10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 0-24260

AMEDISYS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	11-3131700
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5959 S. Sherwood Forest Blvd., Baton Rouge, LA 70816

(Address of principal executive offices, including zip code)

(225) 292-2031 or (800) 467-2662

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  þ	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company  ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date, is as follows: Common stock, $0.001 par value, 27,963,990 shares outstanding as of October 22, 2009.

TABLE OF CONTENTS

SPECIAL CAUTION CONCERNING FORWARD-LOOKING STATEMENTS AND AVAILABLE INFORMATION		1
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED):
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008	2
	CONDENSED CONSOLIDATED INCOME STATEMENTS FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009 AND 2008	3
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2009 AND 2008	4
	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM 4.	CONTROLS AND PROCEDURES	24
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	24
ITEM 1A.	RISK FACTORS	24
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	25
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	25
ITEM 5.	OTHER INFORMATION	25
ITEM 6.	EXHIBITS	28
SIGNATURES		30
INDEX TO EXHIBITS		31

SPECIAL CAUTION CONCERNING FORWARD-LOOKING STATEMENTS AND AVAILABLE INFORMATION

Special Caution Concerning Forward-Looking Statements

When included in this Quarterly Report on Form 10-Q, words like “believes,” “belief,” “expects,” “plans,” “anticipates,” “intends,” “projects,” “estimates,” “may,” “might,” “would,” “should” and similar expressions are intended to identify forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a variety of risks and uncertainties that could cause actual results to differ materially from those described therein. These risks and uncertainties include, but are not limited to the following: changes in Medicare and other medical payment levels, our ability to open agencies, acquire additional agencies and integrate and operate these agencies effectively, changes in or our failure to comply with existing Federal and State laws or regulations or the inability to comply with new government regulations on a timely basis, competition in the home health industry, changes in the case mix of patients and payment methodologies, changes in estimates and judgments associated with critical accounting policies, our ability to maintain or establish new patient referral sources, our ability to attract and retain qualified personnel, changes in payments and covered services due to the economic downturn and deficit spending by Federal and state governments, future cost containment initiatives undertaken by third-party payors, our access to financing due to the volatility and disruption of the capital and credit markets, our ability to meet debt service requirements and comply with covenants in debt agreements, business disruptions due to natural disasters or acts of terrorism, our ability to integrate and manage our information systems and various other matters, many of which are beyond our control.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on any forward-looking statement as a prediction of future events. We expressly disclaim any obligation or undertaking and we do not intend to release publicly any updates or changes in our expectations concerning the forward-looking statements or any changes in events, conditions or circumstances upon which any forward-looking statement may be based, except as required by law. For a discussion of some of the factors discussed above as well as additional factors, see our Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission (“SEC”) on February 17, 2009, particularly Part I, Item 1A. – “Risk Factors” therein, which are incorporated herein by reference. Additional risk factors may also be described in reports that we file from time to time with the SEC.

Available Information

Our company website address is www.amedisys.com. We use our website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding our company is routinely posted on and accessible on the “Investor Relations” subpage of our website, which is accessible by clicking on the tab labeled “Investors” on our website home page. We also use our website to expedite public access to time-critical information regarding our company in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors should look to the “Investor Relations” subpage of our web site for important and time-critical information. Visitors to our website can also register to receive automatic e-mail and other notifications alerting them when new information is made available on the “Investor Relations” subpage of our website. In addition, we make available on the Investor Relations subpage of our website (under the link “SEC filings”) free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC. Further, copies of our Certificate of Incorporation and Bylaws, our Code of Ethical Business Conduct and the charters for the Audit, Compensation and Nominating and Governance Committees of our Board are also available on the Investor Relations subpage of our website (under the link “Corporate Governance”).

Additionally, our filings can also be obtained at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at (800) SEC-0330. Our electronically filed reports can also be obtained on the SEC’s internet site at http://www.sec.gov.

1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMEDISYS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

(Unaudited)

	September 30, 2009			December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	45,160		$	2,847
Patient accounts receivable, net of allowance for doubtful accounts of $28,352 and $27,052		141,011			175,698
Prepaid expenses		9,199			8,086
Other current assets		5,539			7,719
Total current assets		200,909			194,350
Property and equipment, net of accumulated depreciation of $54,192 and $39,208		87,021			79,258
Goodwill		765,137			733,881
Intangible assets, net of accumulated amortization of $10,648 and $7,944		57,361			42,388
Other assets, net		20,512			20,317
Total assets	$	1,130,940		$	1,070,194
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	18,999		$	18,652
Accrued expenses		158,527			134,049
Obligations due Medicare		4,618			4,631
Current portion of long-term obligations		43,779			42,632
Current portion of deferred income taxes		6,661			4,663
Total current liabilities		232,584			204,627
Long-term obligations, less current portion		179,440			285,942
Deferred income taxes		24,114			11,548
Other long-term obligations		8,654			5,959
Total liabilities		444,792			508,076
Commitments and Contingencies - Note 6
Equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding		-			-
Common stock, $0.001 par value, 60,000,000 shares authorized; 28,034,474 and 27,191,946 shares issued; and 27,922,432 and 27,083,231 shares outstanding		28			27
Additional paid-in capital		351,582			326,120
Treasury stock at cost, 112,042 and 108,715 shares of common stock		(735	)		(617	)
Accumulated other comprehensive loss		(36	)		(447	)
Retained earnings		334,296			236,252
Total Amedisys, Inc. stockholders’ equity		685,135			561,335
Noncontrolling interests		1,013			783
Total equity		686,148			562,118
Total liabilities and equity	$	1,130,940		$	1,070,194

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMEDISYS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Amounts in thousands, except per share data)

(Unaudited)

	For the three-month periods ended September 30,						For the nine-month periods ended September 30,
	2009			2008			2009			2008
Net service revenue	$	388,257		$	321,561		$	1,107,987		$	847,319
Cost of service, excluding depreciation and amortization		183,619			151,122			527,096			400,644
General and administrative expenses:
Salaries and benefits		87,260			72,124			242,340			190,823
Non-cash compensation		820			1,923			5,740			4,244
Other		43,765			40,641			128,456			110,146
Provision for doubtful accounts		4,578			6,228			16,481			15,505
Depreciation and amortization		7,481			5,885			20,682			15,728
Operating expenses		327,523			277,923			940,795			737,090
Operating income		60,734			43,638			167,192			110,229
Other (expense) income:
Interest income		28			200			161			938
Interest expense		(2,682	)		(5,033	)		(9,094	)		(11,607	)
Miscellaneous, net		979			(186	)		2,699			(9	)
Total other expense		(1,675	)		(5,019	)		(6,234	)		(10,678	)
Income before income taxes		59,059			38,619			160,958			99,551
Income tax expense		(23,033	)		(15,144	)		(62,774	)		(39,253	)
Net income		36,026			23,475			98,184			60,298
Net (income) loss attributable to noncontrolling interests		(86	)		18			(140	)		43
Net income attributable to Amedisys, Inc.	$	35,940		$	23,493		$	98,044		$	60,341
Net income attributable to Amedisys, Inc. common stockholders:
Basic	$	1.31		$	0.88		$	3.62		$	2.29
Diluted	$	1.29		$	0.87		$	3.55		$	2.25
Weighted average shares outstanding:
Basic		27,340			26,556			27,106			26,363
Diluted		27,912			27,018			27,615			26,835

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMEDISYS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	For the nine-month periods ended September 30,
	2009			2008
Cash Flows from Operating Activities:
Net income	$	98,184		$	60,298
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		20,682			15,728
Provision for doubtful accounts		16,481			15,505
Non-cash compensation		5,740			4,244
401(k) employer match		13,827			8,726
Loss on disposal of property and equipment		593			611
Deferred income taxes		11,677			17,939
Write off of deferred debt issuance costs		-			406
Equity in earnings of unconsolidated joint ventures		(1,721	)		(557	)
Amortization of deferred debt issuance costs		1,182			813
Return on equity investment		625			187
Changes in operating assets and liabilities, net of impact of acquisitions:
Patient accounts receivable		18,155			(54,829	)
Other current assets		1,415			(3,223	)
Other assets		1,930			(211	)
Accounts payable		3,572			(13,501	)
Accrued expenses		23,885			36,661
Other long-term obligations		2,695			(1,963	)
Net cash provided by operating activities		218,922			86,834
Cash Flows from Investing Activities:
Proceeds from sale of deferred compensation plan assets		956			600
Proceeds from the sale of property and equipment		41			13
Purchases of deferred compensation plan assets		(3,064	)		(1,761	)
Purchases of property and equipment		(25,998	)		(20,610	)
Acquisitions of businesses, net of cash acquired		(31,492	)		(447,082	)
Acquisitions of reacquired franchise rights		(5,214	)		-
Net cash (used in) investing activities		(64,771	)		(468,840	)
Cash Flows from Financing Activities:
Outstanding checks in excess of bank balance		(3,422	)		4,542
Proceeds from issuance of stock upon exercise of stock options and warrants		966			2,757
Proceeds from issuance of stock to employee stock purchase plan		4,081			2,665
Tax benefit from stock option exercises		847			2,764
Proceeds from Revolving Line of Credit		50,200			183,700
Repayments of Revolving Line of Credit		(130,700	)		(81,700	)
Proceeds from issuance of long-term obligations		-			250,000
Payment of deferred financing fees		-			(8,124	)
Principal payments of long-term obligations		(33,810	)		(25,124	)
Net cash (used in) provided by financing activities		(111,838	)		331,480
Net increase (decrease) in cash and cash equivalents		42,313			(50,526	)
Cash and cash equivalents at beginning of period		2,847			56,190
Cash and cash equivalents at end of period	$	45,160		$	5,664
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	9,885		$	10,406
Cash paid for income taxes, net of refunds received	$	47,135		$	18,783
Supplemental Disclosures of Non-Cash Financing and Investing Activities:
Notes payable issued for acquisitions	$	8,455		$	6,688
Notes payable issued for software licenses	$	-		$	2,126

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

AMEDISYS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS, CONSOLIDATION AND PRESENTATION OF FINANCIAL STATEMENTS

Amedisys, Inc., a Delaware corporation, and its consolidated subsidiaries (“Amedisys,” “we,” “us,” or “our”) are a multi-state provider of home health and hospice services with approximately 88% of our net service revenue derived from Medicare for the three and nine-month periods ended September 30, 2009 compared to 87% for the same periods in 2008. As of September 30, 2009, we had 508 Medicare-certified home health and 61 Medicare-certified hospice agencies in 38 states within the United States, the District of Columbia and Puerto Rico.

Basis of Presentation

In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly our financial position, our results of operations and our cash flows in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Our results of operations for the interim periods presented are not necessarily indicative of results of our operations for the entire year and have not been audited by our independent auditors.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from the interim financial information presented. This report should be read in conjunction with our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission (“SEC”) on February 17, 2009 (the “Form 10-K”), which includes information and disclosures not included herein.

We have evaluated all events or transactions that occurred from September 30, 2009 through October 27, 2009, the date our financial statements were issued. During this period, we did not have any material recognizable subsequent events.

Use of Estimates

Our accounting and reporting policies conform with U.S. GAAP. In preparing the unaudited condensed consolidated financial statements, we are required to make estimates and assumptions that impact the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

Reclassifications and Comparability

Certain reclassifications have been made to prior periods’ financial statements in order to conform them to the current period’s presentation. In accordance with U.S. GAAP, we have changed the name of minority interests to noncontrolling interests for all periods presented. Additionally, noncontrolling interests is included as part of our total reported equity in the accompanying condensed consolidated balance sheets and we have reordered the presentation of such amounts in the condensed consolidated income statements.

Additionally, we adopted the revised U.S. GAAP guidance on business combinations as of January 1, 2009, which amended the requirements of how to account for business combinations, by requiring the expensing of most acquisition related costs associated with an acquisition as opposed to including them as part of the purchase price. As a result, we expensed approximately $0.1 million and $0.4 million in acquisition related transaction costs during the three and nine-month periods ended September 30, 2009, respectively in other general and administrative expenses in our condensed consolidated income statement. This compares to $0.2 million and $3.5 million in such costs that were included in the purchase price of acquisitions that occurred during the three and nine-month periods ended September 30, 2008, respectively.

As a result of our rapid growth through acquisition and start-up activities, our operating results may not be comparable for the periods that are presented.

Principles of Consolidation

These condensed consolidated financial statements include the accounts of Amedisys, Inc. and our wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in our accompanying condensed consolidated financial statements, and business combinations accounted for as purchases have been included in our condensed consolidated financial statements from their respective dates of acquisition. In addition to our wholly owned subsidiaries, we also have certain equity investments that are accounted for as set forth below.

5

Equity Investments

We consolidate subsidiaries and/or joint ventures when the entity is a variable interest entity and we are the primary beneficiary as defined in U.S. GAAP or if we have controlling interests in the entity, which is generally ownership in excess of 50%. Third party equity interests in our consolidated joint ventures are reflected as noncontrolling interests in our condensed consolidated financial statements.

For subsidiaries or joint ventures in which we do not have a controlling interest or for which we are not the primary beneficiary, we record such investments under the equity method of accounting.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

We earn net service revenue through our home health and hospice agencies by providing a variety of services almost exclusively in the homes of our patients. This net service revenue is earned and billed either on an episode of care basis (on a 60-day episode of care basis for home health services and on a 90-day episode of care basis for the first two hospice episodes of care and on a 60-day episode of care basis for any subsequent hospice episodes), on a per visit basis or on a daily basis depending upon the payment terms and conditions established with each payor for services provided. We refer to home health revenue earned and billed on a 60-day episode of care as episodic-based revenue. For the services we provide, Medicare is our largest payor.

When we record our service revenue, we record it net of estimated revenue adjustments and contractual adjustments to reflect amounts we estimate to be realizable for services provided, as discussed below. We believe, based on information currently available to us and based on our judgment, that changes to one or more factors that impact the accounting estimates (such as our estimates related to revenue adjustments, contractual adjustments and episodes in progress) we make in determining net service revenue, which changes are likely to occur from period to period, will not materially impact our reported consolidated financial condition, results of operations, cash flows or our future financial results.

Home Health Revenue Recognition

Medicare Revenue

Net service revenue is recorded under the Medicare payment program (“PPS”) based on a 60-day episode payment rate that is subject to adjustment based on certain variables including, but not limited to: (a) an outlier payment if our patient’s care was unusually costly; (b) a low utilization adjustment (“LUPA”) if the number of visits was fewer than five; (c) a partial payment if our patient transferred to another provider or we received a patient from another provider before completing the episode; (d) a payment adjustment based upon the level of therapy services required (thresholds set at 6, 14 and 20 visits); (e) the number of episodes of care provided to a patient, regardless of whether the same home health provider provided care for the entire series of episodes; (f) changes in the base episode payments established by the Medicare Program; (g) adjustments to the base episode payments for case mix and geographic wages; and (h) recoveries of overpayments.

We make adjustments to Medicare revenue on completed episodes to reflect differences between estimated and actual payment amounts, an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. We estimate the impact of such payment adjustments based on our historical experience, which primarily includes a historical collection rate of over 99% on Medicare claims, and record this estimate during the period in which services are rendered as an estimated revenue adjustment and a corresponding reduction to patient accounts receivable. Therefore, we believe that our reported net service revenue and patient accounts receivable will be the net amounts to be realized from Medicare for services rendered. During the three and nine-month periods ended September 30, 2009, we recorded $1.9 million and $5.9 million, respectively, in estimated revenue adjustments to Medicare revenue as compared to $1.9 million and $4.1 million during the three and nine-month periods ended September 30, 2008, respectively.

In addition to revenue recognized on completed episodes, we also recognize a portion of revenue associated with episodes in progress. Episodes in progress are 60-day episodes of care that begin during the reporting period, but were not completed as of the end of the period. We estimate this revenue on a monthly basis based upon historical trends. The primary factors underlying this estimate are the number of episodes in progress at the end of the reporting period, expected Medicare revenue per episode and our estimate of the average percentage complete based on visits performed. As of September 30, 2009 and 2008, the difference between the cash received from Medicare for a request for anticipated payment (“RAP”) on episodes in progress and the associated estimated revenue was included as a reduction to our outstanding patient accounts receivable in our condensed consolidated balance sheets for such periods, since only a nominal amount represents cash collected in advance of providing services.

6

Non-Medicare Revenue

Episodic-based Revenue. We recognize revenue in a similar manner as we recognize Medicare revenue for episodic-based rates that are paid by Medicaid and other insurance carriers, including Medicare Advantage programs; however, these rates can vary based upon the negotiated terms.

Non-episodic Based Revenue. Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to our established or estimated per-visit rates, as applicable. Contractual adjustments are recorded for the difference between our standard rates and the contracted rates realizable from patients, third parties and others for services provided and are deducted from gross revenue to determine net service revenue and are also recorded as a reduction to our outstanding patient accounts receivable. In addition, we receive a minimal amount of our net service revenue from patients who are either self-insured or are obligated for an insurance co-payment.

Hospice Revenue Recognition

Hospice Medicare Revenue

Gross revenue is recorded on an accrual basis based upon the date of service at amounts equal to the estimated payment rates. We make adjustments to Medicare revenue for an inability to obtain appropriate billing documentation or authorizations acceptable to the payor and other reasons unrelated to credit risk. We estimate the impact of these adjustments based on our historical experience, which primarily includes our historical collection rate on Medicare claims, and record it during the period services are rendered as an estimated revenue adjustment and as a reduction to our outstanding patient accounts receivable.

Additionally, as Medicare is subject to an inpatient cap limit and an overall payment cap, we monitor our provider numbers and estimate amounts due back to Medicare if a cap has been exceeded. We record these adjustments as a reduction to revenue and increase other accrued liabilities. We have received notice from CMS that we have exceeded the overall payment cap for the fiscal year ended October 31, 2007 by $0.1 million, which we had previously accrued. As of September 30, 2009 we had paid the amount due and had no other amounts accrued for estimated amounts due back to Medicare. We believe that our estimates of such adjustments are reasonable, thus we believe our revenue and patients accounts receivable are recorded at amounts that will be ultimately realized.

Hospice Non-Medicare Revenue

We record gross revenue on an accrual basis based upon the date of service at amounts equal to our established rates or estimated per visit rates, as applicable. Contractual adjustments are recorded for the difference between our established rates and the amounts estimated to be realizable from patients, third parties and others for services provided and are deducted from gross revenue to determine our net service revenue and patient accounts receivable.

Patient Accounts Receivable

Our patient accounts receivable are uncollateralized and consist of amounts due from Medicare, Medicaid, other third-party payors and patients. We believe there is a certain level of credit risk associated with non-Medicare payors. To provide for our non-Medicare patient accounts receivable that could become uncollectible in the future, we establish an allowance for doubtful accounts to reduce the carrying amount to its estimated net realizable value. We believe the credit risk associated with our Medicare accounts, which represent 76% and 74% of our net patient accounts receivable at September 30, 2009 and December 31, 2008, respectively, is limited due to (i) our historical collection rate of over 99% from Medicare and (ii) the fact that Medicare is a U.S. government payor. Accordingly, we do not record an allowance for doubtful accounts for our Medicare patient accounts receivable, which are recorded at their net realizable value after recording estimated revenue adjustments as discussed above. There is no other single payor, other than Medicare, that accounts for more than 10% of our total outstanding patient receivables, and thus we believe there are no other significant concentrations of receivables that would subject us to any significant credit risk in the collection of our patient accounts receivable.

We fully reserve for accounts, which are aged at 360 days or greater. We write off accounts on a monthly basis once we have exhausted our collection efforts and deem an account to be uncollectible.

Medicare Home Health

Our Medicare billing process begins with a process to ensure that our billings are accurate through the utilization of an electronic Medicare claim review. We submit a RAP for 60% of our estimated payment for the initial episode at the start of care or 50% of the estimated payment for any subsequent episodes of care contiguous with the first episode for a particular patient. The full amount of the episode is billed after the episode has been completed (“final billed”). The RAP received for that particular episode is then deducted from our final payment. If a final bill is not submitted within the greater of 120 days from the start of the episode, or 60 days from the date the RAP was paid, any RAPs received for that episode will be recouped by Medicare from any other claims in process for that particular provider number. The RAP and final claim must then be re-submitted.

7

Medicare Hospice

For our hospice patients, our pre-billing process includes verifying that we are eligible for payment from Medicare for the services that we provide to our patients. Once each patient has been confirmed for eligibility, we will bill Medicare on a monthly basis for the services provided to the patient.

Non-Medicare Home Health and Hospice

For our non-Medicare patients, our pre-billing process primarily begins with verifying a patient’s eligibility for services with the applicable payor. Once the patient has been confirmed for eligibility, we will provide services to the patient and bill the applicable payor based on either the contracted rates or expected payment rates, which are based on our historical experience. We estimate an allowance for doubtful accounts to reduce the carrying amount of the receivables to the amounts we estimate will be ultimately collected. Our review and evaluation of non-Medicare accounts includes a detailed review of outstanding balances and special consideration to concentrations of receivables from particular payors or groups of payors with similar characteristics that would subject us to any significant credit risk. Where such groups have been identified, we have given special consideration to both the billing methodology and evaluation of the ultimate collectibility of the accounts. In addition, the amount of the allowance for doubtful accounts is based upon our assessment of historical and expected collections, business and economic conditions, trends in payment and an evaluation of collectibility based upon the date that the service was provided. Based upon our best judgment, we believe the allowance for doubtful accounts adequately provides for accounts that will not be collected due to credit risk.

Fair Value of Financial Instruments

The following details our financial instruments where the carrying value and fair value differ (amounts in millions):

			Fair Value at Reporting Date Using
Financial Instrument	As of September 30, 2009		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Long-term obligations, excluding capital leases	$	223.0	$	-	$	212.6	$	-

The estimates of the fair value of our long-term debt are based upon a discounted present value analysis of future cash flows. Due to the existing uncertainty in the capital and credit markets, the actual rates that would be obtained to borrow under similar conditions could materially differ from the estimates we have used.

The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three levels of inputs are as follows:

• Level 1 — Quoted prices in active markets for identical assets and liabilities.

• Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Such unobservable inputs include an estimated discount rate used in our discounted present value analysis of future cash flows, which reflects our estimate of debt with similar terms in the current credit markets. As there is currently minimal activity in such markets, the actual rate could be materially different.

For our other financial instruments, including our cash and cash equivalents, patient accounts receivable, accounts payable and accrued expenses, we estimate the carrying amounts’ approximate fair value due to their short term maturity. Our deferred compensation plan assets are recorded at fair value.

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Weighted-Average Shares Outstanding

Net income attributable to Amedisys, Inc. common stockholders, calculated on the treasury stock method, is based on the weighted average number of shares outstanding during the period. The following table sets forth, for the periods indicated, shares used in our computation of the weighted-average shares outstanding, which are used to calculate our basic and diluted net income attributable to Amedisys, Inc. common stockholders (amounts in thousands):

	For the three-month periods ended September 30,		For the nine-month periods ended September 30,
	2009	2008	2009	2008
Weighted average number of shares outstanding - basic	27,340	26,556	27,106	26,363
Effect of dilutive securities:
Stock options	201	303	208	330
Warrants	-	38	-	39
Non-vested stock and stock units	371	121	301	103
Weighted average number of shares outstanding - diluted	27,912	27,018	27,615	26,835

The following table sets forth shares that were anti-dilutive to the computation of diluted net income per common share (amounts in thousands):

	For the three-month periods ended September 30,		For the nine-month periods ended September 30,
	2009	2008	2009	2008
Anti-dilutive securities	1	-	4	15

Recently Issued Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board issued guidance which divides nongovernmental U.S. GAAP into the authoritative Codification and guidance that is nonauthoritative. The Codification is not intended to change U.S. GAAP; however, it does significantly change the way in which accounting literature is organized and because it completely replaces existing standards, it will affect the way U.S. GAAP is referenced by most companies in their financial statements and accounting policies. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of the Codification did not have an impact on our consolidated financial statements.

3. ACQUISITIONS

Each of the following acquisitions was completed in order to pursue our strategy of increasing our market presence by expanding our service base and enhancing our position in certain geographic areas as a leading provider of home health and hospice services. The purchase price paid for each acquisition was negotiated through arm’s length transactions, with consideration based on our analysis of, among other things, comparable acquisitions and expected cash flows for each transaction. Each of the following acquisitions was accounted for as a purchase and is included in our condensed consolidated financial statements from the respective acquisition date. Goodwill generated from the acquisitions was recognized for the excess of the purchase price over tangible and identifiable intangible assets because of the expected contributions of each acquisition to our overall corporate strategy.

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Summary of 2009 Acquisitions

The following table presents details of our acquisitions (dollars in millions):

			Purchase Price				Purchase Price Allocation							Number of Agencies
(1)	Date	Acquired Entity (location of assets)	Cash		Promissory Note		Goodwill		Other Intangible Assets		Other Assets (Liabilities), Net			Home Health	Hospice	Number of States
†	July 31, 2009	Winyah Community Hospice Care (South Carolina) and Allcare Hospice (Mississippi)	$	12.3	$	4.6	$	15.7	$	1.4	$	(0.2	)	-	10	2
†	June 15, 2009	Jackson, Mississippi agency		2.5		-		2.2		0.3		-		1	-	1
†	April 1, 2009	Upper Chesapeake Health System and St. Joseph Medical Center (Baltimore, Maryland)		9.2		2.3		10.7		1.0		(0.2	)	1	1	1
†	March 12, 2009	White River Health System (Batesville, Arkansas)		3.2		-		2.6		0.7		(0.1	)	3	1	1
†	February 3, 2009	Arizona Home Rehabilitation and Health Care and Yuma Home Care (Yuma, Arizona)		4.3		1.5		5.0		0.8		-		2	-	1
			$	31.5	$	8.4	$	36.2	$	4.2	$	(0.5	)	7	12

(1) The acquisitions marked with the cross symbol (†) were asset purchases.

2008 TLC Health Care Services, Inc. (“TLC”) Acquisition

During the three-month period ended March 31, 2009, the remaining $12.8 million of the purchase price that was in escrow in connection with the TLC acquisition for indemnification and working capital price adjustments was released and paid to the selling stockholders under the indemnification provisions of the TLC acquisition agreement. Additionally, we finalized our purchase accounting for the TLC acquisition during the three-month period ended March 31, 2009.

The following table summarizes, as of March 31, 2009, the estimated fair values of the TLC assets acquired and liabilities assumed on March 26, 2008 (amounts in millions):

Patient accounts receivable, net	$	37.8
Property and equipment		0.5
Goodwill		330.4
Intangible assets		19.2
Deferred taxes		38.2
Other current assets		0.9
Other assets		1.5
Current liabilities		(32.1	)
	$	396.4

Our purchase price finalization included decreasing goodwill by $5.5 million primarily as the net result of allocating an additional $7.5 million to the estimated fair value assigned to Medicare licenses acquired and a $2.9 million reduction in the estimated fair value of the deferred tax liability assumed.

See Note 2 of the financial statements included in our Form 10-K for additional details on our 2008 acquisitions.

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4. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

The following table summarizes the activity related to our goodwill and our other intangible assets, net, as of and for the nine-month period ended September 30, 2009 (amounts in millions):

				Other Intangible Assets, Net
	Goodwill			Certificates of Need and Licenses		Acquired Name of Business		Non-Compete Agreements & Reacquired Franchise Rights (1)			Total
Balances at December 31, 2008	$	733.9		$	32.7	$	3.3	$	6.4		$	42.4
Additions		36.2			2.3		1.3		6.8			10.4
Adjustments related to acquisitions		(5.0	)		7.4		-		(0.1	)		7.3
Amortization		-			-		-		(2.7	)		(2.7	)
Balances at September 30, 2009	$	765.1		$	42.4	$	4.6	$	10.4		$	57.4

(1) The weighted-average amortization period of our non-compete agreements and reacquired franchise rights is 3.4 and 3.3 years, respectively.

During 2009, we adjusted goodwill by a net $5.0 million primarily in association with our completion of purchase accounting adjustments for our 2008 acquisition of TLC, where we allocated an additional $7.5 million to the estimated fair value of Medicare licenses acquired and decreased the estimated fair value of the deferred tax liability assumed by $2.9 million.

5. LONG-TERM OBLIGATIONS

Long-term debt, including capital lease obligations, consisted of the following for the periods indicated (amounts in millions):

	September 30, 2009			December 31, 2008
Senior Notes:
$35.0 million Series A Notes; semi-annual interest only payments; interest rate at 6.07% per annum; due March 25, 2013	$	35.0		$	35.0
$30.0 million Series B Notes; semi-annual interest only payments; interest rate at 6.28% per annum; due March 25, 2014		30.0			30.0
$35.0 million Series C Notes; semi-annual interest only payments; interest rate at 6.49% per annum; due March 25, 2015		35.0			35.0
Term Loan; $7.5 million principal payments plus accrued interest payable quarterly; interest rate at ABR Rate plus applicable percentage or Eurodollar Rate plus the applicable percentage (1.27% and 3.08% at September 30, 2009 and December 31, 2008, respectively); due March 26, 2013		105.0			127.5
$250.0 million Revolving Credit Facility; interest only quarterly payments; interest rate at ABR Rate plus applicable percentage or Eurodollar Rate plus the applicable percentage (1.34% and 1.72% at September 30, 2009 and December 31, 2008, respectively); due March 26, 2013		-			80.5
Promissory notes		18.0			20.3
Capital leases		0.2			0.2
		223.2			328.5
Current portion of long-term obligations		(43.8	)		(42.6	)
Total	$	179.4		$	285.9

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Our weighted-average interest rates for our five year Term Loan (the “Term Loan”) and our $250.0 million, five year Revolving Credit Facility (the “Revolving Credit Facility”) were as follows:

	For the three-month periods ended September 30,				For the nine-month periods ended September 30,
	2009		2008		2009		2008
Term Loan	1.3	%	4.1	%	1.8	%	4.3	%
Revolving Credit Facility	1.3	%	4.1	%	1.7	%	4.3	%

As of September 30, 2009, our total leverage ratio (used to compute the margin and commitment fees, described in more detail in Note 5 of the financial statements included in our Form 10-K) was 0.9 and our fixed charge coverage ratio was 2.4.

The following table presents our availability under our $250.0 million Revolving Credit Facility as of September 30, 2009 (amounts in millions):

Total Revolving Credit Facility	$	250.0
Less: outstanding revolving credit loans		-
Less: outstanding swingline loans		-
Less: outstanding letters of credit		(10.9	)
Remaining availability under the Revolving Credit Facility	$	239.1

See Note 5 of the financial statements included in our Form 10-K for additional details on our outstanding long-term obligations.

6. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

We are involved in legal actions in the normal course of business, some of which seek monetary damages, including claims for punitive damages. We do not believe that these actions, when finally concluded and determined, will have a material impact on our consolidated financial condition, results of operations or cash flows.

Insurance

We are obligated for certain costs associated with our insurance programs, including employee health, workers’ compensation and professional liability. While we maintain various insurance programs to cover these risks, we are self-insured for a substantial portion of our potential claims. We recognize our obligations associated with these costs in the period in which a claim is incurred, including with respect to both reported claims and claims incurred but not reported, up to specified deductible limits. These costs have generally been estimated based on historical data of our claims experience. Such estimates, and the resulting reserves, are reviewed and updated by us on a quarterly basis.

Our health insurance has a retention limit of $0.3 million, our workers’ compensation insurance has a retention limit of $0.4 million and our professional liability insurance has a retention limit of $0.3 million.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information we believe is relevant to an assessment and understanding of our results of operations and financial condition for the three and nine-month periods ended September 30, 2009. This discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included herein, the consolidated financial statements and notes and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission (“SEC”) on February 17, 2009 (the “Form 10-K”), which are incorporated herein by this reference.

Unless otherwise provided, “Amedisys,” “we,” “us,” “our” and the “Company” refer to Amedisys, Inc. and our consolidated subsidiaries.

Overview

We are a leading provider of high-quality, low-cost home health services to the chronic, co-morbid, aging American population. Our services include home health and hospice services and approximately 88% of our revenue was derived from Medicare for the three and nine-month periods ended September 30, 2009 and 87% for the same periods in 2008. During the three and nine-month period ended September 30, 2009, our net service revenue increased 20.7% or $66.7 million and 30.8% or $260.7 million over the same periods in 2008; our diluted earnings per share increased 48.3% or by $0.42 per share and 57.8% or by $1.30 per share; and during the nine-month period our cash flow from operations more than doubled to $218.9 million compared to $86.8 million during the same period in 2008. The following details our owned Medicare-certified agencies, which are located in 38 states within the United States, the District of Columbia and Puerto Rico. The agencies closed were consolidated with agencies servicing the same areas. See below for a more detailed description of what caused our results for the three and nine-month periods ended September 30, 2009 to increase compared to the same periods in 2008.

	Owned and Operated Agencies
	Home health		Hospice
At December 31, 2008	480		48
Acquisitions	7		12
Start-ups	28		3
Closed	(7	)	(2	)
At September 30, 2009	508		61

Recent Developments

The United States Congress is currently working on legislation as part of the 2010 fiscal budget that could impact the amounts that we are paid by Medicare for services provided to Medicare eligible patients. As of the date of this filing, the legislation has not been finalized and thus we cannot estimate the impact of such potential changes but we continue to monitor these actions closely.

On August 13, 2009, CMS issued a proposed rule to update and revise the Medicare home health rates for calendar year 2010. The proposed rule includes the following changes to the base rate: a 2.2% market basket increase, a 2.5% increase resulting from a modification to the current outlier policy and a negative 2.75% case mix adjustment. The proposed outlier policy includes a cap on outlier payments of 10% per provider and targets total aggregate outlier payments at 2.5% of total home health payments. Currently, there is not a per provider cap on outlier payments and the aggregate total for outlier payments is 5% of total home health payments. The proposed rule also includes an additional negative 1.8% case mix adjustment to be implemented in 2010 or 2011 and the possible acceleration of the 2011 2.71% case mix adjustment to 2010. CMS has not issued a final rule as of the date of this filing, and therefore we have not finalized our estimate these changes could have on our future results of operations or financial condition.

On August 14, 2009, CMS issued a final rule to update and revise the Medicare hospice wage index for fiscal year 2010. The final rule revises the phase out of the hospice budget neutrality adjustment to a 10% reduction in fiscal year 2010 and a 15% reduction annually for fiscal years 2011 through 2016. CMS also included a 2.1% market basket update which is offset by a negative 0.7% resulting from the 10% reduction in the hospice budget neutrality adjustment for fiscal year 2010. This rule is effective October 1, 2009. We do not expect this change to have a material impact on our future results of operations or financial condition.

Results of Operations

Our operating results may not be comparable for the periods presented, primarily as a result of our acquisition and start-up agencies.

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When we refer to “base business,” we mean home health and hospice agencies that we have operated for at least the last twelve months; when we refer to “acquisitions,” we mean home health and hospice agencies that we acquired within the last twelve months; and when we refer to “start-ups,” we mean any home health or hospice agency opened by us in the last twelve months. Once an agency has been in operation for a twelve month period, the results for that particular agency are included as part of our base business from that date forward. When we refer to episodic-based revenue, admissions, recertifications or completed episodes, we mean home health revenue, admissions, recertifications or completed episodes of care for those payors that pay on an episodic-basis, which includes Medicare and other insurance carriers, including Medicare Advantage programs.

Three-Month Period Ended September 30, 2009 Compared to the Three-Month Period Ended September 30, 2008

Net Service Revenue

The following table summarizes our net service revenue growth (amounts in millions):

	For the three-month period ended September 30, 2009
	Base/Start-ups (2)		Acquisitions		Total		For the three-month period ended September 30, 2008
Home health revenue:
Medicare revenue	$	305.2	$	8.7	$	313.9	$	261.3
Non-Medicare, episodic-based revenue		28.9		0.1		29.0		22.5
Total episodic-based revenue		334.1		8.8		342.9		283.8
Non-Medicare revenue		15.9		0.6		16.5		18.9
		350.0		9.4		359.4		302.7
Hospice revenue:
Medicare revenue		23.2		3.8		27.0		17.8
Non-Medicare revenue		1.6		0.3		1.9		1.1
		24.8		4.1		28.9		18.9
Total revenue:
Medicare revenue		328.4		12.5		340.9		279.1
Non-Medicare revenue		46.4		1.0		47.4		42.5
	$	374.8	$	13.5	$	388.3	$	321.6
Internal episodic-based revenue growth (1)						18%		28%

(1) Internal episodic-based revenue growth is the percent increase in our base/start-up episodic-based revenue for the period as a percent of the total episodic-based revenue of the prior period.

(2) Our net service revenue for our base/start-up agencies of $374.8 million included $362.8 million from our base agencies and $12.0 million from our start-up agencies.

Our net service revenue increased $66.7 million from 2008 to 2009 and consisted of an increase of $53.2 million in our base/start-up agencies and $13.5 million from our acquisition agencies. The $53.2 million increase in our base/start-up agencies was primarily related to our internal episodic-based revenue, which increased by $50.3 million or 18% from 2008 to 2009, with 6% related to volume and 12% related to rate.

Our average episodic-based revenue per completed episode increased from $2,868 to $3,189 from 2008 to 2009 and was due primarily to the continued deployment of our therapy intensive specialty programs to more of our home health agencies, which are provided to our patients when medically necessary to achieve their desired outcomes.

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Home Health Statistics

The following table summarizes our growth in total home health patient admissions:

	For the three-month period ended September 30, 2009
	Base/Start-ups	Acquisitions	Total	For the three-month period ended September 30, 2008
Admissions:
Medicare	49,622	2,275	51,897	48,170
Non-Medicare, episodic-based	5,813	57	5,870	5,033
Total episodic-based	55,435	2,332	57,767	53,203
Non-Medicare	8,205	432	8,637	9,321
	63,640	2,764	66,404	62,524
Internal episodic-based admission growth (1)			4%	14%

(1) Internal episodic-based admission growth is the percent increase in our base/start-up episodic-based admissions for the period as a percent of the total episodic-based admissions of the prior period.

The following table summarizes our growth in total home health patient recertifications:

	For the three-month period ended September 30, 2009
	Base/Start-ups	Acquisitions	Total	For the three-month period ended September 30, 2008
Recertifications:
Medicare	47,770	787	48,557	44,741
Non-Medicare, episodic-based	4,247	30	4,277	3,626
Total episodic-based	52,017	817	52,834	48,367
Non-Medicare	5,081	95	5,176	6,133
	57,098	912	58,010	54,500
Internal episodic-based recertification growth (1)			8%	23%

(1) Internal episodic-based recertification growth is the percent increase in our base/start-up episodic-based recertifications for the period as a percent of the total episodic-based recertifications of the prior period.

The following table summarizes our home health completed episodes:

	For the three-month period ended September 30, 2009
	Base/Start-ups	Acquisitions	Total	For the three-month period ended September 30, 2008
Completed Episodes:
Medicare	93,079	2,805	95,884	87,334
Non-Medicare, episodic-based	9,143	80	9,223	7,652
	102,222	2,885	105,107	94,986

Cost of Service, Excluding Depreciation and Amortization

Our cost of service consists of the following expenses incurred by our clinical and clerical personnel in our agencies:

• salaries and related benefits (including health care insurance and workers’ compensation insurance);

• transportation expenses (primarily reimbursed mileage at a standard rate); and

• supplies and services expenses (including payments to contract therapists).

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The following summarizes our cost of service, visit and cost per visit information:

	For the three-month period ended September 30, 2009
	Base/Start-ups		Acquisitions		Total		For the three-month period ended September 30, 2008
Cost of service (amounts in millions):
Home health	$	164.3	$	4.4	$	168.7	$	140.9
Hospice		12.7		2.2		14.9		10.2
	$	177.0	$	6.6	$	183.6	$	151.1
Home health:
Visits during the period:
Medicare		1,813,206		50,007		1,863,213		1,559,469
Non-Medicare, episodic-based		174,477		1,180		175,657		133,849
Total episodic-based		1,987,683		51,187		2,038,870		1,693,318
Non-Medicare		190,986		6,734		197,720		186,255
		2,178,669		57,921		2,236,590		1,879,573
Home health cost per visit (1)	$	75.43	$	76.03	$	75.45	$	74.91

(1) We calculate home health cost per visit as home health cost of service divided by total home health visits during the period.

Of the $32.5 million increase in cost of service, $25.9 million is related to increased costs in our base/start-up agencies and $6.6 million is related to acquisitions. The $25.9 million in base/start-up business expenses consisted primarily of $24.7 million related to salaries, taxes and benefits. The $24.7 million increase in salaries, taxes and benefits was primarily related to the increase in the number of visits performed by our base/start-up agencies, which increased by 15.9% or approximately 0.3 million visits from 2008. Typically, acquired agencies take up to 18 to 24 months to reach the labor efficiencies of existing operations.

General and Administrative Expenses, Provision for Doubtful Accounts, Depreciation and Amortization and Other Expense, net

The following table summarizes our general and administrative expenses, provision for doubtful accounts, depreciation and amortization expense and other expense, net (amounts in millions):

	For the three-month periods ended September 30,
	2009			2008
General and administrative expenses:
Salaries and benefits	$	87.3		$	72.1
Non-cash compensation		0.8			1.9
Other		43.8			40.7
Provision for doubtful accounts		4.6			6.2
Depreciation and amortization		7.5			5.9
Other expense, net		(1.7	)		(5.0	)

Salaries and benefits increased $15.2 million, which consisted of an increase of $13.0 million in base/start-up agency and home office expenses and the inclusion of $2.2 million in acquisition agency expenses. The base/start-up agency and home office expenses increased by $10.1 million primarily due to increased personnel costs for our field administrative staff and corporate staff necessitated by our internal growth and acquisitions and by $2.9 million for net severance costs associated with the departure of our former President and Chief Operating Officer and our former Chief Information Officer who left the Company on September 3, 2009.

Non-cash compensation decreased $1.1 million primarily due to the forfeiture of restricted stock grants by our former President and Chief Operating Officer and our former Chief Information Officer, which totaled $1.8 million.

Our provision for doubtful accounts decreased $1.6 million as the result of an increase of $106.8 million in cash collections and a decrease of $23.1 million in our unbilled accounts receivable over the same period in 2008.

Other expense, net decreased $3.3 million primarily as a result of a decrease in interest expense of $2.4 million as we have reduced our outstanding debt by $136.5 million from September 30, 2008 to September 30, 2009 and our interest rate decreased.

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Income Tax Expense

The following table summarizes our income tax expense and estimated income tax rate (amounts in millions, except for estimated income tax rate):

	For the three-month periods ended September 30,
	2009			2008
Income before income taxes	$	59.1		$	38.6
Income tax (expense)		(23.0	)		(15.1	)
Estimated income tax rate		39.0%			39.2%

The increase in income tax expense of $7.9 million is attributable to an increase in income before income taxes, which was offset by a decrease in the estimated income tax rate. The decrease in the estimated income tax rate was primarily attributable to the extension of Federal income tax credits created as a result of Hurricanes Katrina, Rita and Wilma by The Emergency Economic Stabilization Act of 2008.

Nine-Month Period Ended September 30, 2009 Compared to the Nine-Month Period Ended September 30, 2008

Net Service Revenue

The following table summarizes our net service revenue growth (amounts in millions):

	For the nine-month period ended September 30, 2009
	Base/Start-ups		Acquisitions		Total		For the nine-month period ended September 30, 2008
Home health revenue:
Medicare revenue	$	818.3	$	84.0	$	902.3	$	691.6
Non-Medicare, episodic-based revenue		78.6		4.3		82.9		58.5
Total episodic-based revenue		896.9		88.3		985.2		750.1
Non-Medicare revenue		41.9		8.5		50.4		47.5
		938.8		96.8		1,035.6		797.6
Hospice revenue:
Medicare revenue		58.0		10.1		68.1		46.4
Non-Medicare revenue		3.8		0.5		4.3		3.3
		61.8		10.6		72.4		49.7
Total revenue:
Medicare revenue (1)		876.3		94.1		970.4		738.0
Non-Medicare revenue		124.3		13.3		137.6		109.3
	$	1,000.6	$	107.4	$	1,108.0	$	847.3
Internal episodic-based revenue growth (1)						20%		27%

(1) Internal episodic-based revenue growth is the percent increase in our base/start-up episodic-based revenue for the period as a percent of the total episodic-based revenue of the prior period.

(2) Our net service revenue for our base/start-up agencies of $1.0 billion included $971.6 million from our base agencies and $29.0 million from our start-up agencies.

Our net service revenue increased $260.7 million from 2008 to 2009 and consisted of an increase of $153.3 million in our base/start-up agencies and $107.4 million from our acquisition agencies. The $153.3 million increase in our base/start-up agencies was primarily related to our internal episodic-based revenue, which increased by $146.8 million or 20% from 2008 to 2009, with 8% related to volume and 12% related to rate.

Our average episodic-based revenue per completed episode increased from $2,808 to $3,132 from 2008 to 2009 and was due primarily to the continued deployment of our therapy intensive specialty programs to more of our home health agencies, which are provided to our patients when medically necessary to achieve their desired outcomes.

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Home Health Statistics

The following table summarizes our growth in total home health patient admissions:

	For the nine-month period ended September 30, 2009
	Base/Start-ups	Acquisitions	Total	For the nine-month period ended September 30, 2008
Admissions:
Medicare	136,959	17,922	154,881	131,795
Non-Medicare, episodic-based	16,155	1,052	17,207	13,828
Total episodic-based	153,114	18,974	172,088	145,623
Non-Medicare	23,281	3,790	27,071	25,333
	176,395	22,764	199,159	170,956
Internal episodic-based admission growth (1)			5%	11%

(1) Internal episodic-based admission growth is the percent increase in our base/start-up episodic-based admissions for the period as a percent of the total episodic-based admissions of the prior period.

The following table summarizes our growth in total home health patient recertifications:

	For the nine-month period ended September 30, 2009
	Base/Start-ups	Acquisitions	Total	For the nine-month period ended September 30, 2008
Recertifications:
Medicare	130,615	10,357	140,972	120,015
Non-Medicare, episodic-based	11,570	563	12,133	9,052
Total episodic-based	142,185	10,920	153,105	129,067
Non-Medicare	13,994	2,477	16,471	16,072
	156,179	13,397	169,576	145,139
Internal episodic-based recertification growth (1)			10%	27%

(1) Internal episodic-based recertification growth is the percent increase in our base/start-up episodic-based recertifications for the period as a percent of the total episodic-based recertifications of the prior period.

The following table summarizes our home health completed episodes:

	For the nine-month period ended September 30, 2009
	Base/Start-ups	Acquisitions	Total	For the nine-month period ended September 30, 2008
Completed Episodes:
Medicare	250,625	26,701	277,326	234,728
Non-Medicare, episodic-based	24,827	1,462	26,289	19,756
Total episodic-based	275,452	28,163	303,615	254,484

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Cost of Service, Excluding Depreciation and Amortization

The following summarizes our cost of service, visit and cost per visit information:

	For the nine-month period ended September 30, 2009
	Base/Start-ups		Acquisitions		Total		For the nine-month period ended September 30, 2008
Cost of service (amounts in millions):
Home health	$	439.2	$	49.4	$	488.6	$	372.1
Hospice		33.1		5.4		38.5		28.5
	$	472.3	$	54.8	$	527.1	$	400.6
Home health:
Visits during the period:
Medicare		4,844,243		494,142		5,338,385		4,183,776
Non-Medicare, episodic-based		465,684		25,167		490,851		348,627
Total episodic-based		5,309,927		519,309		5,829,236		4,532,403
Non-Medicare		522,937		88,852		611,789		480,390
		5,832,864		608,161		6,441,025		5,012,793
Home health cost per visit (1)	$	75.29	$	81.31	$	75.86	$	74.22

(1) We calculate home health cost per visit as home health cost of service divided by total home health visits during the period.

Of the $126.5 million increase in cost of service, $71.7 million is related to increased costs in our base/start-up agencies and $54.8 million is related to acquisitions. The $71.7 million in base/start-up business expenses consisted primarily of $68.6 million related to salaries, taxes and benefits and $3.2 million related to travel and training. The $68.6 million increase in salaries, taxes and benefits was primarily related to the increase in the number of visits performed by our base/start-up agencies, which increased by 16.4% or approximately 0.8 million visits from 2008.

Our cost per visit increased from $74.22 in 2008 to $75.86 in 2009. The primary reason for the increase relates to our 2008 acquired agencies, which have higher wage indexes compared to our base agencies. Our 2008 acquired agencies are generally located in states that have higher labor costs and have higher numbers of visiting staff. Our cost per visit associated with our base/start-up agencies has increased as the majority of our 2008 acquired agencies are now categorized as base agencies beginning in the second quarter of 2009. Typically, acquired agencies take up to 18 to 24 months to reach the labor efficiencies of existing operations.

General and Administrative Expenses, Provision for Doubtful Accounts, Depreciation and Amortization and Other Expense, net

The following table summarizes our general and administrative expenses, provision for doubtful accounts, depreciation and amortization expense and other expense, net (amounts in millions):

	For the nine-month periods ended September 30,
	2009			2008
General and administrative expenses:
Salaries and benefits	$	242.3		$	190.8
Non-cash compensation		5.7			4.2
Other		128.5			110.2
Provision for doubtful accounts		16.5			15.5
Depreciation and amortization		20.7			15.7
Other expense, net		(6.2	)		(10.7	)

Salaries and benefits increased $51.5 million, which consisted of an increase of $33.6 million in base/start-up agency and home office expenses and the inclusion of $17.9 million in acquisition agency expenses. The base/start-up agency and home office expenses increased by $30.7 due to increased personnel costs for our field administrative staff and corporate staff necessitated by our internal growth and acquisitions and $2.9 million related to net severance costs associated with the departure of our former President and Chief Operating Officer and our former Chief Information Officer who left the Company on September 3, 2009.

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Non-cash compensation increased $1.5 million, which includes $1.8 million for the forfeiture of restricted stock grants by our former President and Chief Operating Officer and our former Chief Information Officer.

Other general and administrative expenses increased $18.3 million, which consisted of an increase of $9.9 million in base/start-up agency expenses and the inclusion of $8.4 million in acquisition agency expenses. The $9.9 million increase in our base/start-up agency expenses primarily included an increase in our corporate office expenses, which was necessitated by our continued development of our corporate infrastructure needed to support our growing number of agencies.

Income Tax Expense

The following table summarizes our income tax expense and estimated income tax rate (amounts in millions, except for estimated income tax rate):

	For the nine-month periods ended September 30,
	2009			2008
Income before income taxes	$	161.0		$	99.6
Income tax (expense)		(62.8	)		(39.3	)
Estimated income tax rate		39.0	%		39.4	%

The increase in income tax expense of $23.5 million is attributable to an increase in income before income taxes, which was offset by a decrease in the estimated income tax rate. The decrease in the estimated income tax rate was primarily attributable to the extension of Federal income tax credits created as a result of Hurricanes Katrina, Rita and Wilma by The Emergency Economic Stabilization Act of 2008.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows for Nine-Month Period Ended September 30, 2009 Compared to the Nine-Month Period Ended September 30, 2008

The following table summarizes our cash flows for the periods indicated (amounts in millions):

	For the nine-month periods ended September 30,
	2009			2008
Cash provided by operating activities	$	218.9		$	86.8
Cash (used in) investing activities		(64.7	)		(468.8	)
Cash (used in) provided by financing activities		(111.8	)		331.5
Net increase (decrease) in cash and cash equivalents		42.4			(50.5	)
Cash and cash equivalents at beginning of period		2.8			56.2
Cash and cash equivalents at end of period	$	45.2		$	5.7

Cash provided by operating activities increased $132.1 million during 2009 compared to 2008, primarily as a result of a changes in patient accounts receivable, accounts payable and accrued expenses. Patient accounts receivable had the most significant impact as cash collections exceeded net service revenue by approximately $30 million during the nine months ended September 30, 2009 compared to net service revenue exceeded cash collections by approximately $50 million for the same period in 2008. The increase in cash collections during 2009 is due to a significant decrease in unbilled accounts receivable as further discussed in “Outstanding Patient Accounts Receivable” below.

Cash used in investing activities decreased $404.1 million during 2009 compared to 2008. Our cash flow needs for our investing activities were greater during the nine-month period ended September 30, 2008 primarily due to our acquisition of TLC and Family Home Health Care, Inc. & Comprehensive Home Healthcare Services, Inc. which totaled $437.4 million.

Cash used in financing activities increased $443.3 million during 2009 compared to 2008, primarily due to a decrease in proceeds from the issuance of long-term obligations as a result of the debt incurred in connection with the TLC acquisition during the nine-month period ended September 30, 2008 and an increase in principal payments of our long-term obligations during the nine-month period ended September 30, 2009. We have decreased our outstanding long-term obligations net of borrowings by $136.5 million from September 30, 2008.

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Liquidity

Typically, our principal source of liquidity is the collection of our patient accounts receivable, primarily through the Medicare program; however, from time to time, we can and do obtain additional sources of liquidity through sales of our equity or by incurrence of additional indebtedness. As of September 30, 2009, we had $45.2 million in cash and cash equivalents, $239.1 million in availability under our $250.0 million Revolving Credit Facility and the potential issuance of $250.0 million of any combination of preferred and common stock, under our effective shelf registration statement.

During 2009, we made $26.0 million in routine capital expenditures, which primarily included equipment and furniture and computer software. Based on our operating forecasts and our debt service requirements, we believe we will have sufficient liquidity to fund our operations, capital requirements and debt service requirements over the next twelve months and into the foreseeable future.

As we manage our liquidity needs to meet our operating forecasts, debt service requirements and our acquisition and start-up activities, we are monitoring the creditworthiness and solvency of our syndicate of banks that provide the availability of credit under our Revolving Credit Facility as well as the status of the overall equity and credit markets. This monitoring process has become more critical over the past several quarters as several financial institutions have either failed or have been acquired, there has been a severe lack of funds in the credit markets and the equity market has seen significant decreases in value and liquidity, as discussed in the risk factors incorporated herein by reference. As of the date of this filing, we do not believe the availability of funds under our Revolving Credit Facility is at risk; however, we continue to monitor our syndicate of banks in light of current credit market conditions. If the availability under our current Revolving Credit Facility decreases, we may need to consider adjusting our strategy to meet our operating forecasts, debt service requirements and acquisition and start-up activity needs.

Outstanding Patient Accounts Receivable

Our patient accounts receivable, net decreased $34.7 million from December 31, 2008 to September 30, 2009 primarily due to $1.1 billion in cash collections, which was offset by $1.1 billion in net service revenue.

Our days revenue outstanding, net at September 30, 2009 decreased 14.0 days to 33.2 from December 31, 2008. During the nine month-period ended September 30, 2009 we continued to make progress on our outstanding accounts receivable associated with our 2008 acquisitions, which inherently are subject to regulatory and internal delays associated with the conversion process. Additionally, our days revenue outstanding, net improved during the three month-period ended September 30, 2009 due to a $62.5 million increase in cash collections during the quarter as compared to the cash collections during the three month-period ended December 31, 2008.

Our patient accounts receivable includes unbilled receivables, which are aged based upon our initial service date. At September 30, 2009, the unbilled patient accounts receivable, as a percentage of gross patient accounts receivable, was 18.9%, or $33.4 million compared to 23.0% or $48.3 million at December 31, 2008. We monitor unbilled receivables on an agency by agency basis to ensure that all efforts are made to bill claims within timely filing deadlines. The timely filing deadlines vary by state for Medicaid and among insurance companies. As of September 30, 2009, agencies acquired during the past twelve months represented $5.7 million or 17.0% of our unbilled accounts receivable compared to $17.0 million or 35.1% as of December 31, 2008.

Our provision for estimated revenue adjustments (which is deducted from our service revenue to determine net service revenue) and provision for doubtful accounts were as follows for the periods indicated:

	For the three-month periods ended September 30,				For the nine-month periods ended September 30,
	2009		2008		2009		2008
Provision for estimated revenue adjustments	$	1.9	$	1.9	$	5.9	$	4.1
Provision for doubtful accounts		4.5		6.2		16.4		15.5
Total	$	6.4	$	8.1	$	22.3	$	19.6
As a percent of revenue		1.6%		2.5%		2.0%		2.3%

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The following schedule details our patient accounts receivable, net of estimated revenue adjustments, by payor class, aged based upon initial date of service (amounts in millions, except days revenue outstanding, net):

	0-90		91-180		181-365		Over 365		Total
At September 30, 2009 (1):
Medicare patient accounts receivable, net (2)	$	87.2	$	14.2	$	5.7	$	0.1	$	107.2
Other patient accounts receivable:
Medicaid		5.9		2.8		3.8		3.1		15.6
Private (3)		19.9		10.0		11.0		5.6		46.5
Total	$	25.8	$	12.8	$	14.8	$	8.7	$	62.1
Allowance for doubtful accounts (4)										(28.3	)
Non-Medicare patient accounts receivable, net									$	33.8
Total patient accounts receivable, net									$	141.0
Days revenue outstanding, net (5)										33.2
	0-90		91-180		181-365		Over 365		Total
At December 31, 2008 (1):
Medicare patient accounts receivable, net (2)	$	91.0	$	30.2	$	8.2	$	0.3	$	129.7
Other patient accounts receivable:
Medicaid		7.8		5.0		6.0		2.0		20.8
Private (3)		21.0		14.4		14.2		2.7		52.3
Total	$	28.8	$	19.4	$	20.2	$	4.7	$	73.1
Allowance for doubtful accounts (4)										(27.1	)
Non-Medicare patient accounts receivable, net									$	46.0
Total patient accounts receivable, net									$	175.7
Days revenue outstanding, net (5)										47.2

(1) Our patient accounts receivable include unbilled amounts of $33.4 million and $48.3 million as of September 30, 2009 and December 31, 2008, respectively, which have been aged based upon initial service date. Additionally, we have fully reserved for both our Medicare and other patients accounts receivable that are aged over 360 days.

(2) The following table summarizes the activity and ending balances in our estimated revenue adjustments (amounts in millions), which is recorded to reduce our Medicare outstanding patient accounts receivable to their estimated net realizable value, as we do not estimate an allowance for doubtful accounts for our Medicare claims.

	For the three-month period ended September 30, 2009			For the nine-month period ended September 30, 2009			For the year-ended December 31, 2008
Balance at beginning of period	$	7.8		$	7.2		$	3.6
Provision for estimated revenue adjustments		1.9			5.9			6.4
Write offs		(1.9	)		(5.3	)		(3.2	)
Acquired through acquisitions		-			-			0.4
Balance at end of period	$	7.8		$	7.8		$	7.2

Our estimated revenue adjustments were 6.8% and 5.3% of our outstanding Medicare patient accounts receivable at September 30, 2009 and December 31, 2008, respectively.

(3) Private patient accounts receivable include amounts due from other insurance carriers, including Medicare Advantage programs, amounts due for co-payments and amounts due for self-pay.

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(4) The following table summarizes the activity and ending balances in our allowance for doubtful accounts (amounts in millions), which is recorded to reduce only our Medicaid and Private outstanding patient accounts receivable to their estimated net realizable value, as we do not estimate an allowance for doubtful accounts for our Medicare claims.

	For the three-month period ended September 30, 2009			For the nine-month period ended September 30, 2009			For the year-ended December 31, 2008
Balance at beginning of period	$	30.8		$	27.1		$	13.0
Provision for doubtful accounts		4.5			16.4			24.0
Write offs		(7.0	)		(15.4	)		(13.1	)
Acquired through acquisitions		-			0.2			3.2
Balance at end of period	$	28.3		$	28.3		$	27.1

Our allowance for doubtful accounts was 45.6% and 37.0% of our outstanding Medicaid and Private patient accounts receivable at September 30, 2009 and December 31, 2008, respectively.

(5) Our calculation of days revenue outstanding, net is derived by dividing our ending net patient accounts receivable (i.e. net of estimated revenue adjustments and allowance for doubtful accounts) at September 30, 2009 and December 31, 2008 by our average daily net patient revenue for the three-month periods ended September 30, 2009 and December 31, 2008, respectively.

Indebtedness

Our weighted-average interest rates for our five year Term Loan (the “Term Loan”) and our $250.0 million, five year Revolving Credit Facility (the “Revolving Credit Facility”) were as follows:

	For the three-month periods ended September 30,				For the nine-month periods ended September 30,
	2009		2008		2009		2008
Term Loan	1.3	%	4.1	%	1.8	%	4.3	%
Revolving Credit Facility	1.3	%	4.1	%	1.7	%	4.3	%

As of September 30, 2009, our total leverage ratio (used to compute the margin and commitment fees, described in more detail in Note 5 of the financial statements included in our Form 10-K) was 0.9, our fixed charge coverage ratio was 2.4 and we were in compliance with the covenants associated with our long-term obligations.

The following table presents our availability under our $250.0 million Revolving Credit Facility as of September 30, 2009 (amounts in millions):

Total Revolving Credit Facility	$	250.0
Less: outstanding revolving credit loans		-
Less: outstanding swingline loans		-
Less: outstanding letters of credit		(10.9	)
Remaining availability under the Revolving Credit Facility	$	239.1

See Note 5 of the financial statements included in our Form 10-K for additional details on our outstanding long-term obligations.

Inflation

We do not believe that inflation has significantly impacted our results of operations.

Critical Accounting Policies

See Part II, Item 7 — Critical Accounting Policies and our consolidated financial statements and related notes in Part IV, Item 15 of our Form 10-K, for accounting policies and related estimates we believe are the most critical to understanding our condensed consolidated financial statements, financial condition and results of operations and which require complex management judgment and assumptions, or involve uncertainties. These critical accounting policies include revenue recognition; patient accounts receivable; insurance; goodwill and intangible assets; and income taxes. There have not been any changes to our significant accounting policies or their application, since we filed our Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Primarily as a result of our borrowings to effect the TLC acquisition, we are now exposed to market risk from fluctuations in interest rates. Our Revolving Credit Facility and Term Loan carry a floating interest rate which is tied to the Eurodollar rate (i.e. LIBOR) and the Prime Rate and therefore, our condensed consolidated statements of operations and our condensed consolidated statements of cash flows will be exposed to changes in interest rates. As of September 30, 2009, the total amount of outstanding debt subject to interest rate fluctuations was $105.0 million. A 1.0% interest rate increase would increase interest expense by approximately $1.1 million annually.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, disclosed and reported within the time periods specified in the SEC’s rules and forms. This information is also accumulated and communicated to our management and Board of Directors to allow timely decisions regarding required disclosure.

In connection with the preparation of this Quarterly Report on Form 10-Q, as of September 30, 2009, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2009, the end of the period covered by this Quarterly Report.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that have occurred during the quarter ended September 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal controls over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls’ effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 6 to the condensed consolidated financial statements for information concerning our legal proceedings.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the Risk Factors included in Part I, “Item 1A. — “Risk Factors” of our Annual Report on Form 10-K. These Risk Factors could materially impact our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely impact our business, financial condition and/or operating results.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides the information with respect to purchases made by us of shares of our common stock during each of the months during the three-month period ended September 30, 2009:

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Share (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
July 1, 2009 to July 31, 2009	1,171	(1)	$	34.19	-	-
August 1, 2009 to August 31, 2009	175	(1)	$	43.88	-	-
September 1, 2009 to September 30, 2009	175	(1)	$	35.00	-	-
Total	1,521		$	35.40	-	-

(1) Represents shares of common stock surrendered to us by certain employees to satisfy tax withholding obligations in connection with the vesting of non-vested stock previously awarded to such employees under our 2008 Omnibus Incentive Compensation Plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

Designation of Executive Officers

On October 22, 2009, the Company’s Board of Directors designated Dr. Michael Fleming, the Company’s Chief Medical Officer, and David Bucey, the Company’s General Counsel and Corporate Secretary: (i) “officers” of the Company, as such term is defined under Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and “executive officers” of the Company, as such term is defined under Rule 3b-7 promulgated under the Exchange Act. Copies of Dr. Fleming’s and Mr. Bucey’s employment agreements with the Company are attached to this Current Report on Form 10-Q as Exhibits 10.1 and 10.2, respectively.

The following is a description of the key terms and conditions of Dr. Fleming’s and Mr. Bucey’s respective employment agreements. Unless otherwise defined herein, all capitalized terms have the meanings ascribed to them in the applicable employment agreement, and the following descriptions are qualified in their entirety by the provisions of the respective employment agreements.

Employment Agreement with Dr. Fleming: Pursuant to his employment agreement dated October 27, 2009, Dr. Fleming agreed to serve as the Company’s Chief Medical Officer, with such duties and responsibilities as are customary for the chief medical officer of corporations of a similar size as the Company and such other reasonable duties as may be prescribed by the Company’s Chief Executive Officer. Dr. Fleming’s employment is on an “at will” basis and is not guaranteed for a specified term.

Under the terms of his employment agreement, Dr. Fleming, among other things, is entitled to:

(1) an annual base salary of not less than $210,000; subject to adjustment;

(2) receive shares of restricted Company stock annually, subject to the approval of the Company’s Board of Directors (the stock grant for 2009 shall have a value of $60,000);

(3) participate in the Company’s annual incentive plan and other incentive compensation, pension, welfare and benefit plans and programs as are made available to the Company’s Senior Vice Presidents or to its employees in general, including paid time off, deferral, health, medical, dental, long-term disability, travel, accident and life insurance plans, subject to eligibility; and

(4) reimbursement of reasonable travel and other business expenses.

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In the event Dr. Fleming’s employment is terminated due to his death or Disability, Dr. Fleming or his estate or beneficiaries (as the case may be) will be entitled to any benefits due or earned in accordance with the applicable plans of the Company and the following amounts, which will be paid in a single lump sum within 15 days of the termination of his employment: (a) unpaid base salary through the date of termination; and (b) incentive awards earned in the prior year, but not yet paid.

If Dr. Fleming is terminated for Cause or resigns without Good Reason, he will be entitled to any benefits earned in accordance with the applicable plans of the Company and the following amounts, which will be paid in a single lump sum within 15 days of termination of his employment: (a) unpaid base salary through the date of termination; and (b) incentive awards earned in the prior year, but not yet paid.

If Dr. Fleming is terminated without Cause or resigns with Good Reason, he will be entitled to any benefits earned in accordance with the applicable plans of the Company and the following: (a) unpaid base salary through the date of termination, paid in a single lump sum within 15 days of termination; (b) unpaid incentive awards earned in the prior year, paid in a single lump sum with 15 days of the termination; and (c) Severance Compensation.

Under the terms of Dr. Fleming’s employment agreement, “Severance Compensation” is a payment equal to six months of his then-current base salary, less tax and other withholdings, payable by the Company via regularly scheduled payroll deductions until the entire amount is paid in full.

“Good Reason” for voluntary resignation by Dr. Fleming is defined as the occurrence of any of the following circumstances without Dr. Fleming’s express written consent, unless the breach is corrected within 30 days from the date the Company is put on notice of the occurrence: (i) a material reduction in Dr. Fleming’s base salary, (ii) a relocation of the Company’s corporate offices outside of a 50 mile radius from Baton Rouge, Louisiana (iii) a material diminution of Dr. Fleming’s authority, responsibility or duties, or (iv) any material breach of the employment agreement by the Company.

Dr. Fleming is subject to certain restrictive covenants, including prohibitions against competition and solicitation for 24 months following his termination. In the event of a breach of the restrictive covenants, (a) Dr. Fleming will be obligated to repay the Company, within five days of demand therefore, any Severance Compensation previously made to him and (b) the unexercised portion of any stock option, whether or not vested, will be immediately forfeited and canceled.

Both Dr. Fleming and the Company are subject to arbitration for resolution of disputes arising out of the employment agreement.

Employment Agreement with Mr. Bucey: Pursuant to his employment agreement dated July 7, 2008, Mr. Bucey agreed to serve as the Company’s Senior Vice President, General Counsel and Corporate Secretary, with such duties and responsibilities as are customary for the general counsel and corporate secretary of corporations of a similar size as the Company and such other reasonable duties as may be prescribed by the Company’s Chief Executive Officer and Chief Financial Officer. Mr. Bucey’s employment is on an “at will” basis and is not guaranteed for a specified term.

Under the terms of his employment agreement, Mr. Bucey, among other things, is entitled to:

(1) an annual base salary of not less than $190,000; subject to adjustment; and

(2) receive 5,000 shares of restricted Company stock upon execution of the employment agreement and additional shares of restricted Company stock annually, subject to the approval of the Company’s Board of Directors.

The other terms and provisions of Mr. Bucey’s employment agreement are substantially the same as Dr Fleming’s agreement (as described above).

Amendments to By-laws

On October 22, 2009, the Company’s Board of Directors amended portions of Article II (Stockholder Meetings), Article III (Board of Directors) and Article IV (Officers) of the Company’s By-laws. Some of the amendments respond to amendments to the Delaware General Corporation Law, while others respond to Delaware judicial opinions interpreting various by-law provisions as well as developments in corporate governance practices. A summary of the substantive amendments is set forth below but is qualified in its entirety by reference to the composite text of the Company’s By-laws, which are filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and are incorporated into this Item 5 by reference.

• The amendments to Section 2.2 (Special Meetings) and Section 2.5 (Notice of Meeting, which was previously numbered Section 2.4) and the addition of a new Section 2.3 (Business at Annual and Special Stockholder Meetings) revise provisions regarding the notice required to request a special meeting of stockholders and provisions regarding the advance notice for

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nominations and other business to be conducted at special and annual meetings of stockholders. The revised advance notice provisions set forth in Article II of the composite By-laws clarify that these procedures represent the exclusive means for a stockholder to make nominations or submit other business at a meeting of stockholders (other than proposals governed by Rule 14a-8 under the Securities Exchange Act of 1934). In addition, amended Section 2.5 states that notice of stockholder meetings shall be delivered to each stockholder of record entitled to notice of such meeting.

• The amendments to Section 2.8 (Notice of Stockholder Business to be Conducted at a Meeting of Stockholders, which was previously numbered Section 2.7), require that additional information be given by any stockholder (a “Noticing Stockholder”) properly bringing any item of business (including nominating persons to be elected or re-elected to the Company’s Board of Directors) before an annual or special meeting of stockholders in accordance with the advance notice provisions of the Company’s composite By-laws. A Noticing Stockholder must provide expanded disclosure in the notice to the Company, including: (i) the beneficial ownership of the Noticing Stockholder and persons or entities affiliated with the Noticing Stockholder (including information on derivative, hedging and other transactions and arrangements in Company securities), (ii) material direct or indirect interests with respect to the proposal and any agreements or understandings between the Noticing Stockholder and other persons with respect to the proposal, and (iii) biographical and stock ownership information of nominees for election to the Board of Directors as well as any agreements or understandings between the Noticing Stockholder and the nominee in connection with the nomination.

• In addition, under Section 2.8, as amended, a Noticing Stockholder’s timely notice in connection with an annual meeting of stockholders must delivered in proper written form to the Company’s Secretary at the Company’s principal executive offices not earlier than the close of business on the 120^th day (as opposed to the 90^th day) and not later than the close of business on the 90^th day (as opposed to the 60^th day) prior to the first anniversary of the preceding year’s annual stockholders’ meeting. The Company’s 2009 annual meeting was held on June 4, 2009. Accordingly, all stockholder proposals for the Company’s 2010 annual meeting must be delivered to, or mailed and received at, the Company’s principal executive offices not earlier than the close of business on Thursday, February 4, 2010 and not later than the close of business on Monday, March 8, 2010.

• Section 2.11 (Record Date for Action by Written Consent) was amended to require that a stockholder seeking to take action by written consent must provide the information required by Section 2.8(c) (as well as a copy of the proposed consent) in the written notice delivered to the Company’s Secretary requesting the Board of Directors to fix a record date.

• Section 3.2 (Number and Tenure) and Section 3.11 (Vacancies) of the By-laws were amended to provide that each director (whether elected or appointed to fill a vacancy) shall serve a term expiring at the next annual meeting of stockholders (as opposed to a one-year term).

• Section 3.7 (Notice of Board Meetings) was amended to provide that notices of Board of Directors’ meetings may be delivered by electronic transmission.

• Sections 4.2 (Elections and Term of Office) and 4.9 (Removal) were amended to provide that the Chief Executive Officer may remove any officer, except in the case of an officer elected by the Board of Directors, which officer may only be removed by a majority of the entire Board of Directors.

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ITEM 6. EXHIBITS

The exhibits marked with the cross symbol (†) are filed and the exhibits marked with the double cross symbol (††) are furnished with this Form 10-Q. Any exhibits marked with the asterisk symbol (*) are management contracts or compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.

Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit or Other Reference
2.1	Purchase and Sale Agreement dated February 18, 2008, by and among Amedisys, Inc., Amedisys TLC Acquisition, L.L.C., TLC Health Services, Inc., TLC Holdings I, Corp. (“Holdco”) and the securityholders of TLC and Holdco	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	2.1
2.2	First Amendment to Purchase and Sale Agreement dated March 25, 2008, by and among Amedisys, Inc., Amedisys TLC Acquisition, L.L.C., TLC Health Services, Inc., Holdco and Arcapita Inc., as Sellers’ Representative on behalf of the securityholders of TLC and Holdco	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	2.2
3.1	Composite of Certificate of Incorporation of the Company inclusive of all amendments through June 14, 2007	The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007	0-24260	3.1
†3.2	Composite of By-Laws of the Company inclusive of all amendments through October 22, 2009
4.1	Common Stock Specimen	The Company’s Registration Statement on Form S-3 filed on August 20, 2007	333-145582	4.8
4.2.1	Shareholder Rights Agreement	The Company’s Current Report on Form 8-K filed June 16, 2000, and the Company’s Registration Statement on Form 8-A12G filed June 16, 2000	0-24260	4
4.2.2	Amendment No. 1 to Shareholder Rights Agreement, dated as of July 26, 2006	The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006	0-24260	4.1
4.3	Note Purchase Agreement dated March 25, 2008 among Amedisys, Inc., Amedisys Holding, L.L.C. and the Purchasers identified on Schedule A thereto, relating to the issuance and sale of (a) $35,000,000 aggregate principal amount of their 6.07% Series A Senior Notes due March 25, 2013 (b) $30,000,000 aggregate principal amount of their 6.28% Series B Senior Notes due March 25, 2014 and (c) $35,000,000 aggregate principal amount of their 6.49% Series C Senior Notes due March 25, 2015	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	4.1

28

Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit or Other Reference
4.4	Form of Series A Note due March 25, 2013 (attached as Exhibit 1 to the Note Purchase Agreement incorporated by reference as Exhibit 4.3 hereto)	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	4.1
4.5	Form of Series B Note due March 25, 2014 (attached as Exhibit 2 to the Note Purchase Agreement incorporated by reference as Exhibit 4.3 hereto)	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	4.1
4.6	Form of Series C Note due March 25, 2015 (attached as Exhibit 3 to the Note Purchase Agreement incorporated by reference as Exhibit 4.3 hereto)	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	4.1
†10.1*	Employment Agreement dated October 27, 2009 by and between the Company and Michael Fleming, M.D.
†10.2*	Employment Agreement dated July 7, 2008 by and between the Company and David R. Bucey
†31.1	Certification of William F. Borne, Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
†31.2	Certification of Dale E. Redman, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
††32.1	Certification William F. Borne, Chairman and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
††32.2	Certification Dale E. Redman, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
††101.INS	XBRL Instance
††101.SCH	XBRL Taxonomy Extension Schema
††101.CAL	XBRL Taxonomy Extension Calculation
††101.LAB	XBRL Taxonomy Extension Labels
††101.PRE	XBRL Taxonomy Extension Presentation

29

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

AMEDISYS, INC.
(Registrant)
By:	/s/ Dale E. Redman
	Dale E. Redman
	Chief Financial Officer and     Duly Authorized Officer

DATE: October 27, 2009

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EXHIBIT INDEX

The exhibits marked with the cross symbol (†) are filed and the exhibits marked with the double cross symbol (††) are furnished with this Form 10-Q. Any exhibits marked with the asterisk symbol (*) are management contracts or compensatory plans or arrangements filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.

Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit or Other Reference
2.1	Purchase and Sale Agreement dated February 18, 2008, by and among Amedisys, Inc., Amedisys TLC Acquisition, L.L.C., TLC Health Services, Inc., TLC Holdings I, Corp. (“Holdco”) and the securityholders of TLC and Holdco	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	2.1
2.2	First Amendment to Purchase and Sale Agreement dated March 25, 2008, by and among Amedisys, Inc., Amedisys TLC Acquisition, L.L.C., TLC Health Services, Inc., Holdco and Arcapita Inc., as Sellers’ Representative on behalf of the securityholders of TLC and Holdco	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	2.2
3.1	Composite of Certificate of Incorporation of the Company inclusive of all amendments through June 14, 2007	The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007	0-24260	3.1
†3.2	Composite of By-Laws of the Company inclusive of all amendments through October 22, 2009
4.1	Common Stock Specimen	The Company’s Registration Statement on Form S-3 filed on August 20, 2007	333-145582	4.8
4.2.1	Shareholder Rights Agreement	The Company’s Current Report on Form 8-K filed June 16, 2000, and the Company’s Registration Statement on Form 8-A12G filed June 16, 2000	0-24260	4
4.2.2	Amendment No. 1 to Shareholder Rights Agreement, dated as of July 26, 2006	The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006	0-24260	4.1
4.3	Note Purchase Agreement dated March 25, 2008 among Amedisys, Inc., Amedisys Holding, L.L.C. and the Purchasers identified on Schedule A thereto, relating to the issuance and sale of (a) $35,000,000 aggregate principal amount of their 6.07% Series A Senior Notes due March 25, 2013 (b) $30,000,000 aggregate principal amount of their 6.28% Series B Senior Notes due March 25, 2014 and (c) $35,000,000 aggregate principal amount of their 6.49% Series C Senior Notes due March 25, 2015	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	4.1

31

Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit or Other Reference
4.4	Form of Series A Note due March 25, 2013 (attached as Exhibit 1 to the Note Purchase Agreement incorporated by reference as Exhibit 4.3 hereto)	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	4.1
4.5	Form of Series B Note due March 25, 2014 (attached as Exhibit 2 to the Note Purchase Agreement incorporated by reference as Exhibit 4.3 hereto)	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	4.1
4.6	Form of Series C Note due March 25, 2015 (attached as Exhibit 3 to the Note Purchase Agreement incorporated by reference as Exhibit 4.3 hereto)	The Company’s Current Report on Form 8-K filed on April 1, 2008	0-24260	4.1
†10.1*	Employment Agreement dated October 27, 2009 by and between the Company and Michael Fleming, M.D.
†10.2*	Employment Agreement dated July 7, 2008 by and between the Company and David R. Bucey
†31.1	Certification of William F. Borne, Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
†31.2	Certification of Dale E. Redman, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
††32.1	Certification William F. Borne, Chairman and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
††32.2	Certification Dale E. Redman, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
††101.INS	XBRL Instance
††101.SCH	XBRL Taxonomy Extension Schema
††101.CAL	XBRL Taxonomy Extension Calculation
††101.LAB	XBRL Taxonomy Extension Labels
††101.PRE	XBRL Taxonomy Extension Presentation

32

EX-3.2

Exhibit 3.2

COMPOSITE BY-LAWS

OF

AMEDISYS, INC.

Incorporated under the Laws of the State of Delaware

(Inclusive of Amendments Dated October 22, 2009)

ARTICLE I

OFFICES AND RECORDS

SECTION 1.1 Delaware Office. The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle.

SECTION 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

SECTION 1.3 Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE II

STOCKHOLDER MEETINGS

SECTION 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date and at such place and time as may be fixed by resolution of the Board of Directors.

SECTION 2.2 Special Meetings. Subject to the rights, if any, of the holders of any series of stock having a preference over the Common Stock of the Corporation as to dividends or upon liquidation (“Preferred Stock”) with respect to such series of Preferred Stock, special meetings of the stockholders may be called only by the Chairman of the Board or by the President or by the Board of Directors or a Committee thereof, or by the holders of at least 30% of all the shares entitled to vote at the proposed special meeting. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting (or any supplement thereto). Notice of any special meeting shall be delivered by the Corporation pursuant to Section 2.5 of these By-Laws. The holders of the requisite percentage of voting power may request a special meeting by submitting a written notice of demand to the Secretary of the Corporation at the Corporation’s principal executive offices stating the purpose or purposes of the meeting. Such written notice of demand shall be signed by the stockholder or stockholders holding the requisite percentage of the voting power to demand a special meeting and shall also set forth the information required by Section 2.8(c) of these By-Laws.

SECTION 2.3 Business at Annual and Special Stockholder Meetings.

(a) No business (including nominating persons to be elected or re-elected to the Corporation’s Board of Directors) may be transacted at an annual meeting of the Corporation’s stockholders other than business that is:

(i) specified in a notice of meeting (or any supplement thereto) given by or at the direction of the Corporation’s Board of Directors or an authorized committee thereof;

(ii) otherwise brought before the meeting by or at the direction of the Corporation’s Board of Directors or an authorized committee thereof; or

(iii) otherwise brought before the meeting:

(A) by a stockholder who was a stockholder of record at the time of giving notice provided in Section 2.8 and at the time of the meeting and who is entitled to vote at the meeting on such business (including electing or re-electing persons to the Corporation’s Board of Directors) (a “Record Holder”); and

(B) who complies with the notice procedures set forth in Section 2.8 (any such Record Holder being hereafter referred to as a “Noticing Stockholder”).

For the avoidance of doubt, clause (a)(iii) of this Section 2.3 shall be the exclusive means for a stockholder to nominate persons to be elected or re-elected to the Corporation’s Board of Directors at an annual meeting of stockholders or to bring or submit other business before an annual meeting of stockholders (other than proposals properly brought pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included in the Corporation’s notice of and proxy materials submitted in connection with such meeting). Nothing in this Section 2.3(a) shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors under specified circumstances.

(b) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting (or any supplement thereto). Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected or re-elected pursuant to the Corporation’s notice of meeting only:

(i) by or at the direction of the Corporation’s Board of Directors or an authorized committee thereof; or

2

(ii) provided that the Board of Directors has determined that directors are to be elected at such special meeting, by a Noticing Stockholder who complies with the notice procedures set forth in Section 2.8.

For the avoidance of doubt, clause (b)(ii) of this Section 2.3 shall be the exclusive means for a stockholder to nominate persons to be elected or re-elected to the Corporation’s Board of Directors at a special meeting of stockholders. Nothing in this Section 2.3(b) shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors under specified circumstances.

SECTION 2.4 Place of Meeting. The Board of Directors, the Chairman of the Board, or President, as the case may be, may designate the place of meeting for any annual meeting or for any special meeting of the stockholders called by the Board of Directors, the Chairman of the Board or President. If no designation is so made, the place of meeting shall be the principal office of the Corporation.

SECTION 2.5 Notice of Meeting. Written or printed notice, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered by the Corporation not less than 10 days nor more than 60 days before the date of the meeting, either personally or by mail, to each stockholder of record entitled to notice of such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 6.4 of these By-Laws. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of the stockholders (other than a special meeting called at the request of holders of at least 30% of all the shares entitled to vote at the proposed special meeting) may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

SECTION 2.6 Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on separately by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The Chairman of the meeting or a majority of the shares so represented may adjourn the meeting from time to time, whether or not there is such a quorum. No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 2.7 Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such manner prescribed by the General Corporation Law of the State of Delaware) by the stockholder, or by his duly authorized attorney in fact.

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SECTION 2.8 Notice of Stockholder Business to be Conducted at a Meeting of Stockholders. In order for a Noticing Stockholder to (i) properly bring any item of business (including nominating persons to be elected or re-elected to the Corporation’s Board of Directors) before an annual meeting of stockholders in accordance with Section 2.3(a) or (ii) nominate persons for election to the Board of Directors at a special meeting of stockholders (at which directors are to be elected or re-elected pursuant to the Corporation’s notice of meeting) in accordance with Section 2.3(b), the Noticing Stockholder must have given timely notice of that business in proper form in writing to the Secretary of the Corporation in compliance with the requirements of this Section 2.8 and such business must otherwise be a proper matter for stockholder action under relevant law. This Section 2.8 shall constitute an “advance notice provision” for annual meetings of stockholders for purposes of Rule 14a-4(c)(1) under the Exchange Act. Certain capitalized terms used in this Section 2.8 are defined in subsection (d), below.

(a) To be timely, a Noticing Stockholder’s notice required by these By-Laws must be delivered to the Secretary at the Corporation’s principal executive offices in proper written form:

(i) Annual Meeting Deadlines. In connection with business (including nominating persons to be elected or re-elected to the Corporation’s Board of Directors) to be properly brought at an annual meeting of stockholders in accordance with Section 2.3(a), not earlier than the close of business on the one hundred twentieth (120^th) day and not later than the close of business on the ninetieth (90^th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120^th) day prior to the date of such annual meeting and not later than the close of business on the later of: (A) the ninetieth (90^th) day prior to the date of such annual meeting or, (B) if the first Public Announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10^th ) day following the day on which Public Announcement of the date of such annual meeting is first made by the Corporation; and

(ii) Special Meeting Deadlines. In connection with the nomination of persons for election to the Board of Directors at a special meeting of stockholders (at which directors are to be elected or re-elected pursuant to the Corporation’s notice of meeting) in accordance with Section 2.3(b), not earlier than the close of business on the one-hundred twentieth (120^th) day prior to such special meeting and not later than the close of business on the later of: (A) the ninetieth (90^th) day prior to such special meeting, or (B) the tenth (10^th) day following the day on which Public Announcement of the date of the special meeting is first made by the Corporation.

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In no event shall any adjournment, deferral or postponement of an annual or special meeting of stockholders, or the announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above.

(b) Notwithstanding anything in Section 2.8(a) to the contrary, if the number of persons to be elected to the Corporation’s Board of Directors is increased and there is no Public Announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a Noticing Stockholder’s notice required by these By-Laws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary at the Corporation’s principal executive offices not later than the close of business on the tenth (10^th) day following the day on which the Public Announcement naming all nominees or specifying the size of the increased Board of Directors is first made by the Corporation.

(c) To be in proper form, whether in regard to nominating persons to be elected or re-elected to the Corporation’s Board of Directors or any other business, a Noticing Stockholder’s written notice required by these By-Laws must completely and accurately:

(i) Set forth, as to each Noticing Stockholder and, if a Noticing Stockholder holds for the benefit of another, the beneficial owner on whose behalf the nomination or proposal is made (any Noticing Stockholder or such beneficial owner a “Holder” and, collectively, “Holders”), the following information together with a representation as to the completeness and accuracy of the information:

(A) (i) the name and address of the Noticing Stockholder as they appear on the Corporation’s books and the residence address (if different from the Corporation’s books) of the Noticing Stockholder, (ii) if the Noticing Stockholder holds for the benefit of another, the name and address of such beneficial owner and (iii) the name and address of any Holder Associated Person covered by this Section 2.8(c)(i);

(B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially or of record by each Holder and each Holder Associated Person covered by this Section 2.8(c)(i), and the date such ownership was acquired;

5

(C) a description of any Derivative Instrument that is directly or indirectly owned beneficially by any Holder or Holder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares or other securities of the Corporation;

(D) any proxy, contract, arrangement, understanding, or relationship pursuant to which any Holder or Holder Associated Person has a right to vote or has granted a right to vote any securities (including the shares of common stock) of the Corporation;

(E) a description of any Hedging Transaction entered into by or on behalf of any Holder or Holder Associated Person;

(F) any rights to dividends or other distributions on the shares or other securities of the Corporation owned beneficially by any Holder or Holder Associated Person that are separated or separable from the underlying shares or other securities of the Corporation;

(G) any proportionate interest in shares or other securities of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or other entity in which any Holder or Holder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or similar entity;

(H) any performance-related fees (other than an asset-based fee) that any Holder or Holder Associated Person is entitled to based on any increase or decrease in the value of shares or other securities of the Corporation or Derivative Instruments, if any;

(I) a representation that the Noticing Stockholder intends to appear in person or by proxy at the meeting to nominate the persons named or propose the business specified in the notice, together with a statement whether the Noticing Stockholder intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding shares required to approve the nomination or the business proposed or otherwise to solicit proxies from Corporation’s stockholders in support of the nomination or the business proposed; and

(J) any other information relating to the Holder and any Holder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal or for

6

the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder (even if an election contest or proxy solicitation is not involved), or is otherwise required pursuant to Section 14 of the Exchange Act.

(ii) If a Noticing Stockholder’s notice required by these By-Laws relates to any business other than the nomination of one or more persons to be elected or re-elected to the Corporation’s Board of Directors that is proposed to be brought before the meeting, the notice also must set forth:

(A) a brief description of the business desired to be brought before the meeting (including the specific text of any resolutions or actions proposed for consideration and if such business includes the proposal to amend the Corporation’s Certificate of Incorporation or By-Laws, the specific language of the proposed amendment) and the reasons for conducting such business at the meeting; and

(B) a description of all direct and indirect agreements, arrangements or understandings between the Holder, any Holder Associated Person and any other Person (including their names) in connection with the proposal of such business by the Holder and any material direct or indirect interest of the Holder, any Holder Associated Person or any such other Person in such business.

(iii) If a Noticing Stockholder’s notice required by these By-Laws relates to the nomination of a person (each such person a “Nominee” and collectively, “Nominees”) to be elected or re-elected to the Corporation’s Board of Directors, the written notice, as to each Nominee, also must:

(A) set forth the Nominee’s name, age, business and residence address and principal occupation or employment and the class or series and number of shares of common stock or other securities of the Corporation that are directly or indirectly owned beneficially or of record by the Nominee and all such other information that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election (even if an election contest or proxy solicitation is not involved), or is otherwise required, pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder (including the Nominee’s written consent to being named in the proxy statement as a nominee, if applicable, and to serving as a director if elected);

(B) set forth a description (including party names) of any agreements, arrangements or understandings (including financial transactions) between or among the Holder, any Holder Associated Person or

7

any Nominee, on the one hand, and any other Persons (including any Holder Associated Person and any Nominee), on the other hand, in connection with the Nominee’s nomination; and

(C) set forth a description of all direct and indirect compensation and any other material monetary agreements, arrangements or understandings during the past three years, and any other material relationships, between or among the Holder, any Holder Associated Person and their respective Affiliates and Associates, or other Persons acting in concert therewith, on the one hand, and each Nominee, and his or her respective Affiliates and Associates, or other Persons acting in concert therewith, on the other hand.

(iv) Any notice submitted pursuant to this Section 2.8(c) shall be updated and supplemented by the Holder in writing and delivered to the Secretary at the Corporation’s principal executive offices not later than 10 days after the record date for the meeting, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

(d) In addition to the other terms that are defined in these By-Laws, for purposes of these By-Laws, the following terms shall have the respective meanings ascribed thereto:

(i) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another specified Person.

(ii) “Associate” means, with respect to a specified Person:

(A) any corporation or organization of which that Person is an officer or partner or of which that Person is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities;

(B) any trust or other estate in which that Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; or

(C) any Immediate Family Member of that Person.

(iii) “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

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(iv) “Derivative Instrument” means any derivative positions including, without limitation, any option, warrant, convertible security, stock appreciation right, profits interest or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares or other securities of the Corporation or with a value derived in whole or in part from the value of any class or series of shares or other securities of the Corporation, whether or not the instrument or right shall be subject to settlement in the underlying class or series of shares or other securities of the Corporation or otherwise and any performance-related fees to which such Holder or Holder Associated Person is entitled based, directly or indirectly, on any increase or decrease in the value of shares or other securities of the Corporation.

(v) “Hedging Transaction” means, any hedging or other transaction (such as borrowed or loaned shares) or series of transactions, or any other agreement, arrangement or understanding, the effect or intent of which is to increase or decrease the voting power or economic or pecuniary interest of a Holder or Holder Associated Person with respect to the Corporation’s securities, including, without limitation, a short interest in any securities (including the shares of common stock) of the Corporation (for purposes of these By-Laws a person shall be deemed to have a short interest in a security if a Holder or Holder Associated Person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value or price of the subject security).

(vi) “Holder Associated Person” means, with respect to any Holder, (A) any person acting in concert with such Holder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Holder (other than a stockholder that is a depositary) and (C) any Person, directly or indirectly, controlling, controlled by or under common control with any Holder, or any Holder Associated Person identified in clauses (A) or (B) above.

(vii) “Immediate Family Member” means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of a specified person, and any person (other than a tenant or employee) sharing the household of such specified person.

(viii) “Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

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(ix) “Public Announcement” means disclosure by the Corporation in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable national news service or in a document publicly filed with or furnished by the Corporation to the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and the rules and regulations thereunder.

(e) Only those persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible to serve as directors. Only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these By-Laws. Except as otherwise provided by law, the Certificate of Incorporation, or these By-Laws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in compliance with the procedures set forth in these By-Laws and, if any nomination or proposed business is not in compliance with these By-Laws, to declare that such nomination or proposed business is defective, in which case it shall be disregarded.

(f) In addition to the foregoing provisions of these By-Laws, a Holder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these By-Laws; provided, however, that any references in these By-Laws to the Exchange Act or the rules and regulations thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.3 or Section 2.8.

(g) Nothing in these By-Laws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. In addition, nothing in these By-Laws shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors under specified circumstances.

SECTION 2.9 Procedure for Election of Directors; Required Vote. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot unless the presiding officer at the meeting determines that written ballots are unnecessary, and subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, a plurality of the votes cast thereat shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation, or these By-Laws, in all matters other than the election of directors, the affirmative vote of the holders of a majority of the voting power represented by the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.

SECTION 2.10 Inspectors of Elections; Opening and Closing the Polls. The Board of Directors by resolution may appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of

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stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Chairman of the meeting may appoint one or more inspectors to act at the meeting. Each inspector, before discharging such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspectors shall have the duties prescribed by law.

The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

SECTION 2.11 Record Date for Action by Written Consent. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary (which written notice must set forth the information required by Section 2.8(c) of these By-Laws and include a copy of the proposed written consent), request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or to any officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

SECTION 2.12 Inspectors of Written Consent. In the event of the delivery, in the manner provided by Section 2.11, to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with Section 2.11 represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing

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contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

SECTION 2.13 Effectiveness of Written Consent. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated written consent received in accordance with Section 2.11, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation in the manner prescribed in Section 2.11.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1 General Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

SECTION 3.2 Number and Tenure. Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the business and affairs of the Corporation shall be managed by the Board of Directors of not less than three nor more than 7 persons, the exact number thereof to be determined from time to time by resolution of the Board of Directors. Each director shall serve for a term expiring at the next annual meeting of stockholders and until his successor shall have been duly elected and qualified. Directors need not be stockholders.

SECTION 3.3 Chairman of the Board. The Chairman of the Board shall be chosen from among the Directors. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board shall perform all duties incidental to his office which may be required by law and all such other duties as are properly required of him by the Board of Directors.

SECTION 3.4 Lead Director. Whenever the Chairman of the Board is an executive officer of the Corporation the Board shall appoint one of the independent directors, within the meaning of then effective NASDAQ Marketplace Rules, as Lead Director of the Corporation to lead the Board in fulfilling its duties effectively, efficiently and independent of management. Specifically, the Lead Director is responsible for the following:

(a) Enhance Board Effectiveness

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(i) Ensure the Board works as a cohesive team under his/her leadership.

(ii) Ensure the Board has adequate resources, especially by way of full, timely and relevant information to support its decision-making.

(iii) Ensure a process is in place to monitor best practices which relate to the responsibilities of the Board.

(iv) Assess the effectiveness of the overall Board, its committees and individual directors on a regular basis.

(b) Manage the Board

(i) Provide input to the Chairman on the scheduling and preparation of agendas for Board and committee meetings.

(ii) Consult with the Chairman and the Board on the membership of, chairs for, and effectiveness of, Board committees.

(iii) Consult with the Chairman on the retention of consultants who report directly to the Board.

(iv) Ensure that the independent directors meet at least annually to discuss, without management present, (A) whether delegated committee functions are being carried out and reported to the board, (B) CEO and Board performance, (C) succession planning, (D) strategic planning, and (E) such other issues as the independent directors deem appropriate.

(v) Chair Board meetings when the Chairman is not in attendance.

(c) Liaison Between Board and Management

(i) Communicate to management as appropriate the results of private discussions among outside directors.

SECTION 3.5 Regular Meetings. Regular meetings of the Board of Directors shall be held without notice at such time and at such place as shall from time to time be determined by the Board.

SECTION 3.6 Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board or a majority of the Board of Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.

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SECTION 3.7 Notice of Board Meetings. Notice of any special meeting of directors shall be given to each director at the director’s business or residence in writing by hand delivery, first-class or overnight mail or courier service or by telegram or facsimile transmission, by electronic transmission or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by telegram, overnight mail or courier service, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company or the notice is delivered to the overnight mail or courier service company at least 24 hours before such meeting. If by facsimile transmission or by electronic transmission, such notice shall be deemed adequately delivered when the notice is transmitted at least 12 hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least 12 hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these By-Laws, as provided under Section 8.1. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 6.4 of these By-Laws.

SECTION 3.8 Action by Consent of Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

SECTION 3.9 Conference Telephone Meetings. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 3.10 Quorum. Subject to Section 3.9, a whole number of directors equal to at least a majority of the total number of directors which the Corporation would have if there were no vacancies (“Whole Board”) shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 3.11 Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, and directors so chosen shall hold office for a term expiring at the next annual meeting

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of stockholders and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

SECTION 3.12 Executive and Other Committees. The Board of Directors may, by resolution adopted by a majority of the Whole Board, designate an Executive Committee to exercise, subject to and to the full extent of applicable provisions of law, all the powers of the Board in the management of the business and affairs of the Corporation when the Board is not in session and may, by resolution similarly adopted, designate one or more other committees. The Executive Committee may not, however (i) approve or adopt, or recommend to the stockholders of the Corporation, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any By-Law of the Corporation. The Executive Committee and each such other committee shall consist of two or more directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, other than the Executive Committee (the powers of which are expressly provided for herein), may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board when required.

A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in any such manner as the committee may determine from time to time. A majority of the Whole Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board.

SECTION 3.13 Removal. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, either with or without cause, by the affirmative vote of holders of a majority of the voting power of shares of Voting Stock.

SECTION 3.14 Records. The Board of Directors shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

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ARTICLE IV

OFFICERS

SECTION 4.1 Elected Officers. The elected officers of the Corporation shall be a Chief Executive Officer, a President, a Secretary, a Treasurer, and such other officers (including, without limitation, a Chief Financial Officer) as the Board of Directors from time to time may deem proper. All officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. The Board or any committee thereof may from time to time elect, or the Chief Executive Officer may appoint, such other officers (including one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these By-Laws or as may be prescribed by the Board or such committee or by the Chief Executive Officer, as the case may be.

SECTION 4.2 Election and Term of Office. The elected officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors held after the annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected and shall have been qualified or until his death, resignation or removal.

SECTION 4.3 Chief Executive Officer. The Chief Executive Officer shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to this office which may be required by law and all such other duties as are properly required of this officer by the Board of Directors. The Chief Executive Officer shall make reports to the Board of Directors and the stockholders, and shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The Chief Executive Officer may also serve as President, if so elected by the Board.

SECTION 4.4 President. The President shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The President shall, in the absence of or because of the inability to act of the Chief Executive Officer, perform all duties of the Chief Executive Officer.

SECTION 4.5 Vice-Presidents. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the Board of Directors or the Chief Executive Officer.

SECTION 4.6 Chief Financial Officer. The Chief Financial Officer (if any) shall be a Vice President and act in an executive financial capacity. He shall assist the Chief Executive Officer and the President in the general supervision of the Corporation’s financial policies and affairs.

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SECTION 4.7 Treasurer. The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board of Directors, or in such banks as maybe designated as depositaries in the manner provided by resolution of the Board of Directors. He shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him from time to time by the Board of Directors or the Chief Executive Officer.

SECTION 4.8 Secretary. The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders; he shall see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; he shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and he shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board or the Chief Executive Officer.

SECTION 4.9 Removal. Any officer or agent may be removed at any time by the affirmative vote of a majority of the Whole Board or, except in the case of an officer or agent elected by the Board, by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death, his resignation or his removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

SECTION 4.10 Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board of Directors for the unexpired portion of the term at any meeting of the Board of Directors. Any vacancy in an office appointed by the Chief Executive Officer because of death, resignation, or removal may be filled by the Chief Executive Officer.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

SECTION 5.1 Stock Certificates and Transfers.

(a) The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe; provided that the Board of

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Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be represented by uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

(b) The shares of stock represented by certificates shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolutions may permit all or any of the signatures on such certificates (if any) to be by facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

(c) The shares of the stock of the Corporation represented by certificates shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares (if authorized) shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation.

(d) Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the General Corporation Law of the State of Delaware or, unless otherwise provided by the General Corporation Law of the State of Delaware, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 5.2 Lost, Stolen or Destroyed Certificates. No certificate for shares of stock nor uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or any financial officer may in its or his discretion require.

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ARTICLE VI

MISCELLANEOUS PROVISIONS

SECTION 6.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the 31st day of December of each year.

SECTION 6.2 Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

SECTION 6.3 Seal. The Corporation need not have a corporate seal, but if it does the corporate seal shall have inscribed thereon the words “Corporate Seal”, the year of incorporation and around the margin thereof the words “Amedisys, Inc.—Delaware”

SECTION 6.4 Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the General Corporation Law of the State of Delaware or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board of Directors or committee thereof need be specified in any waiver of notice of such meeting.

SECTION 6.5 Audits. The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors, and it shall be the duty of the Board of Directors to cause such audit to be done annually.

SECTION 6.6 Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice of such resignation to the Chief Executive Officer, the President, or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chief Executive Officer, the President, or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

SECTION 6.7 Indemnification and Insurance. In addition to the indemnification rights provided in the Certificate of Incorporation:

(a) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that such person or a person of whom such person is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation,

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whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; provided, however, that except as provided in paragraph (c) of this By-Law, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this By-Law shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within 20 days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in such persons capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this By-Law or otherwise.

(b) To obtain indemnification under this By-Law, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this paragraph (b), a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested Directors so directs,

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by the stockholders of the Corporation. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination.

(c) If a claim under paragraph (a) of this By-Law is not paid in full by the Corporation within 30 days after a written claim pursuant to paragraph (b) of this By-Law has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counselor stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such claimant has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(d) If a determination shall have been made pursuant to paragraph (b) of this By-Law that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (c) of this By-Law.

(e) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (C) of this By-Law that the procedures and presumptions of this By-Law are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this By-Law.

(f) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this By-Law shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote of stockholders or Disinterested Directors or otherwise. No repeal or modification of this By-Law shall in anyway diminish or adversely affect the rights of any director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

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(g) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Corporation maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to which rights to indemnification have been granted as provided in paragraph (h) of this By-Law, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.

(h) The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the provisions of this By-Law with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

(i) If any provision or provisions of this By-Law shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this By-Law (including, without limitation, each portion of any paragraph of this By-Law containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in anyway be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this By-Law (including, without limitation, each such portion of any paragraph of this By-Law containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

(j) For purposes of this By-Law:

(i) “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(ii) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this By-Law.

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(k) Any notice, request or other communication required or permitted to be given to the Corporation under this By-Law shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VII

CONTRACTS, PROXIES, ETC.

SECTION 7.1 Contracts. Except as otherwise required by law, the Certificate of Incorporation or these By-Laws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chief Executive Officer, the President or any Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board of Directors or the Chief Executive Officer, the President or any Vice President of the Corporation may delegate contractual powers to others under his jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

SECTION 7.2 Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the Chief Executive Officer, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

ARTICLE VIII

AMENDMENTS

SECTION 8.1 Amendments. Except as expressly provided otherwise by the Delaware General Corporation Law, the Certificate of Incorporation of the Corporation, or other provisions of these By-Laws, these By-Laws may be altered, amended or repealed and new By-Laws adopted at any regular or special meeting of the Board of Directors by an affirmative vote of a majority of the Whole Board.

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) entered into as of the 27^th day of October, 2009 (hereinafter referred to as the “Effective Date”), by and between AMEDISYS, INC., (hereinafter referred to as “Amedisys” or the “Company”), a Delaware corporation having its principal place of business at 5959 South Sherwood Forest Boulevard, Baton Rouge, Louisiana, 70816, and MICHAEL O. FLEMING, M.D. (hereinafter referred to as “Fleming”), an individual of the full age of majority and capacity residing at [REDACTED].

RECITALS

WHEREAS, Amedisys owns, manages, and/or operates agencies and facilities for the provision of home health and hospice services (hereinafter referred to, along with such other businesses now or hereafter conducted or engaged in by Amedisys, as the “Business” or the “Services”), and

WHEREAS, Fleming has, as of the Effective Date, been hired by the Company as its Chief Medical Officer, in accordance with the terms of this Agreement.

NOW THEREFORE, in consideration of the employment referenced herein, as well as other mutual promises and covenants contained in this Agreement, the parties agree as follows:

1. Employment; Position. Amedisys hereby employs Fleming as of the Effective Date in the position of Chief Medical Officer, and Fleming hereby accepts such employment, in accordance with the terms of this Agreement.

2. Performance of Duties. Fleming shall report directly to the Company’s Chief Executive Officer. Fleming’s principal place of employment shall be the corporate offices of the Company located in Baton Rouge, Louisiana. Fleming shall oversee the Company’s clinical and quality initiatives and shall have such responsibilities and authorities and perform such duties as are customary for the Chief Medical Officer of a publicly held company similar in size and businesses as the Company as they exist from time to time and such other reasonable additional duties as may be prescribed from time to time by the Company’s Chief Executive Officer. Fleming’s responsibilities shall include, but shall not be limited to, (i) advising the Company on clinical and quality improvement initiatives, (ii) serving as a member of the Company’s Clinical Standards Board, (iii) ensuring via the Clinical Standards Board that the Company’s clinical programs are based upon research-based practice protocols and/or evidence-based standards of care, (iv) providing appropriate clinical recommendations for the new model of comprehensive, continuous chronic care management, (v) advising the Chief Executive Officer on compliance issues relating to all clinical and quality initiatives, (vi) assisting the Chief Compliance Officer on compliance issues relating to all clinical and quality initiatives, (vii) advising the Senior Vice President of Clinical Operations on clinical and quality initiatives, (viii) advising the Chief Executive Officer on the work of the Amedisys Strategic Advisory Board, (ix) supporting strategic relationships/partnerships for the Medical Home Demonstration Project, Independence at Home Project, house call practices and other projects, as necessary,

(x) facilitating key research and development efforts, (xi) assisting the Chief Executive Officer on the work of the Alliance for Home Health Quality and Innovation, (xii) leading efforts in the expansion of the Company’s medical director education seminars and in-services, (xiii) advising on medical/physician association outreach (i.e., as a liaison with these groups so that they can see the Company as a solution to their members’ needs), (xiv) developing, supporting and fostering physician relationships for and with the Company, including by building on current relationships and by expanding the role of the Company in working with physicians and physicians’ practices in building the new model of care for the aging, multi-morbid population, (xv) facilitating the Company’s hospital relationship efforts, (xvi) providing governmental relations support to the Company at Federal and state levels, as well as with health plans, (xvii) assisting the Chief Executive Officer in the development of political and legislative initiatives, (xviii) representing the Company in consultations with other business interest groups/medical home groups/governmental groups, etc., (xix) representing the Company in dealings with the Louisiana Department of Health and Hospitals, Louisiana Health Care Quality Forum and Louisiana Business Group on Health, (xx) facilitating partnerships with associations and affiliate groups (e.g., Primary Care Collaborative, AAFP, National Health Counsel, etc.), (xxi) assisting with various marketing components as they relate to physicians, including but not limited to the expanded use of Mercury Doc and (xxii) serving as a liaison in negotiations for managed care contracts.

3. Devotion of Time. Fleming agrees to devote his full time and attention (except for periods of vacation or absence due to illness, and for reasonable community service activities) to the business affairs of the Company to the extent necessary to discharge his responsibilities hereunder and to use his reasonable best efforts to perform such responsibilities faithfully and efficiently.

4. Term of Employment. This Agreement shall begin as of the Effective Date and shall continue until terminated either by Fleming, as set forth in Section 6.2 below, or by the Company, which termination shall be effective as provided herein. It is expressly understood by the parties that Fleming’s employment is employment-at-will and there is no guarantee of ongoing employment or employment for any specified term.

5. Compensation and Benefits.

5.1. Base Salary. In consideration of Fleming’s employment, the Company shall pay Fleming an annual salary in the amount of not less than $210,000 (as such annual salary may be annually adjusted, the “Base Salary”), which amount shall be subject to tax and other withholdings and payable in accordance with the Company’s regular payroll practices. Fleming will be entitled to receive Base Salary adjustments consistent with the Company’s policies applicable to its senior vice-presidents.

5.2. Restricted Stock. Beginning in 2009, Fleming shall be eligible annually to receive shares of restricted Company stock, subject to the approval of the Company’s Board of Directors. The stock grant for 2009 shall have a value of $60,000.

5.3. Incentive Compensation and Benefit Programs. Fleming shall be eligible to participate in the Company’s annual incentive plan with a target award opportunity (“Target Bonus”) equal to no less than 50% of his Base Salary in

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accordance with and subject to the terms of the Company’s incentive plan applicable to its senior vice-presidents. In addition, during his employment, Fleming shall be entitled to participate in other compensation, pension, and welfare benefit plans and programs of the Company as are made available to the Company’s senior vice-presidents or to its employees generally, as such plans and programs may be in effect from time to time, including without limitation, paid time off, deferral, health, medical, dental, long-term disability, travel, accident and life insurance plans, subject to applicable eligibility requirements. The Company expressly retains the right to modify or terminate any such plans and programs in its sole discretion. In no case shall Fleming 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.

5.4 Reimbursement of Expenses. The Company shall reimburse Fleming for all items of travel and other expenses reasonably and necessarily incurred by him in the course of his employment and for the benefit of the Company, subject to the limitations and requirements of the Company’s policy applicable to senior vice-presidents or to its employees generally.

6. Termination of Employment. Fleming’s employment may be terminated at any time in accordance with, and subject to, the following terms and conditions:

6.1 Termination by Company. The Company shall have the right to terminate Fleming’s employment, with or without Cause (as defined below), at any time and subject to the sole discretion of the Company, subject only to the terms of this Agreement.

6.1.1 Termination of Employment for Cause. The Company may terminate Fleming’s employment if such termination is for “Cause”, which shall specifically include, but shall not be limited to the following occurrences:

a. A material default or breach by Fleming of any of the provisions of this Agreement which is detrimental to the Company or the Business;

b. Actions by Fleming constituting fraud, abuse, or embezzlement;

c. Fleming’s intentionally furnishing materially false, misleading, or omissive information to the Company’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, or to the Board or any committee thereof (specifically including the Company’s Audit Committee and/or Compliance Committee);

d. Actions of Fleming constituting a breach of the confidentiality of the Business and/or trade secrets of the Company;

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e. Violation by Fleming of the restrictive covenants contained in this Agreement; or

f. Fleming’s willful failure to follow reasonable and lawful directives of the Company’s Chief Financial Officer or Chief Executive Officer, which are consistent with Fleming’s job responsibilities.

6.1.2 Effect of Termination of Employment for Cause. In the event that the Company terminates the employment of Fleming for Cause, Fleming shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of the termination. In such event, Fleming shall be entitled to and his sole remedies shall be: (i) his then current Base Salary through the date of the termination of his employment, which shall be paid in a single lump sum not later than 15 days following his termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his termination of employment; and (iii) other or additional benefits then due and earned in accordance with applicable plans or programs of the Company. Fleming shall not be entitled to participate in any incentive awards for the year (or other applicable incentive award plan period) in which he is terminated and shall not be entitled to receive Severance Compensation (as hereafter defined) as set forth in Section 6.3 below or any other additional compensation of any kind. Notwithstanding the foregoing, in the event that Fleming is terminated for Cause, Fleming shall nonetheless remain bound by the provisions of Sections 8 and 9 of this Agreement, and shall continue to abide by the restrictions thereof for the duration provided therein.

6.1.3 Termination of Employment Without Cause; Effect. In the event that the Company terminates the employment of Fleming without Cause (meaning his employment is terminated by the Company for any reason other than Cause or due to death or disability), Fleming shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of the termination. In such event, Fleming shall be entitled to and his sole remedies shall be: (i) his then current Base Salary through the date of the termination of his employment, which shall be paid in a single lump sum not later than 15 days following his termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his termination of employment; (iii) other or additional benefits then due and earned in accordance with applicable plans or programs of the Company and (iv) Severance Compensation as set forth in Section 6.3. Fleming shall not be entitled to participate in any incentive awards for the year (or other applicable incentive award plan period) in which he is terminated. Fleming shall remain bound by the provisions of Sections 8 and 9 of this Agreement, and shall continue to abide by the restrictions thereof for the duration provided therein.

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6.1.4 Termination Due to Death or Disability. The employment of Fleming shall terminate on the date of his death or upon notice of termination of employment by the Company due to Disability (as defined below). In the event Fleming’s employment with the Company is terminated due to his death or Disability, Fleming, or his estate or beneficiaries, as the case may be, shall be entitled to, and the sole remedies under this Agreement shall be: (i) his then current Base Salary through the date of the death or notice of termination due to Disability, which shall be paid in a single lump sum not later than 15 days following his termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his death or Disability; and (iii) other or additional benefits then due and earned in accordance with applicable plans or programs of the Company. Fleming, or his estate or beneficiaries, as the case may be, will be ineligible to participate in any incentive awards for the year (or other applicable incentive award plan period) in which he is terminated due to death or Disability and shall not be entitled to receive Severance Compensation as set forth in Section 6.3 below or any other additional compensation of any kind. For purposes of this Agreement, the term “Disability” means Fleming’s inability to perform his responsibilities hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 6 months.

6.2 Termination of Employment by Fleming. Pursuant to this Section 6.2, Fleming may terminate his employment with Company upon ninety (90) days advance written notice to the Company. Such notice shall set forth in sufficient detail for the Company to understand the nature of the facts underlying said termination. In such event, Fleming shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of termination (i.e., ninety days following submission of notice) or such earlier time as the Company may elect in its sole discretion. Upon termination of employment by Fleming, he shall be entitled to and his sole remedies shall be: (i) his then current Base Salary through the date of the termination of his employment, which shall be paid in a single lump sum not later than 15 days following his termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his termination of employment; and (iii) other or additional benefits then due and earned in accordance with applicable plans or programs of the Company. Fleming shall not be entitled to participate in any incentive awards for the year (or other applicable incentive award plan period) in which he is terminated and shall not be entitled to receive Severance Compensation as set forth in Section 6.3 below or any other compensation of any kind. Fleming shall remain bound by the provisions of Sections 8 and 9 of this Agreement, and shall continue to abide by the restrictions thereof for the duration provided therein. Notwithstanding the foregoing, in the event that Fleming terminates his employment with the Company for Good Reason, the termination will be treated as a

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termination by the Company without Cause and Fleming will be entitled to the remedies set forth in Section 6.1.3. “Good Reason” means the occurrence of any of the following circumstances without Fleming’s express prior written consent: (a) a material reduction in Base Salary; (b) a relocation of corporate offices of the Company outside a 50-mile radius of Baton Rouge, Louisiana, (c) a material diminution of Fleming’s authority, responsibility or duties, or (d) any action or inaction which causes a material breach by the Company of its obligations under this Agreement. For purposes of this Agreement, Good Reason shall not be deemed to have occurred unless Fleming provides the Company with notice of one of the conditions described above within 90 days of the existence of the condition, and the Company is provided at least 30 days to cure the condition.

6.3 Severance Compensation. In the event that the Company agrees or is obligated (pursuant to Sections 6.1.3 or 6.2 (termination with Good Reason)) to provide Severance Compensation, the Company shall pay Fleming an amount equal to six (6) months of his then current monthly Base Salary, less tax and other withholdings (the “Severance Compensation”), payable by the Company via regularly scheduled payroll distributions, beginning upon the first regular payday following the termination, until the entire severance amount due Fleming is paid in full. Notwithstanding the foregoing, in the event of the issuance of a final, unappealable order to the effect that Fleming has breached Section 8 or Section 9 of this Agreement (a “Final Order of Material Breach”), Fleming shall not be entitled to any Severance Compensation. Should, for any reason, Fleming refuse or fail to timely execute the Release as presented to him by the Company (which shall be identical to or substantially similar to the Release attached hereto as Attachment 6.3) Fleming shall be deemed to have foregone the entirety of the Severance Compensation otherwise due or offered to him, and Fleming shall not be entitled to any further Severance Compensation from the Company.

6.4 Section 409A Specified Employee. If Fleming is a “specified employee” for purposes of Section 409A of the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”), to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to Sections 6.1.3 or 6.2 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. Should this Section 6.4 result in a delay of payments to Fleming, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A of the Code (the “409A Payment Date”), the Company shall begin to make such payments as described in this Section 6.4 provided that any amounts that would have been payable earlier but for application of this Section 6.4 shall be paid in a lump-sum on the 409A Payment Date.

7. Representations by Fleming. Fleming hereby represents to the Company that he is physically and mentally capable of performing his duties hereunder and he has no knowledge of present or past physical or mental conditions that would cause him not to be able to perform his duties hereunder. Fleming further represents to the Company that he has never been convicted of

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any criminal offense or found (either through adjudication or settlement) civilly liable for any violation of any federal or state health care fraud or abuse law. Fleming further represents to the Company that he has not been sanctioned, excluded, debarred, suspended, or otherwise prohibited from participation in a federal health care program pursuant to the provisions of 42 U.S.C. § 1320a et seq. and that he is a Board Certified Physician.

8. Confidentiality, Return of Company Materials, Non-Disclosure, Cooperation with Litigation and Non-Disparagement.

8.1 Confidentiality. Fleming shall not, during his employment with the Company or at any time thereafter, make use of or divulge, disclose, communicate, furnish, distribute, or make available or accessible to anyone, without the Company’s prior written consent, any Confidential Information (as defined below) except in the performance of his duties or when required to do so by legal process that orders him to divulge such information. In the event he is so ordered, he shall give prompt written notice to the Company in order to allow the Company to object to such order. “Confidential Information” shall mean (i) all proprietary 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 Fleming or (B) regarding the Company’s business or industry properly acquired in the course of his career in the Company’s industry and that is not proprietary to 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.

8.2 Ownership of Information. Fleming recognizes that any and all Confidential Information and copies or reproductions or portions thereof, relating to the Company’s operations and activities made or received by Fleming in the course of his employment are and shall be the exclusive property of the Company, and Fleming holds and uses same as trustee and a fiduciary for the Company and, at all times, subject to the Company’s sole control; and Fleming will deliver same to the Company at the termination of his employment, or earlier if so requested by the Company in writing. All of such Confidential Information, and/or any portion(s) thereof, which if lost or used by Fleming outside the scope of his employment, could cause irreparable and continuing injury to the Company and its Business for which there may not be an adequate remedy at law, and for which the Company is entitled to secure the relief afforded in Section 10, in addition to any other right or remedy available under law, equity, or this Agreement. Accordingly, Fleming acknowledges that compliance with the provisions of this Section 8 is necessary to protect the goodwill and other proprietary interests of the Company and is a material condition of employment.

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8.3 Confidentiality of the Agreement. During his employment with the Company and thereafter, Fleming 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, and any disclosure that may be necessary in connection with enforcement of this Agreement.

8.4 Post-Employment Cooperation. Fleming agrees to cooperate with the Company, during his employment with the Company and thereafter (including following his termination of employment for any reason), by making himself reasonably available to testify truthfully on behalf of the Company or any subsidiary in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary, in all reasonable respects 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. The Company agrees to reimburse Fleming, on an after-tax basis, for all expenses actually incurred in connection with his provision of testimony or assistance.

8.5 Non-Disparagement of the Company. Fleming agrees that, during his employment with the Company and thereafter (including following his 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. Notwithstanding the foregoing, nothing in this Agreement shall preclude Fleming from making truthful statements or disclosures (a) that are required by applicable law, regulation, or legal process, (b) in connection with the enforcement of this Agreement, or (c) 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.

8.6 HIPAA Confidentiality Agreement. Simultaneously with his execution hereof, Fleming shall execute a separate HIPAA Confidentiality Agreement, which shall be expressly incorporated herewith as Attachment 8.6 hereto.

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9. Restrictive Covenants.

9.1 Non-Solicitation /Non-Tamper/Non-Competition Covenants. As an inducement to cause the Company to enter into this Agreement, and for all consideration contained herein and afforded hereby, Fleming covenants and agrees that during his employment and for a period of twenty-four (24) months after he ceases to be employed by the Company (or for Section 9.1.3(b) such shorter period specified thereunder), regardless of the manner or cause of termination:

9.1.1 Solicitation of Business. He will not initiate any contact with, call upon, solicit business from, sell or render services to any client, referral source, or patient of the Business or any Company affiliate within the area in which such conducts business, a descriptive list of which is included as Attachment 9.1.1 hereto, which is attached hereto and expressly incorporated herein (hereinafter referred to as “Restricted Areas”), for or on behalf of himself or any business, firm, proprietorship, corporation, partnership, limited liability company, company, association, entity, or venture primarily engaged in the business of providing in-home nursing health care services and/or hospice care, which is a similar business to the Business (hereinafter referred to as a “Competing Business”), and Fleming shall not directly or indirectly aid, assist, or consult with any other person, firm, or organization to do any of the aforesaid acts. The parties acknowledge that the Business is rapidly expanding, and it is the parties’ intent that Fleming’s responsibilities extend to the entirety of the service area in which Amedisys conducts business; and in order to prevent ongoing, repetitious amendments to this Agreement solely for the purpose of updating the Restricted Area, the parties agree that the Restricted Area, inclusive of Attachment 9.1.1 shall be self-amending to include all counties and States in which the Company conducts business at any time during Fleming’s tenure with the Company, and in no event shall such Restricted Area be less than that contained in Attachment 9.1.1. In the event Company’s service area extends into counties and/or States beyond those specifically denominated in Attachment 9.1.1, the parties intend and agree that Fleming’s continued employment thereafter shall serve as the parties’ constructive acceptance of an amendment to the Restricted Area.

9.1.2. Solicitation of Employees. He will not directly or indirectly, as principal, agent, owner, partner, stockholder, member, officer, director, employee, independent contractor, representative, or consultant of any Competing Business, or in any individual or representative capacity hire or solicit, directly or indirectly, or cause (an)other(s) to hire or solicit, directly or indirectly, the employment of any officer, agent, employee (inclusive of Account Executive, Account Manager, Senior Account Executive, Senior Account Manager, Director of Business Development, Area Vice President of

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Business Development, or other sales persons, clinical staff, office staff, or corporate personnel) of the Company, the Business, or any Company subsidiary or other affiliate, for the purpose of causing said individual(s) to terminate employment with the Company, the Business, or any Company subsidiary or other affiliate, and be employed by such Competing Business.

9.1.3. Employment Covenant. (a) He will not accept, engage, or commence employment with, or consult, contract or otherwise provide services (other than services as outside counsel but subject to Section 8 of this Agreement) to, any Competing Business within the Restricted Areas, and (b) during his employment, and for a period of six (6) months after he ceases to be employed by the Company, he will not accept, engage, or commence any services as outside counsel to any Competing Business.

9.1.4. Acknowledgment. Fleming acknowledges, represents, and agrees that the restrictions in this Section 9.1 do not and will not preclude him from earning a livelihood.

9.2 Material Violation. A material violation of Sections 8 or 9 shall constitute a material and substantial breach of this Agreement and shall result in the imposition of the Company’s remedies contained in Section 10 herein. Fleming acknowledges, represents, and agrees that proof of such personal solicitation by Fleming of any employee, client, referral source, or patient shall constitute absolute and conclusive evidence that Fleming has substantially and materially breached the provisions of this Agreement.

9.3 Covenants. It is understood by and between the parties that the foregoing covenants set forth in Sections 8 and 9 are essential elements of this Agreement, and that, but for the agreement of Fleming to comply with such covenants, the Company would not have entered into this Agreement. Such covenants by Fleming shall be construed as agreements independent of any other provision of this Agreement and the existence of any claim or cause of action Fleming may have against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of these covenants.

10. Remedies. Fleming hereby acknowledges, covenants, and agrees that in the event of a default or breach by Fleming of Sections 8 or 9 of this Agreement, in addition to any other remedy set forth herein:

10.1 Specific Performance; Waiver of Severance Payments. The Company will suffer irreparable and continuing damages as a result of such breach and its remedy at law will be inadequate. Fleming agrees that in the event of a violation or a breach of Sections 8 or 9 of this Agreement by Fleming, in addition to any other remedies available to it, the Company shall be entitled to an injunction restraining any such default or any other appropriate decree of specific performance, without the

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requirement to prove irreparable harm or the inadequacy of any remedy at law. Fleming hereby waives the requirement to post a bond or other security, and acknowledges that the Company shall also be entitled to any other equitable relief the court deems proper. Further, in the event of the issuance of a Final Order of Material Breach (a), Fleming shall return to the Company, in cash, within five days of demand therefor, any Severance Compensation already paid to him at the time of said breach, and all of his rights to receive any portion of his Severance Compensation not already paid to him shall immediately terminate, and (b) the unexercised portion of any stock option, whether or not vested, will be immediately forfeited and canceled.

10.2 Remedies Cumulative. Any and all of the Company’s remedies described in this Agreement shall not be exclusive, both as among themselves and as applied with other modes of legal redress, and shall be in addition to any and all other remedies which the Company may have at law, contract, or in equity, including, but not limited to, the right to monetary damages.

10.3 Attorneys’ Fees. In the event of the issuance of a Final Order of Material Breach, in addition to any other remedy afforded in law and equity, the Company shall be entitled to recover from Fleming its attorneys’ fees and costs, including any attorneys’ fees and costs incurred on appeal.

10.4 Tolling. In the event Fleming breaches the covenants contained in Section 9, Fleming hereby agrees that the time period(s) during which said breach occurs shall be tolled and shall cease to run during any violation of any such covenant. Further, Fleming agrees that in computing the time period(s) of any restrictive covenant contained in this Agreement, the period between the commencement and cessation of violations of these covenants shall not be counted.

11. Severability/Savings Clause. The invalidity of any one or more of the words, phrases, sentences, clauses, sections, subdivisions, or subparagraphs contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being legally valid. Specifically, but without limitation, if any court of competent and proper jurisdiction finds that any portion of Sections 8 or 9 of this Agreement is overly broad or otherwise unenforceable, for any reason whatsoever, then it is hereby agreed that this Agreement shall be reduced and/or amended so as to render it enforceable to the fullest extent allowable under the applicable law, and that any court of competent jurisdiction shall have the power to alter the scope of any provision herein in order that said provision would be made legal and enforceable upon the effectiveness of said alteration. Further, all parties hereby agree that such revisions and alterations shall be effective and binding as if they were in existence as of the Effective Date and continuously thereafter.

12. Successors/Assigns.

12.1 Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. For purposes of this Agreement, the term “successor” of Company shall include any person or entity that, whether directly or indirectly, and/or whether by purchase, merger, consolidation, operation of law, assignment, or otherwise acquires or controls: (i) all or substantially all of the assets of Company; or (ii) more than fifty percent (50%) of the total voting capital stock of the Company.

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12.2 Assignment. This Agreement shall be non-assignable by either Company or Fleming without the written consent of the other party, it being understood that the obligations and performance of this Agreement are entirely and wholly personal in nature.

13. Resolution of Disputes. In the event that either party to this Agreement has any claim, right or cause of action against the other 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 13.

(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 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 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 any judge of the United States District Court for the Middle District of Louisiana.

(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

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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, should such remaining arbitrators so determine, any judge of the United States District Court for the Middle District of Louisiana shall select a replacement arbitrator. The procedure set forth in this Section for selecting the arbitrators shall be followed from time to time as necessary. As to any claim, 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 parties agree that any arbitration shall be kept confidential and any element of same (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitration panel, the parties, their counsel and any person necessary to the conduct of the arbitration, except as may be required in proceedings to compel or enforce arbitration proceedings hereunder, if any, or in order to satisfy disclosure obligations imposed by law or regulation or by any regulatory authority, including the United States Securities and Exchange Commission and any applicable stock exchange.

(d) The arbitral award may include an award of costs, including reasonable attorneys’ fees and disbursements. Absent such an award, each party shall be responsible in equal amounts for paying the cost of the arbitrators as well as the other costs of the arbitration, and each party shall be responsible for payment of the fees and expenses of its own counsel.

(e) Notwithstanding any other provisions of this Section 13, 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 13 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 13 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.

(f) Notwithstanding any other provisions of this Section 13, if the Company is seeking injunctive or other equitable relief from a dispute arising under or in connection with Sections 8 or 9, the arbitration requirements of this Section 13 shall not apply.

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(g) 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.

14. Miscellaneous Provisions.

14.1 Amendment. No amendment, waiver, or modification of this Agreement or any provisions of this Agreement shall be valid unless in writing and duly executed by both parties.

14.2 Waiver. Any waiver by any party of any breach of any provision of this Agreement shall not be considered as or constitute a continuing waiver or waiver of any other breach of any provision of this Agreement.

14.3 Captions. Captions contained in this Agreement are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provisions of this Agreement.

14.4 Interpretation. Should any provision of this Agreement require judicial interpretation, the parties hereto agree that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party which itself or through its agent prepared the same.

14.5 Prior Agreements. This Agreement and the attachments hereto contain the entire understanding of the parties covering the subject matter hereof and supersedes and replaces all prior agreements, understandings, discussions and negotiations, whether written or oral, between the parties hereto dealing with the subject matter hereof.

14.6 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Louisiana. Subject to Section 13, the parties stipulate and agree that venue and jurisdiction for any controversies, disputes, or legal proceedings involving or arising out of this Agreement shall be proper in the Nineteenth Judicial District Court in the Parish of East Baton Rouge, State of Louisiana or the United States District Court for the Middle District of Louisiana.

14.7 Execution. It is the intention of the parties hereto that this Agreement will not be valid and binding upon the parties hereto until such time as this Agreement is executed by both parties in accordance herewith. This Agreement may be executed in counterparts.

14.8 Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of Fleming’s employment to the extent necessary to preserve the intended rights and obligations.

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14.9 Notices. Any notices required to be 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 and to Fleming 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 Fleming:	Dr. Michael O. Fleming
	[REDACTED]

IN WITNESS WHEREOF, the parties have signed and executed this Agreement as of the day and year first written hereinabove.

AMEDISYS, INC.:		FLEMING:
By:	/S/ William F. Borne		/S/ Michael O. Fleming
	William F. Borne		Dr. Michael O. Fleming
	Chief Executive Officer

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Attachment 9.1.1

RESTRICTED AREA

[Intentionally omitted from Exhibit 10.1 due to length; includes all counties, parishes and United States Territories in which operating subsidiaries of Amedisys, Inc. own or operate home health or hospice agencies]

Attachment 9.1.1 – Page 1

Attachment 8.6:

HIPAA CONFIDENTIALITY AGREEMENT

See Next Page

- Remainder of Page Left Intentionally Blank -

CONFIDENTIALITY COVENANT

I acknowledge that I am aware of and understand the corporate policies of Amedisys regarding the security of personal health information including the policies and procedures relating to the use, collection, disclosure, storage, and destruction of protected health information.

In consideration of my employment or association with Amedisys and as an integral part of the terms and conditions of my employment or association, I hereby covenant, warrant, and agree that I shall not at any time, during my employment, contract, association, or appointment with Amedisys or after the cessation of such employment, contract, association, or appointment, access or use protected health information except as may be required in the course and scope of my duties and responsibilities and in accordance with applicable law and corporate and departmental policies governing the proper use and release of protected health information.

I fully understand and acknowledge that my obligations outlined hereinabove will continue even after the termination of my employment, contract, association, or appointment with Amedisys.

I also understand that the unauthorized use or disclosure of protected health information shall result in Company disciplinary action up to and including termination of my employment, contract, association, or appointment, the institution of legal action pursuant to applicable state or federal laws, and a report to my professional regulatory body.

I further acknowledge that by virtue of my employment, contract, association, or appointment with Amedisys, that I may be afforded access to Confidential Company Information concerning the business and practices of Amedisys, which shall specifically include, but shall not be limited to inventions and improvements, ideas, plans, processes, financial information, techniques, technology, trade secrets, patient lists, manuals, disease state management protocols, and/or other information developed, in the possession of, or acquired by or on behalf of Amedisys, which relates to or affects any aspect of Amedisys’ business and affairs (“Confidential Company Information”). I hereby agree that I will not use, disclose, or distribute Confidential Company Information and/or information derived therefrom except for the exclusive benefit of Amedisys.

I understand, acknowledge, and agree that nothing contained herein shall be deemed or regarded as an employment contract or any other guarantee of employment, and shall not otherwise alter or affect my status as an at-will employee (or where applicable, independent contractor) of the Company.

EXECUTED, this                      day of                 , 200    .

Signature Printed Name

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Attachment 6.3

RELEASE

In exchange for certain termination payments, benefits and promises to which Michael O. Fleming (“Fleming”) would not otherwise be entitled, Fleming, 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 Fleming 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., 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.

Fleming acknowledges that he has had a period of twenty-one (21) days from the date of receipt of this Release to consider it, and 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 Fleming. Prior to the expiration of the seven-(7) day period, Fleming may revoke Fleming’s consent to this Release.

Fleming acknowledges by executing this Release that Fleming has returned to the Company all Company property in Fleming’s possession.

Fleming acknowledges that the terms of this Release and Fleming’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 Fleming’s immediate family or tax or legal advisors, neither Fleming nor Fleming’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.

FLEMING ACKNOWELDGES HE FULLY UNDERSTANDS THE CONTENTS OF THIS RELEASE AND EXECUTES IT FREELY AND VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.

Signed:                                                  

Date:                                                      

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EX-10.2

Exhibit 10.2

EXECUTION

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) entered into as of the 7th day of July 2008 (hereinafter referred to as the “Effective Date”), by and between AMEDISYS, INC., (hereinafter referred to as “Amedisys” or the “Company”), a Delaware corporation having its principal place of business at 5959 South Sherwood Forest Boulevard, Baton Rouge, Louisiana, 70816, and DAVID R. BUCEY (hereinafter referred to as “Bucey”), an individual of the full age of majority and capacity residing at [REDACTED].

RECITALS

WHEREAS, Amedisys owns, manages, and/or operates agencies and facilities for the provision of home health and hospice services (hereinafter referred to, along with such other businesses now or hereafter conducted or engaged in by Amedisys, as the “Business” or the “Services”), and

WHEREAS, Bucey has as of the Effective Date been hired by the Company as Senior Vice President, General Counsel and Corporate Secretary, in accordance with the terms of this Agreement.

NOW THEREFORE, in consideration of the employment referenced herein, as well as other mutual promises and covenants contained in this Agreement, the parties agree as follows:

1. Employment; Position. Amedisys hereby employs Bucey as of the Effective Date in the position of Senior Vice President, General Counsel and Corporate Secretary and Bucey hereby accepts such employment, in accordance with the terms of this Agreement.

2. Performance of Duties. Bucey shall report directly to the Company’s Chief Financial Officer or as the Chief Executive Officer should otherwise direct. Bucey’s principal place of employment shall be the corporate offices of the Company located in Baton Rouge, Louisiana. Bucey shall oversee the Company’s legal function and shall have such responsibilities and authorities and perform such duties as are customary for the general counsel and corporate secretary of a publicly held company similar in size and businesses as the Company as they exist from time to time and such other reasonable additional duties as may be prescribed from time to time by the Company’s Chief Financial Officer or Chief Executive Officer. Bucey’s responsibilities shall include, but shall not be limited to, oversight of the Company’s adherence to internal compliance and governmental and regulatory rules, regulations, and applicable Federal and State laws and the making of regular reports to the Board and committees thereof regarding same; providing legal advice to the Company concerning transactions and the Company’s dealings with employees, vendors, landlords, franchisees, joint venture partners, governmental agencies and other third parties; and retention and supervision of all outside counsel. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that (a) Bucey’s responsibilities shall not include oversight of the Company’s compliance with laws relating exclusively to the health care services industry (including, without limitation, laws relating to Medicare or Medicaid, the Stark laws and

other similar anti-fraud, or anti-kickback laws, the Health Insurance Portability and Accountability Act (“HIPAA”), and any other federal and state laws which apply only to the health care services industry, and the Company’s compliance with any corporate integrity agreements (or similar agreements that may be entered into by it in the future), since that responsibility rests with the Company’s Chief Compliance Officer, and (b) notwithstanding that Bucey’s employment with the Company may start sooner, the parties agree that Bucey shall not undertake any matter that constitutes the practice of law in the State of Louisiana until such time as Bucey has been properly licensed as an in-house counsel in Louisiana in accordance with the applicable provisions of Louisiana law. Bucey and the Company shall work together diligently and in good faith to have Bucey licensed as an in-house counsel in Louisiana as promptly as reasonably possible.

3. Devotion of Time. Bucey agrees to devote his full time and attention (except for periods of vacation or absence due to illness, and for reasonable community service activities) to the business affairs of the Company to the extent necessary to discharge his responsibilities hereunder and to use his reasonable best efforts to perform such responsibilities faithfully and efficiently.

4. Term of Employment. This Agreement shall begin as of the Effective Date and shall continue until terminated either by Bucey, as set forth in Section 6.2 below, or by the Company, which termination shall be effective as provided herein. It is expressly understood by the parties that Bucey’s employment is employment-at-will and there is no guarantee of ongoing employment or employment for any specified term.

5. Compensation and Benefits.

5.1. Base Salary. In consideration of Bucey’s employment, the Company shall pay Bucey an annual salary in the amount of not less than $190,000 (as such annual salary may be annually adjusted, the “Base Salary”), which amount shall be subject to tax and other withholdings and payable in accordance with the Company’s regular payroll practices. Bucey will be entitled to receive Base Salary adjustments consistent with the Company’s policies applicable to its senior vice-presidents.

5.2. Restricted Stock. Bucey shall be granted 5,000 shares of restricted common stock effective as of the Effective Date (with one-third of such shares vesting upon each of the third, fourth and fifth anniversaries of the Effective Date, if Bucey remains employed by the Company on the applicable anniversary date), and shall be eligible to receive additional grants of restricted stock annually, subject to the approval of the Board.

5.3. Incentive Compensation and Benefit Programs. Bucey shall be eligible to participate in the Company’s annual incentive plan with a target award opportunity (“Target Bonus”) approved from year to year by the Board. The Target Bonus for the 2008 plan year shall be $60,000 and Bucey shall be eligible for 50% of the Target Bonus for the 2008 plan year in accordance with and subject to the terms of the Company’s incentive plan applicable to its senior vice- presidents. In addition, during his employment, Bucey shall be entitled to

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participate in other compensation, pension, and welfare benefit plans and programs of the Company as are made available to the Company’s senior vice-presidents or to its employees generally, as such plans and programs may be in effect from time to time, including without limitation, paid time off, deferral, health, medical, dental, long-term disability, travel, accident and life insurance plans, subject to applicable eligibility requirements. The Company expressly retains the right to modify or terminate any such plans and programs in its sole discretion. In no case shall Bucey 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.

5.4 Reimbursement of Expenses. The Company shall reimburse Bucey for all items of travel and other expenses reasonably and necessarily incurred by him in the course of his employment and for the benefit of the Company, subject to the limitations and requirements of the Company’s policy applicable to senior vice-presidents or to its employees generally.

6. Termination of Employment. Bucey’s employment may be terminated at any time in accordance with, and subject to, the following terms and conditions:

6.1 Termination by Company. The Company shall have the right to terminate Bucey’s employment, with or without Cause (as defined below), at any time and subject to the sole discretion of the Company, subject only to the terms of this Agreement.

6.1.1 Termination of Employment for Cause. The Company may terminate Bucey’s employment if such termination is for “Cause”, which shall specifically include, but shall not be limited to the following occurrences:

a. A material default or breach by Bucey of any of the provisions of this Agreement which is detrimental to the Company or the Business;

b. Actions by Bucey constituting fraud, abuse, or embezzlement;

c. Bucey’s intentionally furnishing materially false, misleading, or omissive information to the Company’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, or to the Board or any committee thereof (specifically including the Company’s Audit Committee and/or Compliance Committee);

d. Actions of Bucey constituting a breach of the confidentiality of the Business and/or trade secrets of the Company;

e. Violation by Bucey of the restrictive covenants contained in this Agreement; or

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f. Bucey’s willful failure to follow reasonable and lawful directives of the Company’s Chief Financial Officer or Chief Executive Officer, which are consistent with Bucey’s job responsibilities.

6.1.2 Effect of Termination of Employment for Cause. In the event that the Company terminates the employment of Bucey for Cause, Bucey shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of the termination. In such event, Bucey shall be entitled to and his sole remedies shall be: (i) his then current Base Salary through the date of the termination of his employment, which shall be paid in a single lump sum not later than 15 days following his termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his termination of employment; and (iii) other or additional benefits then due and earned in accordance with applicable plans or programs of the Company. Bucey shall not be entitled to participate in any incentive awards for the year (or other applicable incentive award plan period) in which he is terminated and shall not be entitled to receive Severance Compensation (as hereafter defined) as set forth in Section 6.3 below or any other additional compensation of any kind. Notwithstanding the foregoing, in the event that Bucey is terminated for Cause, Bucey shall nonetheless remain bound by the provisions of Sections 8 and 9 of this Agreement, and shall continue to abide by the restrictions thereof for the duration provided therein.

6.1.3 Termination of Employment Without Cause; Effect. In the event that the Company terminates the employment of Bucey without Cause (meaning his employment is terminated by the Company for any reason other than Cause or due to death or disability), Bucey shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of the termination. In such event, Bucey shall be entitled to and his sole remedies shall be: (i) his then current Base Salary through the date of the termination of his employment, which shall be paid in a single lump sum not later than 15 days following his termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his termination of employment; (iii) other or additional benefits then due and earned in accordance with applicable plans or programs of the Company and (iv) Severance Compensation as set forth in Section 6.3. Bucey shall not be entitled to participate in any incentive awards for the year (or other applicable incentive award plan period) in which he is terminated. Bucey shall remain bound by the provisions of Sections 8 and 9 of this Agreement, and shall continue to abide by the restrictions thereof for the duration provided therein.

6.1.4 Termination Due to Death or Disability. The employment of Bucey shall terminate on the date of his death or upon notice of termination of employment by the Company due to Disability (as defined below). In the

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event Bucey’s employment with the Company is terminated due to his death or Disability, Bucey, or his estate or beneficiaries, as the case may be, shall be entitled to, and the sole remedies under this Agreement shall be: (i) his then current Base Salary through the date of the death or notice of termination due to Disability, which shall be paid in a single lump sum not later than 15 days following his termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his death or Disability; and (iii) other or additional benefits then due and earned in accordance with applicable plans or programs of the Company. Bucey, or his estate or beneficiaries, as the case may be, will be ineligible to participate in any incentive awards for the year (or other applicable incentive award plan period) in which he is terminated due to death or Disability and shall not be entitled to receive Severance Compensation as set forth in Section 6.3 below or any other additional compensation of any kind. For purposes of this Agreement, the term “Disability” means Bucey’s inability to perform his responsibilities hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 6 months.

6.2 Termination of Employment by Bucey. Pursuant to this Section 6.2, Bucey may terminate his employment with Company upon ninety (90) days advance written notice to the Company. Such notice shall set forth in sufficient detail for the Company to understand the nature of the facts underlying said termination. In such event, Bucey shall cease to be an employee of Company and shall cease to have any power or authority of his position as of the effective date of termination (i.e., ninety days following submission of notice) or such earlier time as the Company may elect in its sole discretion. Upon termination of employment by Bucey, he shall be entitled to and his sole remedies shall be: (i) his then current Base Salary through the date of the termination of his employment, which shall be paid in a single lump sum not later than 15 days following his termination of employment; (ii) any incentive awards earned but not yet paid (if any), which shall be paid in a single lump sum not later than 15 days following his termination of employment; and (iii) other or additional benefits then due and earned in accordance with applicable plans or programs of the Company. Bucey shall not be entitled to participate in any incentive awards for the year (or other applicable incentive award plan period) in which he is terminated and shall not be entitled to receive Severance Compensation as set forth in Section 6.3 below or any other compensation of any kind. Bucey shall remain bound by the provisions of Sections 8 and 9 of this Agreement, and shall continue to abide by the restrictions thereof for the duration provided therein. Notwithstanding the foregoing, in the event that Bucey terminates his employment with the Company for Good Reason, the termination will be treated as a termination by the Company without Cause and Bucey will be entitled to the remedies set forth in Section 6.1.3. “Good Reason” means the occurrence of any of the following circumstances without Bucey’s express prior written consent: (a) a material reduction in Base Salary; (b) a relocation of corporate offices of the Company outside a 50-mile radius of Baton Rouge, Louisiana, (c) a material diminution of Bucey’s authority,

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responsibility or duties, or (d) any action or inaction which causes a material breach by the Company of its obligations under this Agreement. For purposes of this Agreement, Good Reason shall not be deemed to have occurred unless Bucey provides the Company with notice of one of the conditions described above within 90 days of the existence of the condition, and the Company is provided at least 30 days to cure the condition.

6.3 Severance Compensation. In the event that the Company agrees or is obligated (pursuant to Sections 6.1.3 or 6.2 (termination with Good Reason)) to provide Severance Compensation, the Company shall pay Bucey an amount equal to twelve (12) months of his then current monthly Base Salary, less tax and other withholdings (the “Severance Compensation”), payable by the Company via regularly scheduled payroll distributions, beginning upon the first regular payday following the termination, until the entire severance amount due Bucey is paid in full. Notwithstanding the foregoing, in the event of the issuance of a final, unappealable order to the effect that Bucey has breached Section 8 or Section 9 of this Agreement (a “Final Order of Material Breach”), Bucey shall not be entitled to any Severance Compensation. Should, for any reason, Bucey refuse or fail to timely execute the Release as presented to him by the Company (which shall be identical to or substantially similar to the Release attached hereto as Attachment 6.3) Bucey shall be deemed to have foregone the entirety of the Severance Compensation otherwise due or offered to him, and Bucey shall not be entitled to any further Severance Compensation from the Company.

6.4 Section 409A Specified Employee. If Bucey is a “specified employee” for purposes of Section 409A of the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”), to the extent required to comply with Section 409A of the Code, any payments required to be made pursuant to Sections 6.1.3 or 6.2 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. Should this Section 6.4 result in a delay of payments to Bucey, on the first day any such payments may be made without incurring a penalty pursuant to Section 409A of the Code (the “409A Payment Date”), the Company shall begin to make such payments as described in this Section 6.4 provided that any amounts that would have been payable earlier but for application of this Section 6.4 shall be paid in a lump-sum on the 409A Payment Date.

7. Representations by Bucey. Bucey hereby represents to the Company that he is physically and mentally capable of performing his duties hereunder and he has no knowledge of present or past physical or mental conditions that would cause him not to be able to perform his duties hereunder. Bucey further represents to the Company that he has never been convicted of any criminal offense or found (either through adjudication or settlement) civilly liable for any violation of any federal or state health care fraud or abuse law. Bucey further represents to the Company that he has not been sanctioned, excluded, debarred, suspended, or otherwise prohibited from participation in a federal health care program pursuant to the provisions of 42 U.S.C. § 1320a et seq., or from the practice of law in any jurisdiction, and that, to his knowledge, there is no reason to believe that he will not be admitted to practice law in the State of Louisiana as an in-house counsel.

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8. Confidentiality, Return of Company Materials, Non-Disclosure, Cooperation with Litigation and Non-Disparagement

8.1 Confidentiality. Bucey shall not, during his employment with the Company or at any time thereafter, make use of or divulge, disclose, communicate, furnish, distribute, or make available or accessible to anyone, without the Company’s prior written consent, any Confidential Information (as defined below) except in the performance of his duties or when required to do so by legal process that orders him to divulge such information. In the event he is so ordered, he shall give prompt written notice to the Company in order to allow the Company to object to such order. “Confidential Information” shall mean (i) all proprietary 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 Bucey or (B) regarding the Company’s business or industry properly acquired in the course of his career in the Company’s industry and that is not proprietary to 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.

8.2 Ownership of Information. Bucey recognizes that any and all Confidential Information and copies or reproductions or portions thereof, relating to the Company’s operations and activities made or received by Bucey in the course of his employment are and shall be the exclusive property of the Company, and Bucey holds and uses same as trustee and a fiduciary for the Company and, at all times, subject to the Company’s sole control; and Bucey will deliver same to the Company at the termination of his employment, or earlier if so requested by the Company in writing. All of such Confidential Information, and/or any portion(s) thereof, which if lost or used by Bucey outside the scope of his employment, could cause irreparable and continuing injury to the Company and its Business for which there may not be an adequate remedy at law, and for which the Company is entitled to secure the relief afforded in Section 10, in addition to any other right or remedy available under law, equity, or this Agreement. Accordingly, Bucey acknowledges that compliance with the provisions of this Section 8 is necessary to protect the goodwill and other proprietary interests of the Company and is a material condition of employment.

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8.3 Confidentiality of the Agreement. During his employment with the Company and thereafter, Bucey 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, and any disclosure that may be necessary in connection with enforcement of this Agreement.

8.4 Post-Employment Cooperation. Bucey agrees to cooperate with the Company, during his employment with the Company and thereafter (including following his termination of employment for any reason), by making himself reasonably available to testify truthfully on behalf of the Company or any subsidiary in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company, or any subsidiary, in all reasonable respects 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. The Company agrees to reimburse Bucey, on an after-tax basis, for all expenses actually incurred in connection with his provision of testimony or assistance.

8.5 Non-Disparagement of the Company. Bucey agrees that, during his employment with the Company and thereafter (including following his 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. Notwithstanding the foregoing, nothing in this Agreement shall preclude Bucey from making truthful statements or disclosures (a) that are required by applicable law, regulation, or legal process, (b) in connection with the enforcement of this Agreement, or (c) 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

8.6 HIPAA Confidentiality Agreement. Simultaneously with his execution hereof, Bucey shall execute a separate HIPAA Confidentiality Agreement, which shall be expressly incorporated herewith as Attachment 8.6 hereto.

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9. Restrictive Covenants

9.1 Non-Solicitation /Non-Tamper/Non-Competition Covenants. As an inducement to cause the Company to enter into this Agreement, and for all consideration contained herein and afforded hereby, Bucey covenants and agrees that during his employment and for a period of twenty-four (24) months after he ceases to be employed by the Company (or for Section 9.1.3(b) such shorter period specified thereunder), regardless of the manner or cause of termination:

9.1.1 Solicitation of Business. He will not initiate any contact with, call upon, solicit business from, sell or render services to any client, referral source, or patient of the Business or any Company affiliate within the area in which such conducts business, a descriptive list of which is included as Attachment 9.1.1 hereto, which is attached hereto and expressly incorporated herein (hereinafter referred to as “Restricted Areas”), for or on behalf of himself or any business, firm, proprietorship, corporation, partnership, limited liability company, company, association, entity, or venture primarily engaged in the business of providing in-home nursing health care services and/or hospice care, which is a similar business to the Business (hereinafter referred to as a “Competing Business”), and Bucey shall not directly or indirectly aid, assist, or consult with any other person, firm, or organization to do any of the aforesaid acts. The parties acknowledge that the Business is rapidly expanding, and it is the parties’ intent that Bucey’s responsibilities extend to the entirety of the service area in which Amedisys conducts business; and in order to prevent ongoing, repetitious amendments to this Agreement solely for the purpose of updating the Restricted Area, the parties agree that the Restricted Area, inclusive of Attachment 9.1.1 shall be self-amending to include all counties and States in which the Company conducts business at any time during Bucey’s tenure with the Company, and in no event shall such Restricted Area be less than that contained in Attachment 9.1.1. In the event Company’s service area extends into counties and/or States beyond those specifically denominated in Attachment 9.1.1, the parties intend and agree that Bucey’s continued employment thereafter shall serve as the parties’ constructive acceptance of an amendment to the Restricted Area.

9.1.2. Solicitation of Employees. He will not directly or indirectly, as principal, agent, owner, partner, stockholder, member, officer, director, employee, independent contractor, representative, or consultant of any Competing Business, or in any individual or representative capacity hire or solicit, directly or indirectly, or cause (an)other(s) to hire or solicit, directly or indirectly, the employment of any officer, agent, employee (inclusive of Account Executive, Account Manager, Senior Account Executive, Senior Account Manager, Director of Business Development, Area Vice President of Business Development, or other sales persons, clinical staff, office staff, or corporate personnel) of the Company, the Business, or any Company subsidiary or other affiliate, for the purpose of causing said individual(s) to terminate employment with the Company, the Business, or any Company subsidiary or other affiliate, and be employed by such Competing Business.

9.1.3. Employment Covenant. (a) He will not accept, engage, or commence employment with, or consult, contract or otherwise provide services (other than services as outside counsel but subject to Section 8 of this

9

Agreement) to, any Competing Business within the Restricted Areas, and (b) during his employment, and for a period of six (6) months after he ceases to be employed by the Company, he will not accept, engage, or commence any services as outside counsel to any Competing Business.

9.1.4. Acknowledgment. Bucey acknowledges, represents, and agrees that the restrictions in this Section 9.1 do not and will not preclude him from earning a livelihood.

9.2 Material Violation. A material violation of Sections 8 or 9 shall constitute a material and substantial breach of this Agreement and shall result in the imposition of the Company’s remedies contained in Section 10 herein. Bucey acknowledges, represents, and agrees that proof of such personal solicitation by Bucey of any employee, client, referral source, or patient shall constitute absolute and conclusive evidence that Bucey has substantially and materially breached the provisions of this Agreement.

9.3 Covenants. It is understood by and between the parties that the foregoing covenants set forth in Sections 8 and 9 are essential elements of this Agreement, and that, but for the agreement of Bucey to comply with such covenants, the Company would not have entered into this Agreement. Such covenants by Bucey shall be construed as agreements independent of any other provision of this Agreement and the existence of any claim or cause of action Bucey may have against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of these covenants.

10. Remedies. Bucey hereby acknowledges, covenants, and agrees that in the event of a default or breach by Bucey of Sections 8 or 9 of this Agreement, in addition to any other remedy set forth herein:

10.1 Specific Performance; Waiver of Severance Payments. The Company will suffer irreparable and continuing damages as a result of such breach and its remedy at law will be inadequate. Bucey agrees that in the event of a violation or a breach of Sections 8 or 9 of this Agreement by Bucey, in addition to any other remedies available to it, the Company shall be entitled to an injunction restraining any such default or any other appropriate decree of specific performance, without the requirement to prove irreparable harm or the inadequacy of any remedy at law. Bucey hereby waives the requirement to post a bond or other security, and acknowledges that the Company shall also be entitled to any other equitable relief the court deems proper. Further, in the event of the issuance of a Final Order of Material Breach (a), Bucey shall return to the Company, in cash, within five days of demand therefor, any Severance Compensation already paid to him at the time of said breach, and all of his rights to receive any portion of his Severance Compensation not already paid to him shall immediately terminate, and (b) the unexercised portion of any stock option, whether or not vested, will be immediately forfeited and canceled.

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10.2 Remedies Cumulative. Any and all of the Company’s remedies described in this Agreement shall not be exclusive, both as among themselves and as applied with other modes of legal redress, and shall be in addition to any and all other remedies which the Company may have at law, contract, or in equity, including, but not limited to, the right to monetary damages.

10.3 Attorneys’ Fees. In the event of the issuance of a Final Order of Material Breach, in addition to any other remedy afforded in law and equity, the Company shall be entitled to recover from Bucey its attorneys’ fees and costs, including any attorneys’ fees and costs incurred on appeal.

10.4 Tolling. In the event Bucey breaches the covenants contained in Section 9, Bucey hereby agrees that the time period(s) during which said breach occurs shall be tolled and shall cease to run during any violation of any such covenant. Further, Bucey agrees that in computing the time period(s) of any restrictive covenant contained in this Agreement, the period between the commencement and cessation of violations of these covenants shall not be counted.

11. Severability/Savings Clause. The invalidity of any one or more of the words, phrases, sentences, clauses, sections, subdivisions, or subparagraphs contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being legally valid. Specifically, but without limitation, if any court of competent and proper jurisdiction finds that any portion of Sections 8 or 9 of this Agreement is overly broad or otherwise unenforceable, for any reason whatsoever, then it is hereby agreed that this Agreement shall be reduced and/or amended so as to render it enforceable to the fullest extent allowable under the applicable law, and that any court of competent jurisdiction shall have the power to alter the scope of any provision herein in order that said provision would be made legal and enforceable upon the effectiveness of said alteration. Further, all parties hereby agree that such revisions and alterations shall be effective and binding as if they were in existence as of the Effective Date and continuously thereafter.

12. Successors/Assigns

12.1 Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. For purposes of this Agreement, the term “successor” of Company shall include any person or entity that, whether directly or indirectly, and/or whether by purchase, merger, consolidation, operation of law, assignment, or otherwise acquires or controls: (i) all or substantially all of the assets of Company; or (ii) more than fifty percent (50%) of the total voting capital stock of the Company.

12.2 Assignment. This Agreement shall be non-assignable by either Company or Bucey without the written consent of the other party, it being understood that the obligations and performance of this Agreement are entirely and wholly personal in nature.

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13. Resolution of Disputes. In the event that either party to this Agreement has any claim, right or cause of action against the other 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 13.

(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 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 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 any judge of the United States District Court for the Middle District of Louisiana.

(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, should such remaining arbitrators so determine, any judge of the United States District Court for the Middle District of Louisiana shall select a replacement arbitrator. The procedure set forth in this Section for selecting the arbitrators shall be followed from time to time as necessary. As to any claim, controversy, dispute or disagreement that under the terms hereof is

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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 parties agree that any arbitration shall be kept confidential and any element of same (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitration panel, the parties, their counsel and any person necessary to the conduct of the arbitration, except as may be required in proceedings to compel or enforce arbitration proceedings hereunder, if any, or in order to satisfy disclosure obligations imposed by law or regulation or by any regulatory authority, including the United States Securities and Exchange Commission and any applicable stock exchange.

(d) The arbitral award may include an award of costs, including reasonable attorneys’ fees and disbursements. Absent such an award, each party shall be responsible in equal amounts for paying the cost of the arbitrators as well as the other costs of the arbitration, and each party shall be responsible for payment of the fees and expenses of its own counsel.

(e) Notwithstanding any other provisions of this Section 13, 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 13 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 13 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.

(f) Notwithstanding any other provisions of this Section 13, if the Company is seeking injunctive or other equitable relief from a dispute arising under or in connection with Sections 8 or 9, the arbitration requirements of this Section 13 shall not apply.

(g) 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.

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14. Miscellaneous Provisions

14.1 Amendment. No amendment, waiver, or modification of this Agreement or any provisions of this Agreement shall be valid unless in writing and duly executed by both parties.

14.2 Waiver. Any waiver by any party of any breach of any provision of this Agreement shall not be considered as or constitute a continuing waiver or waiver of any other breach of any provision of this Agreement.

14.3 Captions. Captions contained in this Agreement are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provisions of this Agreement.

14.4 Interpretation. Should any provision of this Agreement require judicial interpretation, the parties hereto agree that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party which itself or through its agent prepared the same.

14.5 Prior Agreements. This Agreement and the attachments hereto contain the entire understanding of the parties covering the subject matter hereof and supersedes and replaces all prior agreements, understandings, discussions and negotiations, whether written or oral, between the parties hereto dealing with the subject matter hereof.

14.6 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Louisiana. Subject to Section 13, the parties stipulate and agree that venue and jurisdiction for any controversies, disputes, or legal proceedings involving or arising out of this Agreement shall be proper in the Nineteenth Judicial District Court in the Parish of East Baton Rouge, State of Louisiana or the United States District Court for the Middle District of Louisiana.

14.7 Execution. It is the intention of the parties hereto that this Agreement will not be valid and binding upon the parties hereto until such time as this Agreement is executed by both parties in accordance herewith. This Agreement may be executed in counterparts.

14.8 Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of Bucey’s employment to the extent necessary to preserve the intended rights and obligations.

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14.9 Notices. Any notices required to be 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 and to Bucey 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 Bucey:	David R. Bucey, Esq.
	[REDACTED]

IN WITNESS WHEREOF, the parties have signed and executed this Agreement as of the day and year first written hereinabove.

AMEDISYS, INC.:		BUCEY
By:	/S/ Larry R. Graham	/S/ David R. Bucey
	Larry R. Graham	David R. Bucey, Esq.
	President and Chief Operating Officer

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Attachment 9.1.1

RESTRICTED AREA

Alabama Counties

Autauga	Baldwin	Barbour	Bibb	Blount	Bullock	Butler
Calhoun	Chambers	Cherokee	Chilton	Choctaw	Clarke	Clay
Cleburne	Coffee	Conecuh	Coosa	Covington	Crenshaw	Cullman
Dale	Dallas	DeKalb	Elmore	Escambia	Etowah	Fayette
Geneva	Greene	Hale	Henry	Houston	Jackson	Jefferson
Lamar	Lee	Limestone	Lowndes	Macon	Madison	Marengo
Marion	Marshall	Mobile	Monroe	Montgomery	Morgan	Perry
Pickens	Pike	Randolph	Russell	Shelby	St. Clair	Sumter
Talladega	Tallapoosa	Tuscaloosa	Walker	Washington	Wilcox	Winston
Arkansas Counties
Cleburne	Crawford	Faulkner	Franklin	Independence	Jackson	Johnson
Logan	Lonoke	Prairie	Sebastian	Washington	White	Woodruff
Arizona Counties
Maricopa	Penal
Florida Counties
Alachua	Baker	Bay	Bradford	Brevard	Broward	Calhoun
Charlotte	Citrus	Clay	Collier	Columbia	DeSoto	Dixie
Duval	Escambia	Flagler	Franklin	Gadsden	Gilchrist	Glades
Gulf	Hamilton	Hardee	Hendry	Hernando	Highlands	Hillsborough
Holmes	Indian River	Jackson	Jefferson	Lafayette	Lake	Lee
Leon	Levy	Liberty	Madison	Manatee	Marion	Martin
Miami-Dade	Nassau	Okaloosa	Okeechobee	Orange	Osceola	Palm Beach
Pasco	Pinellas	Polk	Putnam	Santa Rosa	Sarasota	Seminole
St. Johns	St. Lucie	Sumter	Suwannee	Taylor	Union	Volusia
Wakulla	Walton	Washington
Georgia Counties
Baldwin	Banks	Barrow	Bartow	Bibb	Butts	Carroll
Catoosa	Chattooga	Cherokee	Clarke	Clayton	Cobb	Columbia
Coweta	Crawford	Dade	Dawson	DeKalb	Douglas	Elbert
Fannin	Fayette	Floyd	Forsyth	Franklin	Fulton	Gilmer
Gordon	Greene	Gwinnett	Habersham	Hall	Hart	Heard
Henry	Jackson	Jasper	Jones	Lamar	Lowndes	Lumpkin
Madison	Meriwether	Monroe	Morgan	Murray	Muscogee	Newton
Oconee	Oglethorpe	Paulding	Pickens	Pike	Polk	Pulaski
Putnam	Rabun	Richmond	Rockdale	Schley	Spalding	Stephens
Taylor	Towns	Troup	Union	Upson	Walker	Walton
White	Whitfield	Wilkinson
Illinois Counties
Boone	Cook	DeKalb	DuPage	Edwards	Ford	Gallatin
Grundy	Hamilton	Hardin	Iroquois	Kankakee	Kane	Kendall
Lake	Lawrence	McHenry	Richland	Saline	Wabash	Wayne
White	Will

Attachment 9.1.1 – Page 1

Indiana Counties
Adams	Allen	Bartholomew	Blackford	Boone	Brown	Clark
Clay	Crawford	Davies	Dekalb	Delaware	Dubois	Elkhart
Floyd	Gibson	Grant	Greene	Hancock	Hamilton	Harrison
Hendricks	Henry	Jackson	Jasper	Jay	Jefferson	Jennings
Johnson	Knox	Kosciusko	LaGrange	Lake	LaPorte	Lawrence
Madison	Marion	Martin	Monroe	Morgan	Newton	Noble
Orange	Owen	Perry	Pike	Porter	Posey	Pulaski
Putman	Randolph	Scott	Shelby	Spencer	Starke	Steuben
Sullivan	Vanderburgh	Vigo	Wabash	Warrick	Washington	Wayne
Wells	Whitley
Kentucky Counties
Anderson	Bath	Boone	Bullitt	Campbell	Clark	Fayette
Henry	Jefferson	Jessamine	Kenton	Menifee	Montgomery	Oldham
Scott	Shelby	Spencer	Trimble	Woodford
Louisiana Parishes
Acadia	Allen	Ascension	Assumption	Avoyelles	Beauregard	Caldwell
Carroll	Catahoula	Claiborne	Concordia	E. Baton Rouge	East Bienville	East Feliciana
Evangeline	Franklin	Grant	Iberia	Iberville	Jackson	Jefferson
Jefferson Davis	Lafayette	Lafourche	LaSalle	Lincoln	Livingston	NE Winn
North LaSalle	North St. Martin	NW Madison	NW Tensas	Morehouse	Natchitoches	Orleans
Ouachita	Plaquemines	Point Coupee	Rapides	Richland	St. Bernard	St. Charles
St. Helena	St. James	St. John	St. John the Baptist		St. Landry	St. Martin
St. Mary	St. Tammany	Tangipahoa	Tensas	Terrebonne	Union	Vermillion
Vernon	Washington	W. Baton Rouge	West Carroll	West Feliciana
West Iberia	Winn
Maryland Counties
Anne Arundel	Baltimore	Baltimore City	Carroll	Harford	Howard	Prince George’s
Michigan Counties
Genessee	LaPeer	Livingston	McComb	Monroe	Oakland	St. Clair
Washtenaw	Wayne
Mississippi Counties
Claiborne	Copiah	Covington	Forrest	George	Hinds	Issaquena
Jackson	Jasper	Jefferson	Jefferson Davis	Jones	Hancock	Harrison
Lamar	Lawrence	Marion	Pearl River	Perry	Sharkey	Simpson
Smith	Stone	Walthall	Warren	Wayne	Yazoo
Missouri Counties
Barton	Christian	Crawford	Dade	Dallas	Franklin	Greene
Iron	Jasper	Jefferson	Lawrence	Madison	Newton	Polk
St. Charles	St. Francois	St. Louis	St. Louis (City)	Ste. Genevieve	Warren	Washington
Webster
North Carolina Counties
Alamance	Cabarrus	Caswell	Chatham	Cumberland	Davidson	Davie
Durham	Forsyth	Franklin	Granville	Guilford	Harnett	Hoke
Iredell	Johnston	Lee	Moore	Nash	Orange	Person
Randolph	Robeson	Rockingham	Rowan	Sampson	Stokes	Surry
Vance	Wake	Yadkin

Attachment 9.1.1 – Page 2

Ohio Counties
Butler	Champaign	Clark	Clermont	Clinton	Darke	Fayette
Franklin	Fulton	Greene	Hamilton	Logan	Lucas	Madison
Miami	Montgomery	Ottawa	Pickaway	Preble	Ross	Shelby
Union	Warren	Wood
Oklahoma Counties
Adair	Alfalfa	Atoka	Blaine	Bryan	Caddo	Canadian
Carter	Cherokee	Choctaw	Cleveland	Coal	Comanche	Cotton
Craig	Creek	Delaware	Garfield	Garvin	Grady	Grant
Haskell	Hughes	Jackson	Jefferson	Johnston	Kay	Kershaw
Kingfisher	Kiowa	Latimer	Leflore	Lincoln	Logan	Love
Major	Marshall	Mayes	McClain	McCurtain	McIntosh	Murray
Muskogee	Noble	Nowata	Okfuskee	Oklahoma	Okmulgee	Osage
Ottawa	Pawnee	Payne	Pittsburg	Pontotoc	Pottawatomie	Pushmataha
Rogers	Seminole	Sequoyah	Stephens	Tillman	Tulsa	Wagoner
Washington	Washita	Woods
Pennsylvania Counties
Lancaster
South Carolina Counties
Abbeville	Beaufort	Berkley	Calhoun	Charleston	Colleton	Dorchester
Edgefield	Fairfield	Georgetown	Greenville	Greenwood	Hampton	Horry
Jasper	Kershaw	Laurens	Lee	Lexington	Newberry	Orangeburg
Richland	Sumter	Williamsburg
Tennessee Counties
Anderson	Bedford	Benton	Bledsoe	Blount	Bradley	Campbell
Cannon	Carroll	Carter	Cheatham	Chester	Claiborne	Clay
Cocke	Coffee	Crockett	Cumberland	Davidson	Decatur	DeKalb
Dickson	Dyer	Fayette	Fentress	Franklin	Gibson	Giles
Grainger	Greene	Grundy	Hamblen	Hamilton	Hancock	Hardeman
Hardin	Hawkins	Haywood	Henderson	Henry	Hickman	Houston
Humphreys	Jackson	Jefferson	Johnson	Knox	Lauderdale	Lawrence
Lewis	Lincoln	Loudon	Macon	Madison	Marion	Marshall
Maury	McMinn	McNairy	Meigs	Monroe	Montgomery	Moore
Morgan	Obion	Overton	Pickett	Polk	Putnam	Rhea
Roane	Robertson	Rutherford	Scott	Sevier	Sequatchie	Shelby
Smith	Stewart	Sullivan	Sumner	Tipton	Trousdale	Unicoi
Union	Van Buren	Warren	Washington	Weakley	White	Williamson
Wilson
Texas Counties
Aransas	Atascosa	Bandera	Bee	Bexar	Brazoria	Brazos
Brooks	Calhoun	Chambers	Collin	Comal	Cooke	Dallas
Delta	Denton	DeWitt	Duval	Ellis	Fannin	Fort Bend
Galveston	Goliad	Gonzales	Grayson	Grimes	Guadalupe	Hardin
Harris	Henderson	Hill	Hood	Hopkins	Houston	Hunt
Jackson	Jasper	Jefferson	Jim Hogg	Jim Wells	Johnson	Karnes
Kaufman	Kendall	Kennedy	Kleberg	Lasalle	Lavaca	Leon
Liberty	Live Oak	Madison	McMullen	Medina	Montague	Montgomery
Newton	Nueces	Parker	Polk	Rains	Refugio	Rockwall
San Jacinto	San Patricio	Tarrant	Trinity	Van Zandt	Walker	Waller
Washington	Webb	Wharton	Wilson	Wise

Attachment 9.1.1 – Page 3

Virginia Counties
Albemarle	Alexandria	Alleghany	Amelia	Amherst	Appomattox	Arlington
Augusta	Bedford	Bedford City	Bland	Boutetourt	Brunswick	Buchanan
Buckingham	Buena Vista City	Bristol (City)	Campbell	Caroline	Carroll
Charles City	Charlotte	Charlottesville City		Chesapeake (City)		Chesterfield
Colonial Heights	Covington (City)	Craig	Culpepper	Cumberland	Danville (City)
Dickinson	Dinwiddie	Essex	Fairfax	Fairfax (City)	Falls Church	Fauquier
Fluvanna	Floyd	Franklin (City)	Fredericksburg City		Galax (City)	Giles
Gloucester	Goochland	Grayson	Greene	Greensville	Halifax	Hampton (City)
Hanover	Henrico	Henry	Hopewell	Isle of Wight	James City	King and Queen
King George	King William	Lee	Lexington	Loudoun	Louisa	Lunenburg
Lynchburg City	Madison	Manassas	Manassas Park	Martinsville (City)		Mathews
Mecklenburg	Montgomery	Nelson	New Kent	Newport News (City)		Norfolk
Norfolk (City)	Norton	Nottoway	Orange	Patrick	Petersburg (City)
Pittsylvania	Poquoson (City)	Portsmouth (City)		Powhatan	Prince Edward	Prince George
Prince William	Pulaski	Radford (City)	Richmond City	Roanoke	Rockbridge	Russell
Salem (City)	Scott	Smyth	Spotsylvania	Stafford	Staunton City	Suffolk (City)
Surry	Sussex	Tazewell	Virginia Beach (City)		Washington	Waynesboro City
Westmoreland	Williamsburg City		Wise	Wythe	York
West Virginia Counties
Boone	Cabell	Calhoun	Clay	Fayette	Greenbrier	Jackson
Kanawha	Lincoln	Mason	Monroe	Nicholas	Putnam	Raleigh
Roane	Summers

Attachment 9.1.1 – Page 4

Attachment 8.6:

HIPAA CONFIDENTIALITY AGREEMENT

See Next Page

- Remainder of Page Left Intentionally Blank -

CONFIDENTIALITY COVENANT

I acknowledge that I am aware of and understand the corporate policies of Amedisys regarding the security of personal health information including the policies and procedures relating to the use, collection, disclosure, storage, and destruction of protected health information.

In consideration of my employment or association with Amedisys and as an integral part of the terms and conditions of my employment or association, I hereby covenant, warrant, and agree that I shall not at any time, during my employment, contract, association, or appointment with Amedisys or after the cessation of such employment, contract, association, or appointment, access or use protected health information except as may be required in the course and scope of my duties and responsibilities and in accordance with applicable law and corporate and departmental policies governing the proper use and release of protected health information.

I fully understand and acknowledge that my obligations outlined hereinabove will continue even after the termination of my employment, contract, association, or appointment with Amedisys.

I also understand that the unauthorized use or disclosure of protected health information shall result in Company disciplinary action up to and including termination of my employment, contract, association, or appointment, the institution of legal action pursuant to applicable state or federal laws, and a report to my professional regulatory body.

I further acknowledge that by virtue of my employment, contract, association, or appointment with Amedisys, that I may be afforded access to Confidential Company Information concerning the business and practices of Amedisys, which shall specifically include, but shall not be limited to inventions and improvements, ideas, plans, processes, financial information, techniques, technology, trade secrets, patient lists, manuals, disease state management protocols, and/or other information developed, in the possession of, or acquired by or on behalf of Amedisys, which relates to or affects any aspect of Amedisys’ business and affairs (“Confidential Company Information”). I hereby agree that I will not use, disclose, or distribute Confidential Company Information and/or information derived therefrom except for the exclusive benefit of Amedisys.

I understand, acknowledge, and agree that nothing contained herein shall be deemed or regarded as an employment contract or any other guarantee of employment, and shall not otherwise alter or affect my status as an at-will employee (or where applicable, independent contractor) of the Company.

EXECUTED, this                      day of                     , 200    .

Signature Printed Name

Attachment 6.3

RELEASE

In exchange for certain termination payments, benefits and promises to which David R. Bucey (“Bucey”) would not otherwise be entitled, Bucey, 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 Bucey 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., 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.

Bucey acknowledges that he has had a period of twenty-one (21) days from the date of receipt of this Release to consider it, and 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 Bucey. Prior to the expiration of the seven-(7) day period, Bucey may revoke Bucey’s consent to this Release.

Bucey acknowledges by executing this Release that Bucey has returned to the Company all Company property in Bucey’s possession.

Bucey acknowledges that the terms of this Release and Bucey’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 Bucey’s immediate family or tax or legal advisors, neither Bucey nor Bucey’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.

BUCEY ACKNOWLEDGES HE FULLY UNDERSTANDS THE CONTENTS OF THIS RELEASE AND EXECUTES IT FREELY AND VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.

Signed:

Date:

EX-31.1

Exhibit 31.1

CERTIFICATION

I, William F. Borne, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, of Amedisys, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 27, 2009

/s/ William F. Borne

William F. Borne

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Dale E. Redman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, of Amedisys, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 27, 2009

/s/ Dale E. Redman

Dale E. Redman

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Amedisys, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2009 (the “Report”), I, William F. Borne, Chairman and Chief Executive Officer of the Company, hereby certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 27, 2009

/s/ William F. Borne

William F. Borne

Chairman and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Amedisys, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2009 (the “Report”), I, Dale E. Redman, Chief Financial Officer of the Company, hereby certify to my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 27, 2009

/s/ Dale E. Redman

Dale E. Redman

Chief Financial Officer