X0306 4 2019-01-02 0 0000896262 AMEDISYS INC AMED 0001456688 Kusserow Paul B. K. 3854 AMERICAN WAY, SUITE A BATON ROUGE LA 70816 1 1 0 0 CEO and President Common Stock 2019-01-02 4 A 0 36819 0.00 A 48190 D Common Stock 71258 I By Trust Common Stock 560 I Through 401(k) Plan Stock Option (Right to Buy) 114.78 2019-01-02 4 A 0 80602 0.00 A 2029-01-02 Common Stock 80602 80602 D Restricted Stock Units 2019-01-02 4 A 0 73638 0.00 A Common Stock 73638 73638 D The Issuer awarded the Reporting Person 36,819 time-based Restricted Stock Units ("RSUs"), each of which represents a contingent right to receive one share of the Issuer's common stock, and will vest in equal, one-third installments on each of January 2, 2020, January 2, 2021 and January 2, 2022, provided that, with respect to the vesting date for the first two tranches, the Reporting Person remains continuously employed by the Issuer on each such date, and in the case of the third and final tranche, that the Reporting Person remains continuously employed by the Issuer until December 16, 2021, which is the end of the term (the "Term") as set forth in the Amended and Restated Employment Agreement by and between the Reporting Person and the Issuer dated September 27, 2018 (the "Amended and Restated Employment Agreement"), and subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs. The information in this report is based on a plan statement dated as of September 30, 2018. The Stock Options are subject to time-based vesting conditions and will vest in equal, one-third installments on each of January 2, 2020, January 2, 2021 and January 2, 2022, provided that, with respect to the vesting date for the first two tranches, the Reporting Person remains continuously employed by the Issuer on each such date, and in the case of the third and final tranche, that the Reporting Person remains continuously employed by the Issuer until the end of the Term as set forth in the Amended and Restated Employment Agreement, subject to pro-rated vesting provisions as provided in the award agreement for the Stock Options. The RSUs awarded are subject to performance-based vesting based on achievement of identified performance goals for each of fiscal years 2019 through 2021 and will vest after the end of the Term, immediately upon the date of certification by the Compensation Committee of the Issuer's Board of Directors of the 2021 tranche performance measure, based on the certification by the Compensation Committee of the achievement of the identified performance goals for fiscal years 2019 through 2021, respectively (1/3 of the RSUs will vest based on achievement of the 2019 performance goal, 1/3 of the RSUs will vest based on achievement of the 2020 performance goal, and 1/3 of the RSUs will vest based on achievement of the 2021 performance goal), provided that Mr. Kusserow has not incurred a termination of employment prior to the end of the Term, and subject to certain pro-rated vesting provisions as provided in the award agreement for the RSUs. /s/ Jennifer R. Guckert, pursuant to a power of attorney 2019-01-04