X0306 4 2017-02-17 0 0000019584 CHEMED CORP CHE 0001676780 Westfall Nicholas Michael 255 EAST FIFTH STREET SUITE 2600 CINCINNATI OH 45202 0 1 0 0 Executive Vice President capital stock 2017-02-17 4 M 0 569 172.60 A 3400 D capital stock 2017-02-17 4 M 0 726 172.60 A 4126 D capital stock 2017-02-17 4 F 0 414 172.60 D 3712 D capital stock 2017-02-17 4 F 0 201 172.60 D 3511 D performance stock units 2016-02-17 4 M 0 482 0.00 D capital stock 482 1853 D performance stock units 2017-02-17 4 M 0 355 0.00 D capital stock 355 1498 D performance stock units 2017-02-17 4 A 0 1352 0.00 A capital stock 1352 2850 D The number of performance share units ("PSU's") that vested was based on the Company's achieving adjusted earnings per share growth rate for the period January 1, 2014 through December 31, 2016. The actual performance of 8.23% yielded an award of 115.4% of target; including the reinvestment of dividends paid during such period, the award is 118.0% of target. The number of PSU's that vested was based on the Company's achieving relative total shareholder returns for the period January 1, 2014 through December 31, 2016, compared to a defined peer group of companies. The Company's performance ranked in the 91st percentile of that group, yielding an award of 200%; including the reinvestment of dividends paid during such period, the award is 204.6% of target. Shares withheld to satisfy tax obligations in connection with vesting of PSU's. stock award tax obligation Each PSU reflects the contingent right to receive a variable number of shares of capital stock based on achieving performance goals. PSU's were settled in shares on their scheduled vesting date as determined by the Compensation Committee. PSU's awarded November 7, 2014 vest based on achievement of performance targets over a period of January 1, 2014 to December 31, 2016. The determination of the performance level was to be made by March 15, 2017. each performance stock unit represents a contingent right to receive one share of Chemed capital stock PSU's vest based on the extent to which the Company achieves certain performance targets over a performance period of January 1, 2017 - December 31, 2019. The determination of the performance level is to be made by March 15, 2020 and earned shares to be delivered thereafter Nicholas M. Westfall 2017-02-20