplated by Section 5(c)(ii); and provided further that, notwithstanding anything in this Agreement to the contrary, the third and final tranche of the time-based restricted stock units shall vest as set forth in Section 2 of the Restricted Stock Unit Award Agreement attached to this Agreement as Exhibit A, the third and final tranche of the time-based stock options shall vest as set forth in Section 1(b) of the Stock Option Award Agreement attached to this Agreement as Exhibit B, and the performance-based restricted stock units shall vest as set forth in Schedule I to the Performance-Based Restricted Stock Unit Award Agreement attached to this Agreement as Exhibit C, so long as Executive’s employment with the Company did not terminate prior to the end of the Term set forth in Section 3 of this Agreement.

(iv)    Upon a Change in Control, the 2019 Equity Awards shall vest as set forth in Section 8(e)(vi).

In no case shall Executive 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 and underlying equity plan.

Section 6.    Employee Incentive Compensation and Benefit Programs.

While Executive remains employed by the Company, Executive shall be entitled to participate, consistent with his rank and position (to the extent applicable), in addition to the incentive plans referenced in Section 5, in such other compensation (other than equity compensation), pension and welfare benefit plans and programs of the Company as are made available to the Company’s senior level executives or to its 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, in its sole discretion, expressly retains the right to modify or terminate any such compensation, pension and welfare benefit plans and programs referenced in this Section 6.

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Section 7.    Reimbursement of Legal Fees and Business and Other Expenses.

Section 8.    Termination of Employment.

(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 Executive’s termination of employment as a result of death or Disability;

(ii)    the balance of any non-equity 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 the Earliest Payment Date;

(iii)    the immediate vesting of all unvested equity awards held by Executive as of the date of death or Disability; 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 Executive, whether or not Executive actually receives disability benefits under the plan or policy. If no long-term disability plan or policy was ever maintained on behalf of Executive, “Disability” means “Permanent and Total Disability” as defined in Section 22(e)(3) of the Code. In a dispute, the determination whether Executive has suffered a Disability will be made by the Committee and may be supported by the advice of a physician competent in the area to which that Disability relates.

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(i)    “Cause” shall mean:

(A)    Executive’s willful and material breach of Sections 9, 10, or 11 of this Agreement;

(B)    Executive is convicted of, or enters a plea of nolo contendere to, a felony involving fraud, theft, embezzlement, dishonesty or moral turpitude;

(C)    Executive 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 which are consistent with this Agreement resulting, in either case, in material harm to the financial condition or reputation of the Company, provided that Executive will be given 30 calendar days’ written notice and opportunity to cure such breach, to the extent capable of being cured; or

(D)    Executive 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 Executive’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 Executive.

(ii)    A termination for Cause shall not take effect until a determination by the Board that, in its judgment, grounds for termination of Executive for Cause exist, and Executive is provided a written statement of the grounds for his termination and the reasons supporting such stated grounds and Executive is provided the opportunity to rebut such grounds for termination in both a written and oral presentation to the Board.

(iii)    In the event the Company terminates Executive’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 Section 8(i) and (k) if such provisions are applicable with respect to such payment, or, if such provisions are not applicable, not later than 15 days following Executive’s termination of employment;

(B)    any non-equity 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 the Earliest Payment Date; and

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

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(i)    Base Salary through the date of termination of Executive’s employment, which shall be paid in a single lump sum at the time set out in Section 8(i) and (k) if such provisions are applicable with respect to such payment, or, if such provisions are not applicable, not later than 15 days following Executive’s termination of employment;

(ii)    an amount equal to two (2) times the sum of (A) the Base Salary, at the annualized rate in effect on the date of termination of Executive’s employment (or in the event a reduction in Base Salary is a basis for a termination with Good Reason, then the Base Salary in effect immediately prior to such reduction), and (B) the greater of (x) an amount equal to the cash bonus earned for the previous fiscal year or (y) Two Hundred Twenty-Five Thousand Dollars ($225,000), which amount shall be payable in substantially equal monthly installments in accordance with the Company’s payroll practices for a period of 24 months beginning with the calendar month that immediately follows the Earliest Payment Date (the “Severance Period”) unless otherwise required to be paid in accordance with Section 8(i);

(iii)    the balance of any non-equity 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 the Earliest Payment Date;

(iv)    should Executive elect continuance of group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and/or similar state or federal law or regulation, the Company will pay the full cost of such continued health insurance coverage for Employee and his eligible dependents until the first to occur of (x) the Executive’s attainment of alternative employment if such employment includes health insurance benefits or (y) the expiration of the Severance Period (the “Coverage Period”). Should employee’s entitlement to health insurance continuation coverage under COBRA expire prior to the end of the Coverage Period, the Company will arrange to provide, at the Company’s expense, the Executive and his eligible dependents with continued health insurance benefits substantially similar to those which the Executive and his eligible dependents received under COBRA until the end of the Coverage Period;

(v)    the vesting of the 2014 Equity Awards and the 2015 Equity Awards (as such terms are defined in the Existing Employment Agreement), in accordance with Section 9(c)(v) of the Existing Employment Agreement;

(vi)    the vesting of a number of the time-based stock options and time-based restricted stock units that comprise the 2019 Equity Awards equal to the number obtained by multiplying the total amount, on a per grant basis, of such options and restricted stock units originally granted by a fraction, the numerator of which is the total number of whole months between the date of grant of the 2019 Equity Awards and the date of termination and the denominator of which is 36, less the number of options and restricted stock units that have previously vested;

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(vii)    the vesting of the performance-based restricted stock units that comprise the 2019 Equity Awards as follows: (1) 100% of the performance-based restricted stock units that are allocated to any previously completed performance periods for which performance has been certified as achieved by the Committee and (2) a number of the performance-based restricted stock units that are allocated to the then-current performance-period (the “Current Performance Period RSUs”) equal to the number obtained by multiplying the Current Performance Period RSUs by a fraction, the numerator of which is the total number of whole months Executive served in the then-current performance period and the denominator of which is 12, subject to the Committee’s certification of the satisfaction of the performance criteria for the then-current performance period (any performance-based restricted stock units that do not otherwise vest in accordance with this Section 5(c)(vii), including any performance-based restricted stock units that are allocated to future performance periods, shall be forfeited); and

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

A termination with “Good Reason” shall mean a termination of Executive’s employment at his initiative as provided in this Section 8(c) following the occurrence, without Executive’s written consent, of one or more of the following events (except as a result of a prior termination):

(A)    a material reduction in Executive’s Base Salary and/or Target Bonus other than in connection with a proportionate reduction in the base salaries and/or potential bonuses of all similarly situated senior level executive employees;

(B)    a material diminution of Executive’s authority, responsibilities or duties, including without limitation his not being elected and re-elected to the Board during the Term, his no longer being the Chief Executive Officer of the Company, or in the event of a Change in Control, his no longer being the Chief Executive Officer of the combined enterprise post-transaction; provided that the appointment by the Company of an Executive Chairman shall not without more be deemed to be Good Reason for purposes of this Agreement; and/or

(C)    any action or inaction occurs which constitutes a material breach by the Company of its obligations under this Agreement, including a failure to grant Executive the 2019 Equity Awards substantially in the manner contemplated by this Agreement whether such failure is due to the Committee’s decision not to grant such awards or otherwise.

For purposes of this Agreement, Good Reason shall not be deemed to have occurred unless (i) Executive provides the Company with notice of one of the conditions described above within 90 days of the existence of the condition, (ii) the Company is provided at least 30 days to cure the condition and fails to cure same within such 30 day period, unless such conduct is not reasonably subject to correction, and (iii) Executive terminates employment within at least 150 days of the existence of the condition.

A “Change in Control” shall be deemed to have occurred if:

(A)    any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act or in Section 409A of the Code, other than the Company or a wholly-owned Subsidiary, or any employee benefit plan of the Company or any Subsidiary, becomes the beneficial owner of the Company’s securities having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business);

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(B)    as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election of directors, or any combination of the foregoing transactions, after the transaction(s) less than a majority of the combined voting power of the then outstanding securities of the Company, or any successor corporation or cooperative or entity, entitled to vote generally in the election of the directors of the Company, or other successor corporation or other entity, are held in the aggregate by the holders of the Company’s securities who immediately prior to the transaction(s) had been entitled to vote generally in the election of directors of the Company; or

(C)    during any period of 12 consecutive months, individuals who at the beginning of the period constitute the Board cease for any reason to constitute at least a majority of the Board, unless the election, or the nomination for election by the Company’s stockholders, of each director of the Company first elected during the relevant 12 month period was approved by a vote of at least 2/3 of the directors of the Company then still in office who were directors of the Company at the beginning of that period.

(i)    Base Salary through the date of termination of Executive’s employment, which shall be paid in a single lump sum at the time set out in Section 8(i) and (k) if such provisions are applicable with respect to such payment, or, if such provisions are not applicable, not later than 15 days following Executive’s termination of employment;

(ii)    an amount equal to three (3) times the sum of (A) the Base Salary, at the annualized rate in effect on the date of termination of Executive’s employment (or in the event a reduction in Base Salary is a basis for a termination with Good Reason, then the Base Salary in effect immediately prior to such reduction), and (B) the greater of (x) an amount equal to the cash bonus earned for the previous fiscal year or (y) Two Hundred Twenty-Five Thousand Dollars ($225,000), which amount shall be payable in lump sum on the Earliest Payment Date, unless otherwise required to be paid in accordance with Section 8(i); provided, however, if the payments required to be made pursuant to this Section 8(e)(ii) are deferred compensation and subject to Section 409A of the Code (and do not qualify for an exemption thereunder) and the Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, then the payments under this Section 8(e)(ii) shall be made at the same time and in the same manner as required under Section 8(c)(ii);

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(iii)    the balance of any non-equity 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 the Earliest Payment Date;

(iv)    should Executive elect continuance of group health insurance coverage under COBRA and/or similar state or federal law or regulation, the Company will pay the full cost of such continued health insurance coverage for Employee and his eligible dependents until the end of the Coverage Period. Should employee’s entitlement to health insurance continuation coverage under COBRA expire prior to the end of the Coverage Period, the Company will arrange to provide, at the Company’s expense, the Executive and his eligible dependents with continued health insurance benefits substantially similar to those which the Executive and his eligible dependents received under COBRA until the end of the Coverage Period;

(v)    the vesting of the 2014 Equity Awards and the 2015 Equity Awards (as such terms are defined in the Existing Employment Agreement), in accordance with Section 9(c)(v) of the Existing Employment Agreement;

(vi)    the vesting of the 2019 Equity Awards as follows:

(A)    the restrictions applicable to all time-based restricted stock units that have not already vested shall lapse, and those shares shall be deemed fully vested;

(B)    all time-based stock options that have not previously vested shall become fully vested and exercisable; and

(C)    the performance-based restricted stock units shall vest:

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

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Section 9.    Confidentiality; Cooperation with Regard to Litigation; Non-Disparagement; Return of Company Materials.

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Section 10.     Non-competition/Prior Employment Covenants.

(i)    in the case of a termination of Executive’s employment by the Company without Cause or a termination by Executive with Good Reason, pursuant to Section 8(c) (whether during or after the Term), the Restriction Period shall terminate 24 months from the date of such termination;

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(ii)    in the case of a termination of Executive’s employment for Cause pursuant to Section 8(b) or in the case of a voluntary termination of Executive’s employment pursuant to Section 8(d) above (whether during or after the Term), 24 months from the date of such termination;

(iii)    in the case of a termination due to Disability pursuant to Section 8(a), 24 months from the date of the termination due to Disability;

(iv)    in the case of any termination of Executive’s employment pursuant to Section 8(e) above, 24 months from the date of such termination.

(v)    in the case of any termination of Executive’s employment upon or following the expiration of the Term, 12 months from the date of such termination; provided, however, that, during such 12 month period, the Company continues to pay to Executive his Base Salary, at the annualized rate in effect on the date of termination, for the twelve months beginning with the calendar month that immediately follows his date of termination. If the company elects not to continue to pay Executive’s Base Salary for any portion of the 12 months then the Restriction Period shall terminate immediately.

Section 11.     Non-solicitation of Employees and Customers.

During the period beginning with the Effective Date and ending 24 months following the termination of Executive’s employment for any reason, Executive shall not induce: (i) employees of the Company or any Subsidiary to terminate their employment (provided, however, that the foregoing shall not be construed to prevent Executive 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.

Section 12.    [Intentionally Omitted.]

Section 13.    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 Executive breaches any of the provisions contained in Sections 9, 10, or 11 the Company (a) shall, notwithstanding Section 14, have the right to immediately terminate all payments and benefits due under this Agreement and (b) shall, notwithstanding Section 14 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. Executive hereby waves the requirement of posting bond or other security and acknowledges that such a breach of Sections 9, 10, or 11 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 Executive from contesting the issuance of any such injunction on the ground that no violation or threatened violation of Sections 9, 10, or 11 has occurred.

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Section 14.    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 14. Except as provided in this Section 14, 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.

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Section 15.     Potential Reduction in Payments.

(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 15(b).

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Section 16.     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 Executive’s participation in any other employee benefit or other plans or programs in which he currently participates.

Section 17.    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 Executive) 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 in 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 in 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 Executive under this Agreement may be assigned or transferred by Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law, except as provided in Section 23 below. Company and Holding are each solidarily liable with the other of them for such other’s obligations under this Agreement.

Section 18.    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. Executive 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.

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Section 19.     Entire Agreement.

This Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and, as of the Effective Date, supersedes any other agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto, including, without limitation any prior change in control agreement between the Parties.

Section 20.     Amendment or Waiver.

No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by Executive 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 Executive or an authorized officer of the Company, as the case may be.

Section 21.    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 9, 10, or 11 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 22.    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(f), (g), (h), (i) and (k), and Sections 9 through 28 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 and those that survive under Section 3, thereafter.

Section 23.    Beneficiaries/References.

Executive 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 Executive’s death by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

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Section 24.    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 14 and in accordance with Section 13, the Company and Executive 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 Executive 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 Executive 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 25.    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 Executive 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:

Section 26.    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.

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Section 27.    Counterparts.

This Agreement may be executed in two or more counterparts.

Section 28.    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 Executive or Executive incurring any tax under Section 409A of the Code. If an amount is to be paid under this Agreement in two or more installments, each installment shall be treated as a separate payment for purposes of Section 409A of the Code.

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

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ATTACHMENT 1

Restricted Areas

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

Alabama

Arizona

25

Arkansas

California

Connecticut

Washington D.C.

City of Washington

Delaware

26

Florida

▇▇▇▇▇▇▇

27

28

Illinois

Indiana

Kansas

29

Kentucky

Louisiana

30

Maine

Maryland

Massachusetts

31

Mississippi

Missouri

32

New Hampshire

New Jersey

New York

North Carolina

33

Ohio

Oklahoma

Oregon

34

Pennsylvania

Rhode Island

South Carolina

35

Tennessee

36

Texas

Virginia

37

Washington

West Virginia

38

Wisconsin

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EXHIBIT A:

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE AMEDISYS, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN

This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of January 2, 2019 (the “Grant Date”), is by and between Amedisys, Inc., a Delaware corporation (the “Company”), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Grantee”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Omnibus Plan (as defined below). This Agreement constitutes the Award Notice that is described in the Omnibus Plan.

(i) 12,273 shares of Common Stock will become vested on the first anniversary of the Grant Date;

(ii) An additional 12,273 shares of Common Stock will become vested on the second anniversary of the Grant Date; and

(iii) An additional 12,273 shares of Common Stock will become vested on the third anniversary of the Grant Date.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and the Grantee has executed this Agreement effective as of the Grant Date.

EXHIBIT B:

FORM OF STOCK OPTION AWARD AGREEMENT UNDER THE AMEDISYS, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN

This Stock Option Agreement (this “Agreement”), dated as of January 2, 2019 (the “Grant Date”), is by and between Amedisys, Inc., a Delaware corporation (the “Company”), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Award Recipient”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company has established and maintains its 2018 Omnibus Incentive Compensation Plan (the “Plan”) for the benefit of its employees;

WHEREAS, the Award Recipient is employed as the President and Chief Executive Officer of the Company;

WHEREAS, pursuant to the terms of the Amended and Restated Employment Agreement by and between the Award Recipient and the Company dated September 27, 2018 (the “Amended and Restated Employment Agreement”), the Company wishes to grant to the Award Recipient Non-Qualified Stock Options (“Options”) under the terms of the Plan, subject to certain restrictions and limitations; and

WHEREAS, the Award Recipient desires to receive a grant of such Options from the Company.

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Award Recipient agree as follows:

(a)    Number of Options and Exercise Price. The Company hereby grants to the Award Recipient, effective as of the Grant Date, 80,602 Options under the Plan, each such Option contingently entitling the Award Recipient to purchase one share of the Company’s common stock, $0.001 par value per share (the “Stock”), at an exercise price of [insert closing market price on grant date] per share (the “Exercise Price”), subject to the vesting schedules and other terms and conditions set forth below. Unless and until the Options will have vested pursuant to Section 1(b) of this Agreement, the Award Recipient will have no right to purchase any shares of Stock pursuant to Section 2 of this Agreement.

(b)    Vesting Schedule. Subject to Section 6 of this Agreement, the Options granted under Section 1(a) shall vest, if at all, in accordance with the following schedule: 26,868 of the Options shall vest on the first anniversary of the Grant Date, and 26,867 of the Options shall vest on each of the second and third anniversaries of the Grant Date (each such date, a “Vesting Date”), provided that, with respect to the Vesting Date for the first two tranches, the Award Recipient has not incurred a termination of Employment prior to such Vesting Date, and in the case of the third and final tranche, that the Award Recipient has not incurred a termination of Employment prior to prior to December 16, 2021, which is the end of the Term as set forth in the Amended and Restated Employment Agreement. For avoidance of doubt, except as expressly provided in the Amended and Restated Employment Agreement, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date and vesting shall occur only on the applicable Vesting Date pursuant to this Section 1(b).

3.    Type of Option. This Option is a Non-Qualified Stock Option and is not intended to be treated as a stock option described in subsection (b) of Section 422 of the Code.

4.    Term of Option/Expiration Date. The term of this Option shall be for a period of ten (10) years from the Grant Date set forth above. Subject to Section 6, this Option will terminate upon the termination of the Award Recipient’s employment with the Company. If such termination is not for Cause (as defined in the Amended and Restated Employment Agreement), the Award Recipient will have until the earlier of January 2, 2029 and the 90^th day following the Award Recipient’s termination of employment to exercise any options that were vested as of the date of termination of employment. If the Award Recipient’s employment is terminated for Cause, this entire Option shall terminate immediately upon his termination.

5.    Restrictions on Transfer. During the lifetime of the Award Recipient, the Options may be exercised only by the Award Recipient. This Agreement and the Options are not assignable or transferable other than by will or by the laws of descent and distribution or pursuant to certain domestic relations orders. The terms of this Agreement shall be binding on the Award Recipient’s heirs and successors and on the administrators and executors of the Award Recipient’s estate. Any attempt to transfer the Award Recipient’s rights under this Agreement or the Options granted hereby other than in accordance with the provisions of this Section 5 shall cause all rights of the Award Recipient hereunder to be immediately forfeited.

6.    Forfeiture/Accelerated Vesting. All Options and underlying shares of Stock shall be subject to the forfeiture and accelerated vesting provisions contained in the Amended and Restated Employment Agreement.

7.    Rights as Stockholder. The Award Recipient shall have none of the rights of a stockholder with respect to any Stock subject to the Option until such Stock shall be issued upon the exercise of the Option.

8.    Withholding. Prior to the issuance or delivery of any shares of Stock in connection with the exercise of the Options, payment must be made by the Award Recipient of any federal, state, local or other taxes that may be required to be withheld or paid in connection with such exercise. The Award Recipient may satisfy any such obligation by any of the following means: (A) a cash payment to the Company, (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Stock having an aggregate Fair Market Value, determined as of the date that the amount of tax is to be withheld or paid (the “Tax Date”), equal to the amount necessary to satisfy any such obligation, (C) authorizing the Company to withhold whole shares of Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount

necessary to satisfy any such obligation, (D) a cash payment by a broker-dealer acceptable to the Company to whom the Award Recipient has submitted an irrevocable notice of exercise or (E) any combination of (A), (B) and (C). Shares of Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the maximum withholding rate. Any fraction of share of Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the Award Recipient.

[Signature page follows below]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and the Award Recipient has executed this Agreement effective as of the Grant Date.

EXHIBIT C:

FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER

THE AMEDISYS, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN

This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”), dated as of January 2, 2019 (the “Grant Date”), is by and between Amedisys, Inc., a Delaware corporation (the “Company”), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the “Grantee”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Omnibus Plan (as defined below). This Agreement constitutes the Award Notice that is described in the Omnibus Plan.

1.    Award. This Award of Restricted Stock Units (“RSUs”) is made with respect to 73,638 shares of Common Stock. Each RSU represents the right to receive a share of Common Stock, subject to the terms and conditions set forth in the Company’s 2018 Omnibus Incentive Compensation Plan (as the same may be amended from time to time, the “Omnibus Plan”) and this Agreement. Prior to the vesting of RSUs hereunder, the Grantee will not have any interest in the Common Stock subject to this Award or be entitled to any voting rights, dividends or any other rights and privileges of stockholders of the Company.

2.    Vesting. Subject to Section 3 of this Agreement, the RSUs granted under Section 1 shall become eligible for vesting based on both: (i) the certification by the Committee of the achievement of the performance measures described on Schedule 1 attached hereto, and (ii) the completion of additional service-based vesting requirements described on Schedule 1.

3.    Forfeiture/Accelerated Vesting. All RSUs granted in accordance with the terms of this Agreement shall be subject to the forfeiture and accelerated vesting provisions contained in the Amended and Restated Employment Agreement by and between the Grantee and the Company dated September 27, 2018 (the “Amended and Restated Employment Agreement”).

4.    Rights as Stockholder. At each respective Vesting Date, or such other times that this Award becomes vested, the Grantee shall be deemed the owner of the Common Stock and will have all rights of a stockholder with respect thereto and the Company will promptly deliver such shares of Common Stock to the Grantee; provided, however, that the Company shall be under no obligation to deliver Common Stock under this Award until all conditions stated in the Omnibus Plan with respect to regulatory approvals and listing requirements have been satisfied.

5.    Non-Transferability of Award. This Agreement and the RSUs are not assignable or transferable other than by will or by the laws of descent and distribution or pursuant to certain domestic relations orders. The terms of this Agreement shall be binding on the Grantee’s heirs and successors and on the administrators and executors of the Grantee’s estate. Any attempt to transfer the Grantee’s rights under this Agreement or the RSUs granted hereby other than in accordance with the provisions of this Section 5 shall cause all rights of the Grantee hereunder to be immediately forfeited.

6.    Tax Withholding. Prior to the issuance or delivery of Common Stock in connection with the vesting of the RSUs, payment must be made by the Grantee of any federal, state, local or other taxes that become due on account of the Award. Such obligations shall be satisfied by withholding whole shares of Common Stock with an aggregate Fair Market Value equal to such obligations, unless the Grantee makes other arrangements for withholding with the Company. The amount that is calculated for withholding shall not exceed the maximum withholding rate. Any fractional share of Common Stock remaining shall be paid in cash to the Grantee.

7.    Omnibus Plan Incorporated by Reference. This grant of RSUs is made pursuant to the Omnibus Plan, and in all respects will be interpreted in accordance with the Omnibus Plan. The Committee has the authority to interpret and construe this Agreement pursuant to the terms of the Omnibus Plan, and its decisions are conclusive as to any questions arising hereunder. The Grantee hereby acknowledges receipt of the Omnibus Plan, which shall be deemed to be incorporated in and form a part hereof. In the event of any conflict between the terms of this Agreement and the terms of the Omnibus Plan, as the same may be amended and in effect from time to time, the terms of the Omnibus Plan shall prevail.

8.    Amendment. This Agreement may not be amended, modified or waived except by a written instrument signed by the party against whom enforcement of any such modification, amendment or waiver is sought.

9.    Notice. Any notice to the Company provided for in this Agreement shall be addressed to Amedisys, Inc. at its principal business address in care of the Corporate Secretary of the Company, and any notice to the Grantee will be addressed to the Grantee at the current address shown on the books and records of the Company. Any notice shall be sent by registered or certified mail, overnight courier service or by electronic delivery.

10.    Governing Law. This Agreement shall be governed by and shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof.

11.    Supersedes Prior Agreements. This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and Grantee, other than the Amended and Restated Employment Agreement, regarding the grant of any RSUs contemplated hereby.

12.    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

13.    Severability. The invalidity or unenforceability of any provision of the Omnibus Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Omnibus Plan or this Agreement, and each provision of the Omnibus Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

14.    Community Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, the Grantee shall be treated as agent and attorney-in-fact for that interest held or claimed by his spouse with respect to this Agreement, the RSUs and any shares of Common Stock delivered in accordance with Section 4 of this Agreement, and the parties to this Agreement shall act in all matters as if the Grantee was the sole owner of this Agreement and the shares of Common Stock. This appointment is coupled with an interest and is irrevocable.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and the Grantee has executed this Agreement effective as of the Grant Date.

Schedule 1: Vesting Schedule for Shares Subject to Performance-Based Conditions

1.1    24,546 of the RSUs granted under Section 1 of the Agreement (the “2019 Tranche”) shall become eligible for vesting if (and only if) the Company attains a reasonable financial and/or operational target that will be established by the Committee (after consultation with Grantee; provided that the Committee shall maintain ultimate authority to establish such target) at a later date but, in any event, not later than within the first 90 days of the 2019 fiscal year (the “2019 Tranche Performance Measure”). The Committee shall have the sole and absolute discretion to determine the Company’s achievement of the 2019 Tranche Performance Measure, and such determination shall be final and binding upon the Grantee. Committee certification shall occur no later than 60 days following the completion of the 2019 fiscal year. If the 2019 Tranche Performance Measure is achieved, upon certification by the Committee, the 2019 Tranche RSUs shall vest, if at all, immediately upon the date of certification of the 2021 Tranche Performance Measure set forth in Section 1.3 below (the “Vesting Date”), provided that the Grantee did not incur a termination of Employment prior to the end of the Term as set forth in the Amended and Restated Employment Agreement.

1.2    24,546 of the RSUs granted under Section 1 of the Agreement (the “2020 Tranche”) shall become eligible for vesting if (and only if) the Company attains a reasonable financial and/or operational target that will be established by the Committee (after consultation with Grantee; provided that the Committee shall maintain ultimate authority to establish such target) at a later date but, in any event, not later than within the first 90 days of the 2020 fiscal year (the “2020 Tranche Performance Measure”). The Committee shall have the sole and absolute discretion to determine the Company’s achievement of the 2020 Tranche Performance Measure, and such determination shall be final and binding upon the Grantee. Committee certification shall occur no later than 60 days following the completion of the 2020 fiscal year. If the 2020 Tranche Performance Measure is achieved, upon certification by the Committee, the 2020 Tranche RSUs shall vest, if at all, immediately upon the date of certification of the 2021 Tranche Performance Measure set forth in Section 1.3 below (the “Vesting Date”), provided that the Grantee did not incur a termination of Employment prior to the end of the Term as set forth in the Amended and Restated Employment Agreement.

1.3    24,546 of the RSUs granted under Section 1 of the Agreement (the “2021 Tranche”) shall become eligible for vesting if (and only if) the Company attains a reasonable financial and/or operational target that will be established by the Committee (after consultation with Grantee; provided that the Committee shall maintain ultimate authority to establish such target) at a later date but, in any event, not later than within the first 90 days of the 2021 fiscal year (the “2021 Tranche Performance Measure”). The Committee shall have the sole and absolute discretion to determine the Company’s achievement of the 2021 Tranche Performance Measure, and such determination shall be final and binding upon the Grantee. Committee certification shall occur no later than 60 days following the completion of the 2021 fiscal year. If the 2021 Tranche Performance Measure is achieved, upon certification by the Committee, the 2021 Tranche RSUs shall vest immediately upon the date of such certification (the “Vesting Date”), provided that the Grantee did not incur a termination of Employment prior to the end of the Term as set forth in the Amended and Restated Employment Agreement.

2.1    Any 2019 Tranche RSUs that did not become eligible for vesting in accordance with Paragraph 1.1, above, shall be automatically forfeited by the Grantee and returned to the Company as of the date that the Committee certifies whether the 2019 Tranche Performance Measure has been achieved.

2.2    Any 2020 Tranche RSUs that did not become eligible for vesting in accordance with Paragraph 1.2, above, shall be automatically forfeited by the Grantee and returned to the Company as of the date that the Committee certifies whether the 2020 Tranche Performance Measure has been achieved.

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2.3    Any 2021 Tranche RSUs that did not become eligible for vesting in accordance with Paragraph 1.4, above, shall be automatically forfeited by the Grantee and returned to the Company as of the date that the Committee certifies whether the 2021 Tranche Performance Measure has been achieved.

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