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EXHIBIT 10.8
EMPLOYMENT AGREEMENT
BETWEEN
AMEDISYS, INC.
AND
XXXXXXX X. XXXXX
January 1, 1999
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EMPLOYMENT AGREEMENT
BETWEEN
AMEDISYS, INC. AND XXXXXXX X. XXXXX
TABLE OF CONTENTS
SECTION PAGE
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1. RECITATIONS.......................................................................1
2. POSITION OF EMPLOYMENT............................................................1
2.4. Location of Employment............................................................2
2.5. Working Facilities................................................................2
3. TERM OF EMPLOYMENT................................................................2
3.1. Term of Employment................................................................2
3.2. Termination of Employment by the Company for Cause................................3
3.3. Termination Without Cause.........................................................3
3.4. Termination by BORNE..............................................................3
3.5. Termination by BORNE Upon Change of Control.......................................3
3.6. Automatic Extension...............................................................4
4. COMPENSATION......................................................................4
4.2. Cost of Living Increase...........................................................4
4.3. Stock Issuance....................................................................5
4.5. Tax Bonus Payments................................................................6
4.6. Automatic Stock Options...........................................................6
(a) Grant....................................................................6
(b) Vesting..................................................................6
4.7. Registration Rights...............................................................6
4.8. Stock Options.....................................................................7
4.9. Deferred Compensation.............................................................7
(a) Prior to a Change of Control.............................................7
(b) Following Change of Control..............................................7
(c) Deferred Compensation....................................................7
(d) Change of Control Deferred Compensation..................................8
(e) Liquidated Damages.......................................................8
4.10. Additional Benefits...............................................................8
(a) Vacation.................................................................8
(b) Automobile Expenses......................................................8
(c) Reimbursement of Expenses................................................8
(d) Participation in Employee Benefit Plans..................................9
(e) Life Insurance Benefits..................................................9
(f) Memberships..............................................................9
(g) Penalties................................................................9
(h) Tax Preparation.........................................................10
4.11. Equity Interest..................................................................10
4.12. Most Favored Status..............................................................10
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SECTION PAGE
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5. DISABILITY.....................................................................................10
5.1. Disability.....................................................................................10
5.2. Insurance......................................................................................11
5.3. Definition of Disability.......................................................................11
6. REPRESENTATION BY BORNE........................................................................11
7. CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION..............................................11
7.1. Confidentiality................................................................................11
7.2. Ownership of Information.......................................................................11
7.3. Material Breach................................................................................11
8. RESTRICTIVE COVENANT...........................................................................11
8.1. Restriction....................................................................................11
8.2. Solicitation of Business.......................................................................11
8.3. Solicitation of Employees......................................................................12
8.4. Material Violation.............................................................................12
8.5. Other Employment...............................................................................12
8.6. Default on Severance Payments..................................................................12
(a) Company Breach.......................................................................12
(b) BORNE Breach.........................................................................12
9. REMEDIES.......................................................................................12
11. INDEMNIFICATION................................................................................13
12. OUTPLACEMENT SERVICES..........................................................................13
13. SUCCESSORS AND ASSIGNS.........................................................................13
13.1. Successors.....................................................................................13
13.2. Assumption.....................................................................................13
13.3. Assignment.....................................................................................13
14. NOTICE.........................................................................................14
15. MISCELLANEOUS..................................................................................14
15.1. Amendment......................................................................................14
15.2. Binding Agreement..............................................................................14
15.3. Waiver.........................................................................................14
15.4. Captions.......................................................................................14
15.5. Attorneys' Fees................................................................................14
15.6. Governing Law..................................................................................15
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") entered into as of this
1st day of January, 1999 by and between AMEDISYS, INC., a Delaware corporation
(the "Company"), and XXXXXXX X. XXXXX ("BORNE").
RECITALS:
A. The Company owns or operates various health care service
companies and provides related services (the "Business");
B. BORNE is employed by the Company as its Chairman of the Board
and Chief Executive Officer;
C. The Company desires to continue to employ BORNE as
Chairman/Chief Executive Officer of the Business and BORNE desires to be
employed by the Company in such capacity;
X. XXXXX has substantial experience and expertise in the
operation of businesses and the Company has determined that it is in the best
interest of the Company to continue to employ BORNE and to utilize his expertise
and experience;
E. The Company believes that it is in the best interest of the
Company to assure BORNE of a secure minimum compensation and to diminish the
inevitable distraction of BORNE that may result in the event of the possibility,
threat or occurrence of a Change of Control (as defined below) by providing for
certain compensation arrangement upon a Change of Control or ownership by a
successor.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained in this Agreement, the parties agree as follows:
1. RECITATIONS. The above recitations are true and correct and
are incorporated herein by this reference.
2. POSITION OF EMPLOYMENT. The Company hereby employs BORNE as
Chairman/Chief Executive Officer of the Business commencing as of the
Commencement Date (as defined in Section 3.1 herein).
2.1. Performance of Duties. BORNE shall perform such
duties as are usually performed by a Chairman/Chief Executive Officer of a
business similar in size and scope as the Company and such other reasonable
additional duties as may be prescribed from time to time by the Company's board
of directors which are reasonable and consistent with the Company's operations,
taking into account BORNE's expertise and job responsibilities. This Agreement
shall survive any job title or responsibility change agreed to by BORNE. BORNE
shall report directly to the Board of Directors, or any committee thereof, of
the Company regarding implementation of all policy matters. All actions of BORNE
shall be subject and subordinate to the review and approval of the Board of
Directors. No other person or group shall be given authority to supervise or
direct BORNE in the performance of his duties. The Board of Directors shall be
the final and exclusive arbiter of all policy decisions relative to Company's
Business.
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2.2. Board Membership. During the term of this
Agreement, the Company shall use its best efforts to nominate and cause the
election of BORNE to the Company's Board of Directors and its Executive
Committee, if one is constituted. Except as may otherwise be provided or
prohibited in accordance with appropriate law, the Company shall use its best
efforts to amend its Article of Incorporation and Bylaws to provide that
directors may only be removed for cause by a vote of a majority of the shares of
voting stock of the Company then outstanding, if necessary. If BORNE is not
elected to the Board of Directors at any time during the term hereof, BORNE
shall be entitled to terminate this Agreement and receive the Deferred
Compensation as determined in Section 4.9 herein.
2.3. Devotion of Time. During the term of this
Agreement, BORNE agrees to devote sufficient time and attention during normal
business hours to the business and affairs of the Company to the extent
necessary to discharge the responsibilities assigned to BORNE and to use
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During this Agreement, it shall not be a violation of this
Agreement for BORNE to (i) serve on corporate, civic or charitable boards or
committees; (ii) deliver lectures, fulfill speaking engagements or teach at
educational institutions; or (iii) manage personal investments or companies in
which personal investments are made so long as such activities do not
significantly interfere with the performance of BORNE's responsibilities with
the Company and which companies are not in direct competition with the Company.
Any income received by BORNE outside the scope of his employment and permitted
pursuant to the provisions hereof, shall inure to the benefit of BORNE, and the
Company shall not claim any entitlement thereto. Without limiting the foregoing,
it is expressly understood and agreed that to the extent that any such
activities have been conducted by BORNE prior to the Commencement Date, the
continued conduct of such activities (or the conduct of activities similar in
nature and scope) subsequent to the Commencement Date shall not thereafter be
deemed to interfere with the performance of BORNE's responsibilities to the
Company.
2.4. Location of Employment. Unless otherwise agreed to
by BORNE, BORNE's principal place of employment shall be within fifteen (15)
miles of the Company's principal executive offices located at 0000 Xxxxx
Xxxxxxxx Xxxxxx Xxxxxxxxx. If BORNE agrees to any other relocation, the Company
shall (a) pay all out-of-pocket expenses incurred by BORNE in connection with
relocation; and (b) if requested by BORNE, purchase his residence at fair market
value as determined by a real estate appraiser, mutually agreeable by the
Company and BORNE. If agreement cannot be reached, each party may select one
appraiser and they shall agree on a third appraiser. The average of the three
appraisers shall become fair market value. All expenses incurred in connection
with the appraisers shall be paid by the Company. In addition, the Company will
lend BORNE the sum of $100,000 to be used solely for the purchase of a
residence, which loan shall accrue interest at the prime rate as published in
the Wall Street Journal and shall be payable in sixty equal installments of
principal, plus accrued interest. Such loan amount available as set forth herein
shall be increased as of January 1 of each year during the term hereof by the
same percentage increase as Base Salary in accordance with Section 4.2 herein.
2.5. Working Facilities. During the term of this
Agreement, the Company shall furnish, BORNE at his principal place of
employment, an office, furnishings, secretary and such other facilities
commensurate and suitable to his position and adequate for the performance of
his duties hereunder.
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3. TERM OF EMPLOYMENT.
3.1. Term of Employment. This Agreement shall begin as
of January 1, 1999 (the "Commencement Date") and end on December 31, 2003,
subject to extension or earlier termination as otherwise set forth in this
Agreement.
3.2. Termination of Employment by the Company for
Cause. The Company may terminate BORNE's employment if such termination is for
"Cause" (as defined herein) and Cause is not cured by BORNE within any
applicable cure period provided below. Such notice must set forth in reasonable
detail the facts underlying the claim of Cause. For the purposes of this
Agreement, "Cause" shall be defined as:
(a) a material default or breach by BORNE of any
of the provisions of this Agreement materially detrimental to the Company which
is not cured within thirty (30) days following written notice thereof;
(b) actions by BORNE constituting fraud,
embezzlement or dishonesty which result in a conviction of a criminal offense
not overturned on appeal;
(c) intentionally furnishing materially false,
misleading, or omissive information to the Company's Board of Directors or any
committee thereof, that is materially detrimental to the Company;
(d) actions constituting a breach of the
confidentiality of the Business and/or trade secrets of the Company which is
materially detrimental to the Company;
(e) willful failure to follow reasonable and
lawful directives of the Company's Board of Directors, which are consistent with
BORNE's job responsibilities and performance which is not cured within thirty
(30) days following written notice thereof.
Upon termination for Cause, BORNE will immediately cease to have any power of
his position, but shall nevertheless be given a reasonable opportunity to access
his office for the purpose of retrieving his personal items and files. If any
conviction pursuant to Section 3.2(b) above is overturned on appeal, BORNE will
be deemed to have been terminated without Cause as of the effective date of his
earlier termination.
3.3. Termination Without Cause. The Company shall have
the right to terminate this Agreement without Cause on ninety (90) days written
notice, subject to payment by the Company of the Deferred Compensation described
in Section 4.9 herein. In such event, BORNE will cease to have any power of his
office as of the effective date of the termination, but he will still have the
use of his office and secretarial support for forty-five (45) days thereafter.
3.4. Termination by BORNE. BORNE may terminate this
Agreement upon thirty (30) days written notice after the occurrence of a
material default of this Agreement by the Company, which default is not cured
within the thirty-day notice period. Such notice shall set forth in reasonable
detail the facts underlying the default. If BORNE terminates this Agreement
under this Section 3.4, BORNE shall be entitled to the Deferred Compensation as
described in Section 4.9 herein.
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3.5. Termination by BORNE Upon Change of Control. BORNE
may terminate this Agreement upon thirty (30) days written notice at any time
within eighteen (18) months following the occurrence of a "Change of Control."
Upon such termination BORNE shall be entitled to the Deferred Compensation
described in Section 4.9 herein. Change of Control is defined for the purposes
of this Agreement as any of the following acts:
(a) The acquisition by any person, entity or
"group" within the mean of Section 13(d) or 14(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of thirty (30%) percent or more of
either the then outstanding shares of the Company's common stock or the combined
voting power of the Company's then outstanding voting securities entitled to
vote generally in the election of directors, provided, however, the purchase by
underwriters in a firm commitment public offering of the Company's securities
shall not constitute a Change of Control; or
(b) If the individuals who serve on the Company
Board of Directors as of the Commencement Date (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of Directors;
provided, however, any person who becomes a director subsequent to the
Commencement Date, whose election or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of the directors then
compiling the Incumbent Board, shall for purposes of this Agreement be
considered as if such person was a member of the Incumbent Board; or
(c) Approval by the Company's stockholders of:
(i) a merger, reorganization or consolidation whereby the Company's shareholders
immediately prior to such approval do not, immediately after consummation of
such reorganization, merger or consolidation own more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
surviving entity's then outstanding voting securities; or (ii) liquidation or
dissolution of the Company; or (iii) the sale of all or substantially all of the
assets of the Company.
3.6. Automatic Extension. This Agreement shall be
automatically extended for periods equal to the initial term at the end of the
initial and each extended term thereafter, unless either party provides written
notice of termination to the other party at least six (6) months prior to the
expiration of the initial or such extended term, respectively. In the event the
Company terminates this Agreement or fails to renew this Agreement or does not
permit the automatic extension to occur at the end of any term hereof, BORNE
shall be entitled to receive his Deferred Compensation under Section 4.9 hereof.
4. COMPENSATION.
4.1. Salary. In consideration for the services to be
provided by BORNE pursuant to this Agreement, Company shall pay to BORNE a base
salary at the following annual rate (the "Base Salary"): $250,000 and increasing
in accordance with Section 4.2 below on January 1 of each year thereafter.
Notwithstanding anything herein to the contrary, the Company shall have the
discretion at any time and from time to time to increase the Base Salary. The
Base Salary, if so increased, shall not thereafter be decreased for any reason.
Base Salary shall be payable in installments consistent with the Company's
normal payroll schedule in effect from time to time, subject to applicable
withholding and other taxes.
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4.2. Cost of Living Increase. Commencing January 1,
2000, BORNE's Base Salary shall be automatically increased on January 1 of each
year during the term hereof (the "Yearly Cash Increase") by the greater of: (i)
six (6%) percent; (ii) the percentage increase, if any, of the consumer price
index for Urban Wage Earning and Clerical Workers (Greater Metropolitan Baton
Rouge Area, all items) issued by the Bureau of Labor Statistics of the U.S.
Department of Labor using the year 1967 as a base of 100 (the "Index"); or (iii)
$25,000. In the event the Index ceases to be published during the term of this
Agreement or any extension thereof, the parties shall use a mutually acceptable
comparable statistical index on the cost of living in the United States as shall
then be computed and published by an agency of the United States. The Company's
Board of Directors shall have the discretion to grant Yearly Cash Increases of
Base Salary in excess of the amount provided herein. The automatic increase
based on the greater of the percentage described above or changes in the
consumer price index is called for purposes of this Agreement a "COLA
Adjustment".
4.3. Stock Issuance. On January 1, 1999 and January 1 of
each year thereafter, the Company shall cause to be issued to BORNE, that number
of shares of Company common stock ("Yearly Stock Increase") which have a Market
Value equal to fifty (50%) percent of the Yearly Cash Increase. The Market Value
of each such Yearly Stock Increase shall be cumulative, and added to Base
Salary. Each year thereafter common stock which represents an accumulation of
all previous Yearly Stock Increases shall be issued by the Company to BORNE for
that portion of Base Salary on the first business day of each year. Market Value
of the Company's common stock issued in connection with Yearly Stock Increases
shall be calculated based upon the average closing price per share for the five
(5) trading days before such date, excluding any trades where are not bona fide,
arms length transactions, on the principal stock exchange on which such common
stock is then listed or admitted to trading or if no sale of such common stock
takes place during such five (5) day trading period on such exchange, the
average closing bid and asked price of such common stock as officially reported
on such exchange for such five (5) preceding trading days or if the common stock
is not listed or admitted for trading on any stock exchange, the lowest closing
sales price of Company's common stock as quoted on the National Market System of
the National Association of Securities Dealers Automated Quotation System
("NMS/NASDAQ") for the five (5) preceding trading days prior to issuance, or if
not traded on the NMS/NASDAQ, the lowest average last bid and asked price for
such common stock on the five preceding trading days in the over-the-counter
market as reported on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ") or if the common stock is not then included in
NASDAQ, as furnished by the National Quotation Bureau or such other firm engaged
in such similar business. If the common stock is not traded publicly, then the
Market Value shall be the gross proceeds per share the Company received from the
average of the last five (5) separate sales of its Common Stock prior to the
issuance to BORNE. If no public market or if the Company were private and a
dispute arises, the business will be valued by independent appraiser(s) similar
to the real estate appraisal format as authorized in Section 2.4. If in any
year, any Yearly Stock Increase issuance herein might cause BORNE to violate
Section 16(b) of the Securities Xxxxxxxx Xxx 0000, as amended, the Yearly Stock
Increase shall be delayed until six (6) months and one day after BORNE's last
sale of Company securities, and Market Value shall be calculated based on the
sale price at the time of issuance. The Yearly Cash Increase will not be delayed
in any event. All shares of common stock so received shall be "restricted
securities" as that term is defined under the Securities Act of 1933, as amended
(the "Act") and the rules and regulations promulgated thereunder. BORNE hereby
represents that any such shares of common stock will be acquired for investment
purposes and not with a view to any resale, redistributions except in accordance
with the Act.
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4.4. Bonus. At the end of each fiscal year of the
Company during the term hereof, the Company shall pay to BORNE a bonus equal to
100% of his Base Salary in effect at the time the bonus is paid, if the Company
attains or exceeds the operating income (loss) as presented in the budget
approved by the Company's Board of Directors for that fiscal year. For the
purpose of this Section 4.4 operating income shall be before taxes, interest and
amortization and depreciation expense (EBITDA), as determined in generally
accepted accounting principles. The bonus, if any, shall be paid in cash within
120 days after the Company's fiscal year end. Operating Income as shown on the
Company's consolidated financial statements audited by the independent certified
public accountants engaged to audit the financial statements shall be conclusive
proof of operating income for that year. Prior to the commencement of each
fiscal year, the Board of Directors shall consider and approve a budget
containing a proposed operating income (loss) for that fiscal year as determined
by the Board of Directors in its sole discretion. In all cases, operating income
(loss) in the budget shall be determined after an accrual for all bonuses which
may be payable to the Company's officers and employees is recorded for that
fiscal year. Notwithstanding anything herein to the contrary, the Board of
Directors may pay a bonus in excess of the amount earned pursuant to this
Section 4.4 herein.
4.5. Tax Bonus Payments. In any year in which the
Company issues a Yearly Stock Increase, stock grants or stock options is paid to
BORNE, the Company shall, concurrently therewith, pay to BORNE an additional
cash bonus sufficient for BORNE to pay any Federal and state income tax incurred
as a result of the receipt of the Yearly Stock Increase, stock grants or stock
options. Such additional cash bonus shall include sufficient cash to cover any
taxes incurred on the additional cash bonus paid pursuant to this Section 4.5.
4.6. Automatic Stock Options.
(a) Grant. On January 1 of each year during the
term hereof, the Company shall cause to be granted to BORNE, pursuant to a stock
option plan duly adopted by the Company or otherwise, options to purchase such
number of shares of common stock equal to the greater of: (i) one and one-half
(1 1/2%) percent of the number of shares of Company common stock issued by the
Company during the preceding fiscal year; or (ii) 30,000 shares. Notwithstanding
anything herein to the contrary, BORNE shall not be entitled to the grant of
options during the Deferred Compensation Period (as defined in Section 4.9(b)
herein).
(b) Vesting. All such options granted pursuant
to this Section 4.6 shall vest in BORNE 100% at the time of grant, shall be
exercisable in whole or in part immediately and shall have a term of ten (10)
years from the date of grant. The exercise price of such options shall be the
average Market Value of the underlying Common Stock for the five (5) previous
trading days, as determined in accordance with the provisions of Section 4.3
herein. To the extent that such options are incentive stock options pursuant to
Section 422A of the Internal Revenue Code of 1986, as amended, such incentive
stock options shall terminate ninety (90) days following termination of BORNE's
employment. All non-incentive stock options shall terminate one (1) year
following termination of BORNE's employment. All such other terms of the options
granted hereunder shall have terms substantially similar to the terms of such
options granted to BORNE pursuant to that certain Stock Option Agreement by and
between the Company and BORNE of even date herewith.
4.7. Registration Rights. If, at any time after the
issuance of any common stock pursuant to this Agreement, the Company files a
registration statement registering its common stock with the SEC under the Act
(an "Offering") on any form (other than on a registration
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statement on Form S-4 or S-8, or any successor form), the Company will give
written notice to BORNE at least thirty (30) days prior to the filing of a
registration statement of its intention to file same. If BORNE notifies the
Company within twenty (20) days of receipt of such notice that he desires to
include any common stock he then owns in such proposed registration statement,
the Company will afford BORNE the opportunity to include same. The Company shall
pay all costs and expenses associated with the registration statement, exclusive
of any fees and expenses of counsel retained by BORNE or discounts and
commissions incurred by BORNE in connection with the sale thereof. However, the
Company will not be required to include any shares of common stock owned by
BORNE if the Offering is an underwritten public offering, and (i) BORNE does not
agree to sell his common stock on the same terms and conditions as to which
other common stock is being sold in the Offering by the Company, (ii) the
managing underwriter determines and advises the Company in writing that the
inclusion of such shares of common stock owned by BORNE would jeopardize the
success of the Offering, and (iii) in each case, all shares of Common Stock
owned by BORNE which are not included in the Offering will be withheld from the
market for no longer than three (3) months after the effective date of the
registration statement.
4.8. Stock Options. In addition to any options granted
pursuant to Section 4.6 herein, in the event that the Company adopts a stock
option plan, BORNE shall be eligible to receive grants of stock options under
such plan in such amount as determined by the Board of Directors or any
committee thereof. All Options granted to BORNE shall have a term of ten (10)
years or such lesser term as determined by the specific stock option plan under
which Options are granted. All Options so granted shall vest thirty-three and
one-third percent (33 1/3%) as of the date of grant and thirty-three and
one-third percent (33 1/3%) at the end of each year thereafter, so long as BORNE
remains employed by Company and shall continue to vest during any Deferred
Compensation Period. Vesting of Options shall immediately accelerate upon a
Change of Control as defined in Section 3.5 herein. BORNE shall have the right
to exercise vested incentive stock options for up to ninety (90) days after
termination of the Deferred Compensation Period and non-statutory stock options
for up to twelve (12) months after termination of the Deferred Compensation
Period. All other terms of the Options shall be subject to and determined by the
stock option plan. The parties acknowledge that they intend to incorporate a
reload feature in any plan so adopted by the Company.
4.9. Deferred Compensation.
(a) When Due. BORNE (or his estate as the case
may be) shall be entitled to the Deferred Compensation as calculated below, to
be paid within thirty (30) days after the event giving rise to the payout in the
event that BORNE's employment is terminated for any of the following reasons
herein: (i) death of BORNE; (ii) termination by the Company without cause
pursuant to Section 3.3; (iii) termination by BORNE upon default by the Company
pursuant to Section 3.4; (iv) termination by BORNE after a Change of Control
pursuant to Section 3.5; (v) termination by the Company pursuant to automatic
extension as authorized in Section 3.6; (vi) termination by BORNE in accordance
with Section 2.2 herein; or (vii) termination by the Company pursuant to Section
5.1.
(b) Amount. The Deferred Compensation shall be
the amount ("Base Deferred Compensation") which is calculated as the greater of
(i) the Base Salary payments BORNE would have received had his employment
continued for the remaining term of this Agreement (including Yearly Cash
Increases); or (ii) an amount equal to one month's Base Salary for each $10,000
of total Compensation (as hereinafter defined) BORNE received in either (A) the
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highest of the last five (5) fiscal years of this Agreement or (B) an amount
equal to 150% of the total Base Salary (including Yearly Stock Increases) for
the previous fiscal year, whichever is greater. For the purpose of this
Agreement, "Compensation" shall be defined as all salary, bonuses, stock,
benefits and personal perquisites, whether in cash or property which was paid,
payable or given to BORNE and which would be includable in the definition of
compensation pursuant to Item 402 of Regulation S-K as promulgated by the
Securities and Exchange Commission. If BORNE received a bonus which was paid in
the next fiscal year but was otherwise earned for performance in the prior
fiscal year, the bonus shall be included in Compensation for the year in which
earned. In addition to the Base Deferred Compensation, BORNE shall be entitled
to the following (which, together with the Base Deferred Compensation shall be
collectively called the "Deferred Compensation") all of the benefits and
personal perquisites otherwise provided in this Agreement (including but not
limited to all automobile expenses, health and life insurance premiums and
benefits, stock grants and options) during that period of time which is the
greater of (A) the remaining term of this Agreement, or (B) the number of months
calculated by dividing $10,000 into the total Compensation as determined above
(the "Deferred Compensation Period").
(c) Liquidated Damages. The Deferred
Compensation herein shall be deemed liquidated damages resulting from the
termination of this Agreement and shall be BORNE's sole and exclusive remedy for
any such termination. Deferred Compensation shall not be diminished or offset by
reason of any earnings by BORNE subsequent to the date of termination.
4.10. Additional Benefits.
(a) Vacation. BORNE shall be entitled to a
minimum of five (5) weeks paid vacation during each twelve-month period during
the term of this Agreement. In addition, BORNE shall be entitled to paid time
off for the same holidays as other employees of the Company as established by
the Company's Board of Directors.
(b) Automobile Expenses. During the term of this
Agreement and during any Deferred Compensation Period thereafter, the Company
shall provide BORNE with the full and exclusive use of an automobile equivalent
to the automobile used by President as of the Commencement Date or the Company
shall provide BORNE with an equivalent automobile allowance at the sole
discretion of BORNE. The Company shall also pay all maintenance, insurance, and
gasoline expenses incidental to such automobile whether or not business related.
BORNE shall have the right to receive a new automobile every three years. In
addition to the new automobile, BORNE may purchase the old automobile or assume
the lease payments at the end of each three (3) year period or in the event of
termination for any reason, at the end of the Deferral Period. The purchase
price shall be the lower of the wholesale blue book value or the auction black
book value.
(c) Reimbursement of Expenses. BORNE is
authorized to incur reasonable traveling and other expenses in connection with
the Business and in performance of his duties under this Agreement. BORNE shall
be reimbursed by the Company for all Business expenses which are reasonably
incurred by BORNE. All reimbursable travel expenses shall be in accordance with
mutually agreeable and reasonable policy, except that BORNE shall at all times
be entitled to travel business or first class.
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(d) Participation in Employee Benefit Plans.
BORNE shall be entitled to participate, subject to eligibility and other terms
generally established by the Company's Board of Directors, in any employee
benefit plan (including but not limited to life insurance plans, stock option
plans, group hospitalization, health, dental care, (which health insurance shall
also cover BORNE's dependents) profit sharing and pension, and other benefit
plans), as may be adopted or amended by the Company from time to time. BORNE's
participation in such employee benefit plans shall continue during the Deferred
Compensation Period. In addition to any health insurance maintained by the
Company, the Company shall reimburse BORNE for all out-of-pocket health related
expenses incurred by BORNE whether or not covered by any insurance policy
maintained by the Company for the benefit of BORNE. Health related expenses
include medical bills, diagnostic testing, physician charges, pharmaceuticals,
laboratory charges, eye care expenses, (including office visits and eye glass
prescriptions and contact lenses) surgical costs and expenses, nursing services,
and hospital charges of all kinds. The Company shall not make any changes in any
employee benefit plans or arrangements now in effect or hereafter adopted in
which BORNE now or hereafter may participate, which would adversely affect
BORNE's rights or benefits thereunder, unless the change is approved in advance
by BORNE.
(e) Life Insurance Benefits. The Company shall
pay the premium directly, or shall reimburse BORNE in his discretion, on a
"whole life" insurance policy on the life of BORNE with a face value to be
determined in the sole discretion of BORNE, which premium shall not exceed
$25,000 per year, increased in each year by the greater of (i) six (6%) percent
or (ii) the percentage increase in the Index. Such obligation to pay the premium
shall continue during the term hereof and any Deferred Compensation Period. The
amount of the premium shall be adjusted on January 1 of each year by the same
percentage increase as Base Salary in accordance with Section 4.2 herein. BORNE
shall have the right to designate the beneficiaries of such policies and shall
be the owner thereof. Company shall pay all premiums on such life insurance at
least five (5) days before the end of any grace period, and on demand provide
BORNE due proof of such pay ment. The insurance companies issuing such policies
shall be authorized to give BORNE, upon his request, any information regarding
the status of any such policy. Any dividend declared upon such policy shall be
applied to the premium. The Company issuing the insurance must be at least "AA"
in the "Best" ratings and be duly licensed to issue such policies.
(f) Memberships. During the term of this
Agreement and any Deferred Compensation Period, the Company shall pay all
initial membership fees and monthly dues on behalf of BORNE for BORNE's
membership in one country club (at a fee not to exceed $15,000 per year,
including any initiation fee and annual dues, increased by the greater of (i)
six (6%) percent or (ii) the percentage increase in the Index), two (2) business
luncheon clubs, airline clubs, and one personal credit card all at BORNE's
selection and sole discretion. BORNE shall pay all expenses for such club use
that is not otherwise reimbursable as a Company Business expense.
(g) Penalties. In the event the U.S. Internal
Revenue Service or any other federal, state or local governmental authority, due
to any change in tax laws or regulations shall impose a penalty or charge for
anything connected with this Agreement (except for Base Salary and bonuses), the
Company will pay to BORNE a "grossed up" amount which will allow BORNE a net
cash payment sufficient to satisfy such penalty or charge. The Company and BORNE
will then mutually agree on alternative benefits that will not cause BORNE any
financial disadvantage. It is the express intent of this Agreement that BORNE
not bear any additional cost or lose any benefits as a result of this Agreement
due to any change in the tax laws or regulations.
-9-
13
(h) Tax Preparation. The Company will reimburse
BORNE for the cost of tax and financial preparation and planning, including
services that may be requested by BORNE from time to time pertaining to this
Agreement, which shall be limited to $1,500 per year, increased by the greater
of (i) six (6%) percent or (ii) the percentage increase in the Index.
(i) Additional Benefits. BORNE shall receive any
such additional benefits that any other executive officer may receive during the
term of this Agreement at the reasonable discretion of the board of directors.
4.11. Equity Interest. BORNE shall receive a one percent
(1%) equity ownership interest (the "Interest") in each business combination
regardless of whether AMEDISYS is a 100% owner, sponsored by the Company and its
Affiliates (an "Affiliate" is any person controlling, under common control with
or controlled by the Company) to own, lease or operate health care services
("Business Combination") which either opens for business, or as to which the
funds necessary to open for business are raised, during the term of this
Agreement. The Interest shall entitle BORNE to compensation in an amount equal
to distributions of operating profits made by each of the Business Combinations
to which a one (1%) percent owner is entitled. Such distributions shall be paid
to BORNE at the same time that distributions are made to the other partners or
shareholders of the Business Combination. The Interest is permanent and BORNE
shall receive such distributions whether or not he is then still employed by the
Company and in the event of his death, BORNE's estate or his designated heirs
shall receive such distributions.
4.12. Most Favored Status. The Company and BORNE intend
that BORNE receive the benefit of any new or additional compensation programs
developed by the Company hereafter. Accordingly, at such times as the Board of
Directors approves any new or additional compensations concepts or programs for
any officer of the Company (other than compensation based on sales or other
commissions), than such new or additional concept or program shall also apply to
BORNE and this Agreement shall be amended by the Company and BORNE upon demand
by BORNE to incorporate such new or additional concept or program.
5. DISABILITY.
5.1. Disability. In the event that BORNE shall become
mentally or physically Disabled (as hereinafter defined) so as to be unable to
fully perform his duties herein, BORNE shall continue to receive his monthly
Base Salary as then in effect for each of the first six (6) months or any part
thereof of any continuous Disability, less any amounts received by him under any
disability insurance paid for by Company. If upon the expiration of six (6)
months of continuous Disability, BORNE remains incapacitated (hereinafter
"Permanent Disability"), the Company shall have the right to immediately
terminate this Agreement. Upon termination, BORNE shall continue to receive his
monthly Base Salary for an additional six (6) month period and thereafter BORNE
shall receive the Deferred Compensation as provided in Section 4.9 herein,
reduced by any amounts received by him under any disability insurance paid for
by Company. Thereafter, BORNE will only be entitled to receive disability
insurance proceeds for the term of such disability. The amount of disability
payments will be the maximum amount allowed by law, but in any event, the
Company shall insure that BORNE's net income will be at least seventy-five (75%)
percent of his highest compensation for the last five (5) years, in accordance
with Section 4.9(b). BORNE may at his sole discretion carry the policy in his
name, and the Company shall pay all premiums connected with the policy for life,
or long- and short-term disability.
-10-
14
5.2. Insurance. The Company shall reimburse BORNE for
the premiums of all insurance policies covering the long and short-term
disability of BORNE during the term hereof.
5.3. Definition of Disability. Disability for the
purposes of this Section 5 shall mean the inability of BORNE to perform his
duties as described herein.
6. REPRESENTATION BY BORNE. BORNE hereby represents to the
Company that he is physically and mentally capable of performing his duties
hereunder and he has no knowledge of any present or past physical or mental
condition which would cause him not to be able to perform his duties hereunder.
7. CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION.
7.1. Confidentiality. BORNE shall not, during the term
of this Agreement or at any time thereafter, divulge, furnish or make accessible
to anyone, without the Company's prior written consent, any knowledge or
information with respect to any confidential or secret aspect of the Business
which if disclosed could reasonably be expected to have a material adverse
affect on the Business, taken as a whole ("Confidential Information").
7.2. Ownership of Information. BORNE recognizes that all
Confidential Information and copies or reproductions thereof, relating to the
Company's operations and activities made or received by BORNE in the course of
his employment are the exclusive property of the Company and BORNE holds and
uses same as trustee for the Company and subject to the Company's sole control
and 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, which if lost or used by BORNE outside the scope of his employment,
could cause irreparable and continuing injury to the Company's Business for
which there may not be an adequate remedy at law.
7.3. Material Breach. Any material breach of the terms
of this paragraph by BORNE shall be deemed a material breach of this Agreement.
BORNE acknowledges that compliance with the provisions of this Section 7 is
necessary to protect the goodwill and other proprietary interests of the Company
and is a material condition of employment.
8. RESTRICTIVE COVENANT. As an inducement to cause the Company to
enter into this Agreement, BORNE covenants and agrees that during his employment
and, for a period of twenty-four (24) months after he ceases to be employed by
Company, regardless of the manner or cause of termination, except as limited in
Section 8.6 below:
8.1. Restriction. He will not be an employee, agent,
director, stockholder or owner (except of not more than a 5% interest in the
voting securities of any publicly traded entity), partner, consultant, financial
backer, creditor or be otherwise directly or indirectly connected with or
participate in the management, operation or control of any Business, firm,
proprietorship, corporation, partnership, association, entity or venture
primarily engaged in a similar business as the Business (a "Competing Business")
within thirty (30) miles of any office or center of the Company or any of its
subsidiaries existing at the termination of this Agreement.
8.2. Solicitation of Business. He will not initiate any
contact with, call upon, solicit Business from, sell or render services to any
patient of the Company with respect to a Competing Business within the
Restricted Area or purchase from any supplier or potential supplier
-11-
15
any medical materials for same and BORNE shall not directly or indirectly aid or
assist any other person, firm or corporation to do any of the aforesaid acts.
8.3. Solicitation of Employees. He will not directly or
indirectly, as principal, agent, owner, partner, stockholder, officer, director,
employee, independent contractor or consultant of any Competing Business within
the Restricted Area or in any individual or representative capacity solicit,
directly or indirectly cause others to solicit the employment of any officer,
sales person, agent, or other employee of the Company who has a base
compensation rate of $60,000 or more (adjusted annually by the greater of (i)
six percent (6%) or (ii) the cost of living as determined in accordance with
Section 4.2 herein), for the purpose of causing said officer, sales person,
agent or other BORNE to terminate employment with the Company and be employed by
such Competing Business.
8.4. Material Violation. A proven material violation of
this Section 8 shall constitute a material and substantial breach of this
Agreement and shall result in the imposition of the Company's remedies contained
in Section 9 herein. BORNE acknowledges and agrees that proof of more than one
such personal solicitation by BORNE, after due notice of the first alleged
violation, of a patient, supplier or employee, shall constitute absolute and
conclusive evidence that BORNE has substantially and materially breached the
provisions of this Agreement.
8.5. Other Employment. It is understood by and between
the parties that the foregoing covenants set forth in Sections 7 and 9 are
essential elements of this Agreement, and that, but for the agreement of BORNE
to comply with such covenants, the Company would not have entered into this
Agreement. Such covenants by BORNE shall be construed as agreements independent
of any other provision of this Agreement and the existence of any claim or cause
of action BORNE may have against the Company whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by
Company of these covenants.
8.6. Default on Severance Payments.
(a) Company Breach. If the Company breaches any
requirement of Section 4.9 herein, in addition to any other remedy to which
BORNE may be entitled, Company shall not be entitled to enforce the provisions
of this Section 8. The provisions of the Section 8 shall not be re-imposed
notwithstanding reinstatement of any benefits contained in Section 4.9.
(b) BORNE Breach. If BORNE breaches any
requirement of Section 8 herein, in addition to any other remedy to which the
Company may be entitled, all of BORNE's rights to receive any portion of his
Deferred Compensation not already paid to him shall terminate. The right to
receive unpaid Deferred Compensation will not be reinstated notwithstanding any
cessation by BORNE of his breach of Section 8.
(c) Inapplicability of Restrictions. In the
event that this Agreement is terminated due to a material breach by Company of
its obligations, the restrictions contained in Section 8 shall not be applicable
to BORNE.
9. REMEDIES. BORNE hereby acknowledges, covenants and agrees
that in the event of a material default or breach under this Agreement:
-12-
16
9.1. Company may suffer irreparable and continuing
damages as a result of such breach and its remedy at law will be inadequate.
BORNE agrees that in the event of a violation or breach of this Agreement, in
addition to any other remedies available to it, Company shall be entitled to an
injunction restraining any such default or any other appropriate decree of
specific performance, with the requirement to prove actual damages or to post
any bond or any other security and to any other equitable relief the court deems
proper; and
9.2. Any and all of Company's remedies described in this
Agreement shall not be exclusive and shall be in addition to any other remedies
which Company may have at law or in equity including, but not limited to, the
right to monetary damages.
10. SEVERABILITY. 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. In the event that one or more of the words,
phrases, sentences, clauses, sections, subdivisions, subparagraphs, or articles
are determined to be unenforceable and if such invalidity shall be caused by the
length of any period of time or the size of any area set forth in any part
hereof, such period of time or such area, or both, shall be considered to be
reduced to a period or area which would cure such invalidity.
11. INDEMNIFICATION. Company agrees to indemnify BORNE for any
and all liabilities to which he may be subject as a result of his service to the
Company as an officer, director, or agent or of any other enterprise in which he
serves at the request of the Company, or otherwise as a result of his employment
hereunder, including all expenses, including legal fees and costs of counsel of
BORNE's choice, incurred as a result of any proceedings brought or threatened
against BORNE, to the fullest extent permitted by law. Counsel's fees, to the
fullest extent permitted by law, shall be paid by the Company in advance of any
final disposition of a proceeding upon receipt of an undertaking by BORNE that
he will repay such fees if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to indemnification.
12. OUTPLACEMENT SERVICES. In the event the Company terminates
this Agreement for any reason, the Company shall pay the cost of BORNE's
executive outplacement services at a location and by a company chosen by BORNE.
The fees will be the then current fees charged for displaced senior executives
at an established outplacement firm. The Company's obligation in this Section 12
shall be limited to fifteen (15%) percent of BORNE's Base Salary at the time of
termination.
13. SUCCESSORS AND ASSIGNS.
13.1. Successors. This Agreement shall be binding upon
the parties hereto and their successors and assigns. For purposes of this
Agreement, the term "successor" of Company shall include any person or entity,
whether direct or indirect, whether by purchase, merger, consolidation,
operation of law, assignment, or otherwise acquires or controls: (i) all or
substantially all of the assets of Company; (ii) thirty (30%) percent or more of
the total voting capital stock, and was not affiliated with or in common control
of Company as of the Commencement Date; or (iii) any other Business combination
with or without the consent of Company's shareholders.
-13-
17
13.2. Assumption. Subject to the provisions of Section
3.5 herein, the Company shall require any successor of the Company, by an
agreement in form and substance satisfactory to BORNE, to expressly assume and
agree to be bound by the terms of this Agreement in the same manner and to the
same extent that the Company would be required to perform if no succession had
occurred. Company shall be in material breach of this Agreement if any such
successor fails to expressly assume or otherwise agree to guaranty performance
of this Agreement to the extent Company was obligated prior to any succession.
13.3. Assignment. Except as expressly stated in Section
13.1 above, this Agreement shall be non-assignable by either Company or BORNE
without the written consent of the other party, it being understood that the
obligations and performance of this Agreement are personal in nature.
14. NOTICE. Any notices or other communications to any party
pursuant to or relating to this Agreement must be in writing and shall be deemed
to have been given or delivered when (i) hand-delivered, (ii) mailed through the
U.S. Postal Service via certified mail, return receipt requested, postage
prepaid, or (iii) through a nationally recognized overnight courier, or (iv) via
facsimile, to the party at their addresses below:
Company: AMEDISYS, INC.
0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxx,
Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxxx 00000
Telephone: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx, Chief
Legal Counsel
with a copy to: Xxxxxx X. Xxxxxx, III
Xxxxxxxxx, Sachse & Xxxxxx, LLP
23rd Floor, One American Place
X.X. Xxx 0000
Xxxxx Xxxxx, Xxxxxxxxx 00000-0000
Telephone: (000) 000-0000
BORNE: XXXXXXX X. XXXXX
3029 South Xxxxxxxx Xxxxxx Xxxxxxxxx,
Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxxx 00000
Telephone: (000) 000-0000
or such other address given by such party to the other party at any time
hereafter. Any party hereto may, at any time during the term of this Agreement,
notify the other party as to the names and address to whom copies of any notice
required in this Agreement should be sent.
15. MISCELLANEOUS.
15.1. 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.
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18
15.2. Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective heirs, legal
representatives, successors and assigns.
15.3. 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.
15.4. 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.
15.5. Attorneys' Fees. In the event of any litigation
arising out of this Agreement, the prevailing party shall be entitled to recover
its attorneys' fees and costs, including attorneys' fees and costs incurred on
appeal.
15.6. Governing Law. This Agreement shall be governed by
the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
AMEDISYS, INC., a Delaware corporation
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------------
XXXXXXX X. XXXXXXXX, SECRETARY/TREASURER
XXXXXXX X. XXXXX
----------------------------------------
XXXXXXX X. XXXXX
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19
SCHEDULE 7.1
ALABAMA NORTH CAROLINA
COUNTIES GEORGIA COUNTIES TENNESSEE COUNTIES COUNTIES OKLAHOMA COUNTIES
------- ---------------- ------------------ -------------- -----------------
Lowndes Xxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx Creek
Xxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxxxx
Xxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Okmulgee
Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx Alamance Pawnee
Xxxxxxx Xxxxx Cumberland Xxxxxxx Chatam Xxxxx
Autauga Xxxxxx Xxxxxxxx Xxxxxx Durham Tulsa
Choctaw Xxxxxx Xxxxxx White Orange Washington
Xxxxxx Xxxxxx Xxxxxxxx Person Xxx
Xxxx Xxxxxx Xxxxxx Wake Noble
Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx Ofuskee
Sumter Cherokee Meigs Xxxxxxxx Xxxxxx
Madison Xxxxxxx Xxxxxx Xxxx Osage
Xxxxxxxx Xxxx Xxxxxx Xxxxxx
Xxxxxx Coweta XxXxxx LOUISIANA PARISHES Xxxxx
Xxxxxxx Dekalb Polk ------------------ Xxxxxxx
Limestone Xxxxxxx Xxxx St. Xxxx Xxxxxxxx Muskogee
Xxxxxxxxxx Xxxxxxx Xxxxx Ascension Richland Cherokee
Xxxx Xxxxxx Xxxxx Xxxxxxxxx Ouachita Xxxxx
Coosa Gwinnett Sequatchie Plaquemine Xxxxxxxxx Xxxxx
Xxxxxx Xxxxx Van Xxxxx Xxxxxxxxxx Claiborne Delaware
Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Orleans Ottawa
Pike Rockdale Bedford St. Xxxxxx Xxxxxxx Nowata
Xxxxx Xxxxxxxx Cannon Lafayette St. Bernhard Xxxxxxxx
Xxxxxxxx Xxxxxx Coffee Xxxxxxxxxx St. Xxxxxxx Xxxxxxx
Green Xxxxxx Xxxxxxxx Iberia Bienville XxXxxxxx
Xxxxxxx Xxxxx Acadia Tensas Xxxxxxx
XXXXXXXX Xxxx Lincoln St. Xxxxxx Catahoula
COUNTIES Xxxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxx
-------- Xxxxxxx Xxxxx St. Xxxx Xxxx Xxxxxxx
Xxx Banks Rutherford Xxxxxxxxx Xxxxx West Xxxxxxx
Xxxxx Xxxxxx Xxxxxxx Xxxxx Union
Wise Xxxxxxxx Xxxxxxxx Pointe Coupee Lincoln
Xxxxxxxxx Habersham Xxxxx Xxxxxxxxxx Concordia
Xxxxxxx Xxxx Maury Assumption St. Tammany
Tazewell Madison Xxxxxxxxxx Xxxxxxxxxx Bossier
Xxxxxx Xxxxx Xxxxxxxxx Rapides Caddo
Washington Xxxxxxxx Xxxxxxxxxx Avoyelles Calcasieu
Catoosa Xxxxx Xxxx Xxxxxxx
Chatooga Xxxxxx Xxxxxx St. Xxxxxx
Xxxx Xxxxxxxxx Xxxxx Red River
Xxxxxx Xxxxxx Tangipahoa Xxxxxxx
Xxxxxx Xxxxxxxxxx Natchitoches
Walker Washington LaSalle
Xxxxxxxxx Xxxxxx East Baton Rouge
Xxxxx Xxxxxxx West Baton Rouge
Polk Unicoi East Xxxxxxxxx
Xxxxxxx West Xxxxxxxxx
Xxxxxx St. Xxxxx
Xxxxxxxx Iberville
Xxxxxxx Lafourche
Xxxxxxx
Houston
20
TEXAS COUNTIES FLORIDA COUNTIES
-------------- ----------------
Xxxxxx Xxxx Pinellas
Kaufman Xxxxxxxxx Xxxxx
Montague Goliad Citrus
Comanche Xxxxxxxx Manatee
Xxxxx Xxxxx Sarasota
Dallas Nueces DeSoto
Xxxxxx Xxxxxxx Hillborough
Xxxxx Xxxxx Xxxxxx
Xxxxx Xxxxxx Xxxxxxxxx
Xxxxxx Xxxx Xxx
Xxxx Xxxxxxx Highlands
Xxxxxxx Xxxxx Xxxxxxxx
Xxxxxxx Xxxxxx Xxxxxxx
Palo Pinto Uvalde Lake
Xxxxxx Xxxxxxxx Xxxx
Rockwall Xxxxxxxxxx Orange
Xxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxxx De Xxxx
Xxxxxxx Xxxxx
Xxxxxxxxx Xxxxxx
Hood
Xxxxxxx
Xxxxxxx
Xxxxx
Van Zandt
Wise
Atascosa
Austin
Austin-San Antonio Corridor
Bandera
Xxxx
Bexar
Xxxxxx
Burnet
Xxxxxxxx
Xxxxxxx
Callaban
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxxxx
Xxx
Live Oak
Llano
Xxxxx
XxXxxxxx
Xxxxxx
Xxxxx
Xxxxxxx
