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UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF LOUISIANA

ROBERT F. BACH, ET AL., ) CIVIL ACTION ) Plaintiff, ) No. 3:10-cv-00395-BAJ-CN ) vs. ) Consolidated with: ) AMEDISYS, INC., ET AL., ) No. 3:10-cv-00441-BAJ-CN ) No. 3:10-cv-00464-BAJ-CN Defendants. ) No. 3:10-cv-00468-BAJ-CN ) No. 3:10-cv-00470-BAJ-CN ) No. 3:10-cv-00480-BAJ-CN ) No. 3:10-cv-00497-BAJ-CN ) No. 3:10-cv-00505-BAJ-CN ) No. 3:10-cv-00642-BAJ-CN ) No. 3:10-cv-00732-BAJ-CN )

STIPULATION OF SETTLEMENT

This Stipulation of Settlement dated as of June 24, 2013 (the “Stipulation”) governs the

shareholder derivative claims asserted in the above-captioned consolidated derivative actions, as

set forth in Himmel v. Borne, et al., Civ. A. No. 3:10-CV-00441-BAJ-CN, U.S.D.C. M.D. La,

Wendland v. Borne, et al., Civ. A. No. 3:10-CV-00468-BAJ-CN, U.S.D.C. M.D. La.,

Northumberland County Pension Fund v. Borne, et al., Civ. A. No. 3:10-CV-00480-BAJ-CN,

U.S.D.C. M.D. La., and Laborers’ District Council and Contractors’ Pension Fund of Ohio v.

Amedisys, Inc., et al., Civ. A. No. 3:10-CV-00505-BAJ-CN, U.S.D.C. M.D. La. (together, the

“Consolidated Derivative Actions” or the “Action”)1 and is entered into by and among: (i)

1 Four securities class actions were also filed against Amedisys and officers of the Company and consolidated by the Court for trial on October 21, 2010. They are: (a) Bach v. Amedisys, Inc., No. 10-395-BAJ-CN (filed July 16, 2010); (b) Isman v. Amedisys, Inc., No. 10-464-BAJ-CN (filed July 14, 2010); (c) Dvinsky v. Amedisys, Inc., No. 10-470-BAJ-CN (filed July 16, 2010); and (d) Brinkley v. Amedisys, Inc., No. 10-497-BAJ-CN (filed July 28, 2010) (collectively referred to as the “Consolidated Securities Class Actions”). There were also two ERISA actions filed against Amedisys and directors of the Company that were consolidated by the Court for trial on December 10, 2010. They are: (a) Corbin v. Amedisys, Inc., No. 10-642-BAJ-SCR (filed September 27, 2010); and

Case 3:10-cv-00395-BAJ-SCR Document 222 06/25/13 of 24

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Northumberland County Pension Fund, Laborers’ District Council and Contractors’ Pension

Fund of Ohio, Dan Himmel and Paula Wendland (the “Plaintiffs”), on behalf of themselves and

derivatively on behalf of nominal defendant Amedisys, Inc. (“Amedisys” or the “Company”), by

and through their counsel of record in the Action; (ii) William F. Borne, Dale E. Redman, Jeffrey

D. Jeter, Ronald A. Laborde, Jake L. Netterville, David R. Pitts, Peter F. Ricchiuti, Gregory H.

Browne, Donald A. Washburn, Larry Graham, and Alice Schwartz (the “Individual Defendants,”

collectively, with Amedisys, the “Defendants”), by and through their counsel of record in the

Action; and (iii) the Company, by and through its counsel of record in the Action (collectively,

with the Plaintiffs and the Individual Defendants, the “Settling Parties”).

I. HISTORY OF THE LITIGATION

A. Procedural History of the Action

Commencing on July 2, 2010, the following actions were filed in the United States

District Court for the Middle District of Louisiana (the “Court”) as shareholder derivative actions

on behalf of nominal defendant Amedisys:

• Himmel v. Borne, et al., Civ. A. No. 3:10-CV-00441-BAJ-CN, U.S.D.C. M.D. La.;

• Wendland v. Borne, et al., Civ. A. No. 3:10-CV-00468-BAJ-CN, U.S.D.C. M.D. La.;

• Northumberland County Pension Fund v. Borne, et al., Civ. A. No. 3:10-CV-00480-BAJ-CN, U.S.D.C. M.D. La.;

• Laborers’ District Council and Contractors’ Pension Fund of Ohio v. Amedisys, Inc., et al., Civ. A. No. 3:10-CV-00505-BAJ-CN, U.S.D.C. M.D. La.

(b) Galimba v. Amedisys, Inc., No. 10-732-BAJ-SCR (filed October 22, 2010) (collectively referred to as the “Consolidated ERISA Class Actions”). The Court consolidated the Consolidated Derivative Actions, the Consolidated Securities Class Actions and the Consolidated ERISA Class Actions on December 10, 2010 for pretrial purposes. On June 28, 2012, the Court entered an order dismissing the Consolidated Securities Class Actions. The Consolidated Securities Class Actions and the Consolidated ERISA Class Actions are not part of the “Action” for purposes of this Stipulation.


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These four cases were consolidated for trial on October 21, 2010. See Docket No. 59. In

its October 21, 2010 consolidation order, the Court appointed the law firms of Robbins Umeda

LLP (now Robbins Arroyo LLP), Cohen, Placitella & Roth, P.C., and Branstetter, Stranch &

Jennings, PLLC as Co-Lead Counsel.

In October 2010, Plaintiffs’ Co-Lead Counsel began an investigation in preparation for

filing a consolidated complaint. Ultimately, the investigation entailed, among other things, a

thorough review of public records and many interviews of former employees of Amedisys. On

November 22, 2010, after meeting and conferring with counsel for Defendants regarding

discovery and case management issues, the Settling Parties filed a joint status report and

proposed scheduling order.

On January 18, 2011, Plaintiffs filed a 110 page Verified Consolidated Shareholder

Derivative Complaint for Breach of Fiduciary Duty, Waste of Corporate Assets, and Unjust

Enrichment (“Consolidated Derivative Complaint”) asserting derivative claims on behalf of the

Company against the Individual Defendants.

Plaintiffs’ Consolidated Derivative Complaint alleges, among other things, that (i) the

Individual Defendants breached their fiduciary duties because they authorized or caused the

Company to engage in an allegedly fraudulent Medicare billing scheme by directing or

incentivizing Amedisys employees to schedule medically unnecessary home therapy

appointments solely to trigger additional reimbursements from Medicare; (ii) the Director

Defendants breached their fiduciary duty of loyalty by allegedly failing to ensure that an

adequate system of internal controls was in place; (iii) the Individual Defendants reviewed and

approved allegedly false and/or misleading statements in Amedisys’ public filings with the

Securities and Exchange Commission (“SEC”), earnings conference calls, and press releases;


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(iv) certain Individual Defendants engaged in alleged improper insider trading; (v) the Individual

Defendants “wasted” Amedisys assets approving allegedly undeserved incentive compensation

to certain of its executive officers; and (vi) the Individual Defendants were unjustly enriched

through their alleged wrongful acts and omissions.

On March 21, 2011 and April 11, 2011, Defendants filed motions to dismiss the

Consolidated Derivative Complaint. Defendants argued, among other things, that Plaintiffs had

failed to (i) adequately allege that they were legally excused from making a pre-suit demand on

Amedisys’ Board of Directors (the “Board”), (ii) adequately allege and verify that they had

continuously held Amedisys stock, and (iii) state a claim upon which relief could be granted. On

April 28, 2011, Plaintiffs filed their brief in opposition to the two motions to dismiss.

Defendants filed their reply briefs on May 31, 2011 and thereafter filed four notices of

supplemental authority with the Court on July 9, 2012, November 1, 2012, November 8, 2012,

and February 12, 2013, which Plaintiffs responded to on July 11, 2012, November 7, 2012,

November 14, 2012, and February 19, 2013, respectively.

B. Settlement Negotiations

On November 27, 2012, after substantial review and analysis of the Company’s corporate

governance, consultation with a corporate governance expert, and review of the findings of the

Senate Finance Committee, among other considerations, Plaintiffs Co-lead Counsel initiated

settlement discussions with Defendants’ counsel.

In early 2013 after some initial discussions, the Settling Parties agreed to voluntary

mediation in order to explore resolution of the Action. On March 28, 2013, after submitting

extensive mediation statements, the Settling Parties participated in an all-day mediation

conducted by an experienced, independent and neutral mediator, Mark A. Buckstein of


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Professional Dispute Resolutions, Inc. (the “Mediator”). Mr. Buckstein has over twenty (20)

years experience as a nationally renowned mediator and arbitrator. He is very familiar with

corporate governance issues, having served as a member of the board of directors of several

boards including International Specialty Products, Inc., GAF Corporation and Trans World

Airlines, Inc. among others.

After extensive, arm’s-length negotiations with the assistance and involvement of the

Mediator, the Settling Parties made substantial progress toward settling this matter and reached

agreement on all the substantive terms of the corporate governance relief embodied in the

Settlement. As part of these negotiations, Plaintiffs sought document discovery and the

opportunity to conduct interviews of key Company personnel familiar with the issues raised in

the Consolidated Derivative Complaint in order to confirm the reasonableness of the corporate

governance reforms embodied in the Settlement. After resolving the substantive issues and

scope of discovery to confirm the reasonableness and fairness of the Settlement, the parties

began negotiating the amount of attorneys’ fees and costs to Plaintiffs’ counsel and a proposed

petition to seek an incentive award on behalf of the named Plaintiffs who participated in the

Action. The parties could not agree upon a final resolution as to the fees and costs issue on that

date and the Mediator made a mediator’s proposal. After several more days of negotiations, the

Parties agreed that Plaintiffs’ counsel would receive $445,000 in total, which would include

attorneys’ fees and costs, and any incentive award to the named Plaintiffs. As a result of these

negotiations, the Settling Parties agreed upon a Settlement Term Sheet setting forth the terms on

which the Action would be settled, subject to certain conditions, including negotiation and

execution of a mutually acceptable definitive settlement agreement, Court approval of the

Settlement, and the dismissal with prejudice of the Action.


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Plaintiffs then conducted discovery aimed at determining whether or not the Settlement

was fair and reasonable to the Company and its shareholders and merited submission to the

Court for determining whether to approve the Settlement. Defendants produced thousands of

pages of documents which included: (i) relevant excerpts from board minutes and compliance

reports to the board from February 2007 through October 2010; (ii) Rule 10b5-1 trading plans

for the Individual Defendants from January 1, 2005 through December 31, 2010; (iii) Insider

trading policies in effect at Amedisys from January 1, 2005 through December 31, 2010; (iv)

The Marwood Report, Amedisys Bylaws, Articles of Incorporation, and other documents cited to

in Amedisys’ motion to dismiss; (v) Amedisys compliance plans from January 1, 2007 through

December 31, 2010; (vi) Executive compensation plans from January 1, 2007 through December

31, 2010; (vii) Compliance presentations to employees from January 1, 2007 through December

31, 2010; (viii) Amedisys operating manuals in effect from January 1, 2007 through December

31, 2010; and (ix) Amedisys employee handbook in effect from January 1, 2007 through

December 31, 2010. Plaintiffs also conducted interviews of Jeffrey Jeter, who has been the

Company’s Chief Compliance Officer since 2007 and Tasha Mears, former Amedisys SVP of

Clinical Operations and currently SVP of Clinical Informatics. Plaintiffs’ Co-Lead Counsel’s

review and analysis along with the interviews conducted of key Amedisys personnel confirmed

the reasonableness of the Settlement.

II. CLAIMS OF THE PLAINTIFFS AND BENEFITS OF THE SETTLEMENT

Plaintiffs believe that the substantive allegations of wrongdoing and liability pleaded

against Defendants in the Consolidated Derivative Complaint have merit. Nonetheless, Plaintiffs

and Plaintiffs’ Co-Lead Counsel recognize and acknowledge the expense and length of time that

would be required to prosecute the Action through trial and appeal. Plaintiffs have also taken into


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account the uncertain outcome and the risk of any litigation, especially in complex cases such as

this Action. Plaintiffs have also factored in the inherent problems of proof and possible defenses

to the claims asserted in the Action. Based on their evaluation, Plaintiffs’ Co-Lead Counsel have

determined that the Settlement set forth in this Stipulation confers substantial benefits upon the

Company, and is fair, adequate, reasonable, and in the best interests of Plaintiffs and the

Company. Accordingly, Plaintiffs have agreed to settle the Action pursuant to the terms and

provisions of the Stipulation after considering, inter alia, the benefits that Amedisys and its

shareholders will receive when weighed against the risks, expense, and duration of continued

litigation.

III. THE COMPANY’S DENIALS OF WRONGDOING AND LIABILITY

The Company has denied and continues to deny each and all of the claims in the Action.

The Company believes that the Individual Defendants at all relevant times acted in good faith,

with due care, and in the best interests of the Company and the Company’s shareholders.

Further, the Company believes that it would have prevailed on its motion to dismiss the

Consolidated Derivative Complaint. Nonetheless, the Company concluded that further conduct

of the Action could be protracted and expensive, and could distract the Board, management, and

workforce from their jobs to the detriment of the Company’s shareholders, and that it is desirable

that the Action be fully and finally settled in the manner and upon the terms and conditions set

forth in this Stipulation. Further, the Company acknowledges that the settlement set forth in this

Stipulation confers substantial benefits upon the Company, and is fair, reasonable, adequate, and

in the best interests of Amedisys and its shareholders.

IV. INDIVIDUAL DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY

The Individual Defendants have denied and continue to deny each and all of the claims

alleged against them by Plaintiffs in the Action. The Individual Defendants expressly deny all


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charges of wrongdoing or liability against them arising out of any of the conduct, statements,

acts, or omissions alleged in the Action and deny any and all allegations that Plaintiffs, the

Company, or the Company’s shareholders suffered recoverable damages or are entitled to

equitable relief as a result of any action or inaction by the Individual Defendants. The Individual

Defendants firmly believe this Action to be without merit and further assert that, at all relevant

times, they acted in good faith, with due care, and in a manner they reasonably believed to be in

or not opposed to the best interests of the Company and the Company’s shareholders. The

Individual Defendants believe it is in the Company’s and their best interests that the Action be

fully and finally settled in the manner and upon the terms and conditions set forth in this

Stipulation because, among other things, further conduct of the Action could be protracted and

expensive, and could further distract the Board, management, and workforce from their jobs.

Further, the Individual Defendants acknowledge that the settlement set forth in the Stipulation

confers substantial benefits upon the Company, and is fair, reasonable, adequate, and in the best

interests of Amedisys and its shareholders.

V. THE SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among

Plaintiffs (for themselves and derivatively on behalf of the Company), the Individual Defendants,

and the Company, by and through their respective counsel or attorneys of record, that, subject to

the approval of the Court presiding over the Action, the Action and the Released Claims shall be

finally and fully compromised, settled, and released, and the Action shall be dismissed with

prejudice as to all Settling Parties, upon and subject to the terms and conditions of the

Stipulation, as set forth herein.

1. Definitions

As used in this Stipulation, the following terms have the meanings specified below:


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1.1 “Action” means the shareholder derivative claims asserted in the above-captioned

Consolidated Derivative Actions, as set forth in Himmel v. Borne, et al., Civ. A. No. 3:10-CV-

00441-BAJ-CN, U.S.D.C. M.D. La, Wendland v. Borne, et al., Civ. A. No. 3:10-CV-00468-BAJ-

CN, U.S.D.C. M.D. La., Northumberland County Pension Fund v. Borne, et al., Civ. A. No.

3:10-CV-00480-BAJ-CN, U.S.D.C. M.D. La., and Laborers’ District Council and Contractors’

Pension Fund of Ohio v. Amedisys, Inc., et al., Civ. A. No. 3:10-CV-00505-BAJ-CN, U.S.D.C.

M.D. La. The Consolidated Securities Class Actions and the Consolidated ERISA Class Actions

shall not be considered as part of the “Action” for purposes of this Stipulation.

1.2 “Affiliate” means (i) any person or entity of which the subject party owns,

directly or indirectly, more than fifty percent (50%) of the issued and outstanding voting stock or

in which the subject party owns, directly or indirectly, more than a fifty percent (50%) interest;

(ii) any person or entity controlled, directly or indirectly, through one or more intermediaries by

the subject party; (iii) any person or entity controlling the subject party, directly or indirectly,

through one or more intermediaries; or (iv) any person or entity controlled by a person or entity

controlling the subject party, directly or indirectly, through one or more intermediaries.

“Control” for the purposes of this definition means the direct or indirect power to direct or cause

the direction of the management or policies of an entity, whether through the ownership of voting

securities, by contract, or otherwise.

1.3 “Company” or “Amedisys” means Amedisys, Inc., and its present and former

parents, subsidiaries, Affiliates, partnerships, joint ventures, and other business associations, and

each and all of their respective past, present, or future, trustees, conservators, personal

representatives, estates, administrators, predecessors, successors, and assigns.


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1.4 “Effective Date” means the first date upon which all of the events and conditions

specified in ¶ 6.1 of the Stipulation shall have been met and shall have occurred.

1.5 “Fee and Expense Amount” means the agreed-upon amount the Company (or its

insurer on its behalf) will pay for the attorneys’ fees and expenses, subject to Court approval, in

an amount not to exceed $445,000 in recognition of the substantial benefits conferred on

Amedisys by the Settlement. Such amount shall include all attorneys’ fees and costs that may be

due any counsel or party who has asserted, or participated in the assertion of, derivative claims

on behalf of Amedisys in any court and any incentive payment awarded by the Court to any of

the named Plaintiffs up to $5,000 each for their participation in the Action (the incentive

payment to Plaintiffs is also referred to as the “Incentive Amount”).

1.6 “Final” means (i) the date of final affirmance on an appeal of the Judgment (as

defined in ¶ 1.9), the expiration of the time for a petition for or a denial of writ of review to

review the Judgment and, if the writ is granted, the date of final affirmance of the Judgment

following review pursuant to that grant; or (ii) the date of final dismissal of any appeal from

Judgment or the final dismissal of any appeal from the Judgment or the final dismissal of any

proceeding on writ of review to review the Judgment; or (iii) if no appeal is filed, the expiration

date of the time for the filing or noticing of any appeal from the Court’s Judgment approving the

Stipulation, i.e., thirty (30) days after entry of the Judgment. Any proceeding or order, or any

appeal or petition for a writ of review pertaining solely to the award of attorneys’ fees, costs, or

expenses to Co-Lead Counsel, or any other counsel representing a shareholder seeking to assert

any of the Released Claims against any of the Released Persons, or to the incentive payments

awarded to Plaintiffs, shall not in any way delay or preclude the Judgment from becoming Final.


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1.7 “Individual Defendants” means William F. Borne, Dale E. Redman, Jeffrey D.

Jeter, Ronald A. Laborde, Jake L. Netterville, David R. Pitts, Peter F. Ricchiuti, Gregory H.

Browne, Donald A. Washburn, Larry Graham, Alice Schwartz, and any other individuals

currently or formerly named as defendants in the Action.

1.8 “Director Defendants” means William F. Borne, Ronald A. Laborde, Jake L.

Netterville, David R. Pitts, Peter F. Ricchiuti, Donald A.Washburn, and any other directors of

Amedisys currently or formerly named as defendants in the Action.

1.9 “Judgment” means the “Judgment and Order of Dismissal With Prejudice” to be

entered by the Court, substantially in the form attached hereto as Exhibit C.

1.10 “Co-Lead Counsel” means the firms appointed by the Court as Co-Lead Counsel

for the Plaintiffs in the Action: Robbins Arroyo LLP, Cohen, Placitella & Roth, P.C., and

Branstetter, Stranch & Jennings, PLLC.

1.11 “Person” means an individual, corporation, limited liability corporation,

professional corporation, partnership, limited partnership, limited liability partnership,

association, joint stock company, estate, legal representative, trust, unincorporated association,

government or any political subdivision or agency thereof, and any business or legal entity and

their respective spouses, heirs, predecessors, successors, representatives, or assignees.

1.12 “Released Claims” shall mean any and all claims (including “Unknown Claims”

as defined in ¶ 1.17 below), demands, rights, actions, causes of action, liabilities, damages,

losses, or obligations belonging to Plaintiffs or the Company (whether asserted by the Company

or any Amedisys shareholder or any other person derivatively on behalf of the Company),

whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or

undisclosed, hidden or concealed, matured or unmatured, that have been, or could have been,


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asserted in this Action or in any court, tribunal, or proceeding (including, but not limited to, any

claims arising under federal or state law relating to alleged fraud, breach of any duty, negligence,

violations of the federal or state securities laws, or otherwise) whether legal, equitable, or any

other type or in any other capacity against the Released Persons which have arisen, could have

arisen, arise now, or hereafter arise out of, or relate in any manner to, the allegations, facts,

events, transactions, acts, occurrences, statements, representations, misrepresentations,

omissions, or any series thereof, embraced, involved, set forth, or otherwise related, directly or

indirectly, to the facts alleged in any and all complaints filed in this Action and any filings or

statements (including, but not limited to, public statements) by any of the Released Persons in

connection with the allegations in this Action; provided, however, that “Released Claims” shall

not be construed to limit or release (i) any claims to enforce the terms of this Stipulation; (ii) any

claims by Amedisys or any of its present or former directors, officers, or employees (or any other

person or entity who is covered by the relevant insurance policies) against the current or former

insurers of Amedisys; or (iii) any claims asserted in the Consolidated Securities Class Actions or

Consolidated ERISA Class Actions. It is the intent of the Settling Parties that no action may

hereafter be brought by the Company or prosecuted derivatively on behalf of the Company

which arises from or relates to the subject matter of the Action, and the Judgment entered in the

Action will accordingly bar all Released Claims from being asserted against the Released

Persons by the Company or derivatively by any Amedisys shareholder or any other person on the

Company’s behalf.

1.13 “Released Persons” means the Individual Defendants in the Action and all present

and former directors, officers, employees, agents, and representatives of the Company, including

any of their family members, Affiliates and associates, and each and all of their respective past


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or present representatives, employees, attorneys, financial or investment advisors, consultants,

accountants, investment bankers, commercial bankers, engineers, advisors or agents, heirs,

executors, trustees, partners, personal representatives, estates, administrators, predecessors,

successors, and assigns, but excluding the Company’s and Released Persons’ insurers.

1.14 “Plaintiffs” means Dan Himmel, Paula Wendland, Northumberland County

Pension Fund, and Laborers’ District Council and Contractors’ Pension Fund of Ohio.

1.15 “Settlement” means the terms and conditions set forth in this Stipulation.

1.16 “Settling Parties” means, collectively, each of the Individual Defendants, the

Company, and the Plaintiffs on behalf of themselves and the Company.

1.17 “Unknown Claims” means any and all claims based on, related to, or in

connection with the Action or which could have been asserted in the Action based on, related to,

or in connection with the facts asserted in the Action, now existing or hereafter arising, that

Plaintiffs and the Company do not know or suspect to exist in their or its favor at the time they

agree to the releases contained herein, which, if known by them or it, might have affected their or

its agreement to the Settlement and/or the releases contained herein, or might have affected their

or its decision not to object to this Settlement.

2. Corporate Governance and Internal Control Undertakings

2.1 As a result of the initiation, prosecution and settlement of the Action, the

Company has agreed to adopt certain corporate governance and compliance measures and

maintain certain existing governance and internal controls as specified in Exhibit A hereto. The

Company acknowledges that the measures specified in Exhibit A are intended to strengthen the

Company’s corporate governance and internal controls, and that the new measures being adopted

are not required by law. Amedisys and the Director Defendants also acknowledge that the


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prosecution and settlement of the Action were substantial factors in their decision to adopt and/or

implement the corporate governance and compliance measures.

3. Preliminary Approval Order and Settlement Hearing

3.1 As soon as practicable after the execution of this Stipulation, the Settling Parties

shall submit this Stipulation together with its Exhibits to the Court and shall apply for entry of an

order, substantially in the form of Exhibit B attached hereto, preliminarily approving the

Settlement and providing for publication of notice to the Company’s shareholders of the hearing

on this Settlement (the “Preliminary Approval Order”). Such order shall specifically include

provisions that will:

(a) Preliminarily approve this Stipulation and the Settlement set forth herein;

(b) Approve the “Notice of Settlement of Amedisys, Inc. Derivative Action”

(the “Notice”) substantially in the form of Exhibit D attached hereto, to be

filed by Amedisys with the SEC on Form 8-K and made accessible on

Amedisys’ corporate website;

(c) Approve the “Summary Notice of Settlement of Amedisys, Inc. Derivative

Litigation” substantially in the form of Exhibit E attached hereto, to be

published in the national edition of Investor’s Business Daily, USA Today,

and in a press release issued over PR Newswire;

(d) Find that the Notice given pursuant to subparagraphs (b) and (c) above

constitutes valid, due, reasonable, and sufficient notice to the Company’s

shareholders;

(e) Schedule a hearing (the “Settlement Hearing”) to be held by the Court to

determine whether the proposed settlement of the Action as contained in

this Stipulation should be finally approved as fair, reasonable, and


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adequate and whether the Judgment approving the Settlement should be

entered;

(f) Provide that any objections by eligible Amedisys shareholders to (i) the

proposed Settlement contained in this Stipulation; (ii) the attorneys’ fees

and expenses amount to Plaintiffs’ Co-Lead Counsel; (iii) any incentive

payments awarded to named Plaintiffs; or (iv) the entry of the Judgment

approving the Settlement, shall be heard and any papers submitted in

support of said objections shall be received and considered by the Court at

the hearing only if Persons making objections file notice of their intention

to appear and copies of any papers in support of their position with the

Clerk of the Court and serve such notice and papers on counsel as

identified in the Notice prior to a date to be specified in the Notice;

(g) Provide that pending final determination of whether the Settlement

contained in this Stipulation should be approved, neither Plaintiffs, nor

any Amedisys shareholders, either directly, representatively, derivatively,

or in any other capacity, shall commence or prosecute any action or

proceeding in any court or tribunal asserting any of the Released Claims

against the Released Persons;

(h) Provide that the Settlement Hearing may, from time to time and without

further notice to the Company’s shareholders, be continued or adjoined by

order of the Court; and

(i) Provide that all costs associated with the giving of the Notice provided in

¶¶ 3.1(b) and (c) shall be borne by the Company.


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4. Release, Waiver, and Covenant Not to Sue

4.1 Upon the Effective Date, as defined in ¶ 1.4, Plaintiffs, the Company, and any

shareholder of the Company claiming in the right of, or on behalf of the Company shall be

deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released,

relinquished, and discharged the Released Claims (including Unknown Claims) against the

Released Persons and any and all claims arising out of, relating to, or in connection with the

defense, settlement or resolution of the Action against the Released Persons. Nothing herein

shall in any way impair or restrict the rights of any of the Settling Parties to enforce the terms of

the Stipulation.

4.2 With regard to the releases contained herein, the Settling Parties stipulate and

agree that, upon the Effective Date, Plaintiffs and the Company shall be deemed to have

expressly waived, and by operation of the Judgment shall have fully, finally and forever waived,

the provisions, rights, and benefits of California Civil Code §1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

In addition, upon the Effective Date, Plaintiffs and the Company shall be deemed to have

expressly waived, and by operation of the Judgment shall have fully, finally and forever waived,

any and all provisions, rights, and benefits conferred by any law of any state or territory of the

United States, or principle of common law, which is similar, comparable, or equivalent to

California Civil Code § 1542.

Plaintiffs and/or the Company may hereafter discover facts in addition to or different

from those which they or it now know or believe to be true with respect to the subject matter of

the Released Claims, but upon the Effective Date, Plaintiffs and the Company shall be deemed


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to have expressly waived, and by operation of the Judgment shall have, fully, finally, and forever

settled and released any and all Released Claims, without regard to the subsequent discovery or

existence of such different or additional facts. The Settling Parties acknowledge that the

foregoing waiver was separately bargained for and a key element of the Settlement of which this

release is a part.

4.3 Upon the Effective Date, as defined in ¶ 1.4, each of the Individual Defendants

and their estates or administrators, and the Company and its parent entities, affiliates,

subsidiaries, partnerships or joint ventures shall be deemed to have, and by operation of the

Judgment shall have, fully, finally, and forever released, relinquished, and discharged Plaintiffs

and Plaintiffs’ Counsel from all claims or demands arising out of, relating to, or in connection

with the institution, prosecution, assertion, settlement, or resolution of the Action and/or the

Released Claims.

4.4 The releases contained herein shall not be construed to limit or release (i) any

claims to enforce the terms of this Stipulation or (ii) any claims by Amedisys or any of its present

or former directors, officers, or employees (or any other person or entity who is covered by the

relevant insurance policies) against the current or former insurers of Amedisys.

5. Co-Lead Counsels’ Attorney’s Fees and Reimbursement of Expenses

5.1 In recognition of the substantial benefits conferred upon Amedisys as a direct

result of the prosecution and Settlement of the Action, and subject to Court approval, the

Company (or its insurer on its behalf) will pay attorneys’ fees and expenses awarded by the

Court, not to exceed $445,000, which shall include all attorneys’ fees and costs that may be due

any counsel (or anyone else) who has asserted, or participated in the assertion of, derivative

claims on behalf of Amedisys in any court and any incentive payments to named Plaintiffs

awarded by the Court.


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5.2 The determination and approval of the Fee and Expense Amount and Incentive

Amount as set forth in ¶ 5.1 is not a condition of the Settlement. The Company (or its insurer on

its behalf) shall cause such fees and expenses and any award to named Plaintiffs as approved by

the Court to be paid to Cohen, Placitella & Roth, P.C. on behalf of Co-Lead Counsel and named

Plaintiffs within ten (10) business days following the Court’s order of a final approval order

approving the Settlement. The Company shall not be obligated to pay any interest on such fees

and expenses approved by the Court if paid within the specified time. Except as expressly

provided herein, neither the Company nor the Individual Defendants shall be liable for any of

Plaintiffs’ attorneys’ fees or expenses and any award to named Plaintiffs in connection with the

Action.

5.3 If and when, as a result of any further order of the Court, appeal, further

proceedings on remand, or successful collateral attack by any party other than the Settling

Parties, the Settlement or Fee and Expense Amount is not approved or is overturned on appeal or

this Stipulation is terminated or cancelled, Co-Lead Counsel shall refund to the Company (or its

insurer, as directed by Defendants’ counsel) the full amount of the Fee and Expense Amount

paid, with accrued interest thereon, within 10 business days.

5.4 Any order or proceedings related to the Fee and Expense Amount to Co-Lead

Counsel or the Incentive Amount, or any appeal from any order relating thereto or reversal or

modification thereof, shall not modify, terminate, or cancel the Settlement set forth in the

Stipulation, or affect or delay the finality of the Judgment approving the Settlement of the

Action.

6. Conditions of Settlement, Effect of Disapproval, Cancellation, or Termination

6.1 The Effective Date shall be conditioned on the occurrence of all of the following

events:


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(a) The Court has preliminarily approved the settlement and entered the

Preliminary Approval Order as required above by ¶ 3.1, substantially in

the form of Exhibit B attached hereto; and

(b) The Court has entered the Judgment, substantially in the form of Exhibit C

attached hereto, and the Judgment has become Final, as defined above in ¶

1.6.

6.2 If all of the conditions specified in ¶ 6.1 are not met, then this Stipulation shall be

canceled and terminated subject to ¶ 6.3, unless Co-Lead Counsel, counsel for the Individual

Defendants, and counsel for the Company mutually agree in writing to proceed with the

Settlement.

6.3 In the event that this Stipulation is not approved by the Court or the Settlement set

forth in this Stipulation is terminated, fails to become effective in accordance with its terms, or is

materially modified on appeal or remand, the Settling Parties shall be restored to their respective

positions in the Action as of May 7, 2013. In such event, the terms and provisions of this

Stipulation, with the exception of paragraphs 3.1(h), 6.2, 6.3, 7.3, and 7.14 herein, shall have no

further force and effect with respect to the Settling Parties and shall not be used in the Action or

in any other proceeding for any purpose, and the Judgment shall be treated as vacated with

retroactive legal effect.

7. Additional Provisions

7.1 The Settling Parties (i) acknowledge that it is their intent to consummate this

Stipulation and (ii) agree to cooperate to the extent reasonably necessary to effectuate and

implement all terms and conditions of this Stipulation and to exercise their best efforts to

accomplish the foregoing terms and conditions of this Stipulation.


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7.2 The Settling Parties intend the Settlement to be a final and complete resolution of

all disputes between them with respect to the Action and the Released Claims. The Settlement

compromises claims which are contested and shall not be deemed an admission by any of the

Settling Parties as to the merits of any claim, allegation, or defense.

7.3 Neither this Stipulation nor the Settlement, nor any act performed or document

executed pursuant to or in furtherance of this Stipulation or the Settlement: (i) is or may be

deemed to be or may be used as an admission of, or evidence of, the validity of any Released

Claim, or of any wrongdoing or liability of any of the Released Persons or the Company; or (ii)

is or may be deemed to be or may be used as an admission of, or evidence of, any fault or

omissions of any of the Released Persons or the Company in any civil, criminal, or

administrative proceeding in any court, administrative agency, or other tribunal.

7.4 The Released Persons and/or the Company may file this Stipulation, the

Preliminary Approval Order, and/or the Judgment in any action that may be brought or is

pending against the Released Persons and/or the Company asserting any Released Claims in

order to support a defense or counterclaim based on principles of res judicata, collateral

estoppel, release, good faith settlement, judgment bar, or reduction, or any other theory of claim

preclusion, issue preclusion or similar defense or counterclaim, or to enjoin further prosecution

of any pending action. The Released Persons and/or the Company also may file this Stipulation

and/or the Judgment in any action that may be brought by Plaintiffs against the Released Persons

and/or the Company asserting any individual or direct claims arising out of, relating to, or in

connection with the Settlement or resolution of the Action.

7.5 All agreements made and orders entered during the course of the Action relating

to the confidentiality of information shall survive this Stipulation.


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7.6 All of the Exhibits to this Stipulation are material and integral parts hereof and are

fully incorporated herein by reference.

7.7 This Stipulation may be amended or modified only by a written instrument signed

by or on behalf of all Settling Parties or their respective successors-in-interest.

7.8 This Stipulation and the Exhibits hereto constitute the entire agreement among the

parties hereto, and no representations, warranties, or inducements have been made to any party

concerning this Stipulation or its Exhibits other than the representations, warranties, and

covenants contained and memorialized in such documents. Except as otherwise provided herein,

each party shall bear its own costs.

7.9 Co-Lead Counsel is expressly authorized by Plaintiffs to take all appropriate

action required or permitted to be taken pursuant to this Stipulation to effectuate its terms, and

also is expressly authorized to enter into any modifications or amendments to this Stipulation

which Co- Lead Counsel deems appropriate.

7.10 Each counsel or other Person executing this Stipulation or any of its Exhibits on

behalf of any party hereto hereby warrants that such Person has the full authority to do so.

7.11 This Stipulation may be executed in one or more counterparts. All executed

counterparts and each of them shall be deemed to be one and the same instrument. A complete

set of original executed counterparts shall be filed with the Court.

7.12 This Stipulation shall be binding upon, and inure to the benefit of, the successors

and assigns of the Settling Parties.

7.13 The Court shall retain jurisdiction with respect to implementation and

enforcement of the terms of this Stipulation, and all parties hereto submit to the jurisdiction of


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the Court for purposes of implementing and enforcing the Settlement embodied in this

Stipulation.

7.14 This Stipulation and the Exhibits hereto shall be considered to have been

negotiated, executed, and delivered and to be wholly performed in the State of Louisiana, and the

rights and obligations of the parties to the Stipulation shall be construed and enforced in

accordance with, and governed by, the internal, substantive laws of the State of Louisiana

without giving effect to that State’s choice of law principles.

IN WITNESS WHEREOF, the parties have caused this Stipulation to be executed, by

their duly authorized attorneys, dated as of June 24, 2013.


EXHIBIT A

Case 3:10-cv-00395-BAJ-SCR Document 222-1 06/25/13 Page 1 of 4

Corporate Governance and Compliance Measures

I. COMPLIANCE AND ETHICS COMMITTEE

A. The Board of Directors ("Board") shall establish a Compliance and Ethics Committee ("CEC") of the Board responsible for overseeing the Company's Compliance and Ethics Program.

B. The duties and responsibilities of the CEC shall include, among other

things:

1. oversee and assist the Chief Compliance Officer with the design, implementation, and execution of the Company's Compliance and

Ethics Program;

2. immediately raise to the entire Board material compliance and ethics issues as those issues are brought to the attention of the CEC; 3. report to the entire Board on at least an annual basis concerning material matters relating to the Company's Compliance and Ethics Program, including, but not limited to, the implementation and effectiveness of the Compliance and Ethics Program; and 4. undertake to be reasonably knowledgeable about the

content and operation of the Company's Compliance and Ethics Program.

C. The CEC shall have the authority to engage independent counsel and other

advisers, as it determines necessary or appropriate to carry out its duties, including but not limited to the consultant discussed in subsection II(A) below.

D. At least one director on the CEC shall have significant familiarity and experience with Medicare compliance. The Company, in its annual proxy statement to shareholders before each annual meeting, shall identify which director(s) on the CEC have significant familiarity and experience with Medicare compliance and the basis for that assertion.

II. OUTSIDE REVIEW OF COMPLIANCE AND ETHICS PROGRAM

A. Within six months of the issuance of an order approving this settlement and again once two years thereafter, the CEC shall retain an outside consultant to conduct a comprehensive evaluation of the


Company's compliance and ethics program. B. The consultant’s duties shall consist of:

1. confirming that the Company's compliance and ethics program is consistent with the provisions of Section 8B2.1 of the Federal Sentencing Guidelines and the guidance set forth in the OIG Compliance Program Guidance for Home Health Agencies issued by the Office of Inspector General (OIG), Department of Health and Human Services; and 2. identifying what changes, if any, would be necessary for the Company to have an "effective" compliance and ethics program under the guidelines and guidance.

C. Upon completion of each evaluation of the Company's compliance and

ethics program, the consultant shall report to the CEC its findings and recommendations, which the CEC as a whole shall, in good faith, consider and act upon as it determines appropriate.

III. MAINTENANCE OF GOVERNANCE AND INTERNAL CONTROLS

A. Except as provided otherwise in an agreement or settlement with a governmental agency, the Company shall implement the corporate governance and internal control changes provided for herein within 120 days following an order approving the settlement of this derivative litigation, and shall maintain the changes provided for herein for a

minimum of three years following an order approving the settlement of this derivative litigation ("Effective Period").

B. Except as provided otherwise herein or provided in an agreement or settlement with a governmental agency, the Company agrees to maintain during the Effective Period the following already existing corporate governance and internal controls:

1. The employment of a Chief Compliance Officer responsible for

developing and implementing practices, policies, and procedures designed to ensure compliance with, inter alia, Federal health care program requirements and who would be responsible for reporting to the CEC at least quarterly, and more frequently if necessary. Such reports shall include instances, if any, of employee discipline carried out by the Company in accordance with the Company’s “zero tolerance” principle, as stated in the Company’s Employee Handbook.


2. The Company's Code of Ethical Business Conduct (as it may be amended from time to time by the Board);

3. The charter for the Board's Audit Committee (as it may be amended from time to time by the Board);

4. "[C]omprehensive controls over billing processes" and "processes and controls over coding, clinical operations, billing, patient recertifications and compliance" reasonably believed to be no less effective than those referenced in the Company’s 10-K filed March 12, 2013;

5. The Company's practice of disciplining employees found to have

intentionally circumvented the Company’s billing protocols or controls, or willfully violated any health care fraud and abuse laws or any provision of the Company’s Corporate Compliance Plan, intentionally disclosed protected health information or personally identifiable information, provided any false certification to the Company, or failed to report known violations, pursuant to the principle of "zero tolerance” as referenced in the Company’s Employee Handbook; and

6. Maintenance of an Employee Handbook that references the “zero

tolerance” principle discussed above as well as other policies of the Company, which shall be distributed electronically to the Company’s employees on an annual basis.


EXHIBIT B




[PROPOSED] ORDER PRELIMINARILY APPROVING

SETTLEMENT AND APPROVING THE FORM AND MANNER OF NOTICE

The parties to the above-captioned consolidated derivative actions, as set forth in Himmel

v. Borne, et al., Civ. A. No. 3:10-CV-00441-BAJ-CN, U.S.D.C. M.D. La, Wendland v. Borne, et

al., Civ. A. No. 3:10-CV-00468-BAJ-CN, U.S.D.C. M.D. La., Northumberland County Pension

Fund v. Borne, et al., Civ. A. No. 3:10-CV-00480-BAJ-CN, U.S.D.C. M.D. La., and Laborers’

District Council and Contractors’ Pension Fund of Ohio v. Amedisys, Inc., et al., Civ. A. No.

3:10-CV-00505-BAJ-CN, U.S.D.C. M.D. La. (together, the “Action”),1 having applied for an

Order to approve preliminarily the proposed settlement of the Action in accordance with the

Stipulation of Settlement entered into by the parties on June 24, 2013 (the “Stipulation”), and for

the dismissal of the Action with prejudice upon the terms and conditions set forth in the

1 Neither the Consolidated Securities Class Actions nor the Consolidated ERISA Class Actions are part of the “Action” for purposes of this Order.


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Stipulation, and the Court having read and considered the Stipulation and accompanying

documents, and all parties having consented to the entry of this Order,

NOW, THEREFORE, this ___ day of _________________, 2013, upon application to

the parties, IT IS HEREBY ORDERED as follows:

1. Except for the terms defined herein, the Court adopts and incorporates the

definitions in the Stipulation for purposes of this Order.

2. The Court finds the Plaintiffs to be adequate representatives for purposes of the

Settlement.

3. The Settlement appears to be the product of serious, informed, and non-collusive

negotiations conducted in good faith and with due care, with the assistance of an

independent mediator, has no obvious deficiencies, provides value to Amedisys,

Inc. (“Amedisys” or the “Company”), and falls within the range of possible

approval, and, therefore, merits further consideration.

4. The Court preliminarily finds that the Settlement is fair, reasonable, adequate and

in the best interests of the Company and its shareholders.

5. Co-Lead Counsel and counsel for the Defendants are authorized to take any action

required by the Stipulation or such other acts that are reasonably necessary to

consummate the proposed Settlement set forth in the Stipulation.

6. The Court has scheduled a Settlement Hearing, which will be held on

________________ _____, 2013, at _____________ __.m., at the United States

District Court for the Middle District of Louisiana, 777 Florida Street, Suite 139,

Baton Rouge, Louisiana 70801, to consider:


- 3 -

a. Whether the terms and conditions of the Settlement are fair, reasonable,

adequate, and in the best interests of Amedisys and its shareholders;

b. Whether a Judgment and Order of Dismissal With Prejudice in the form

submitted by the parties with the Stipulation, dismissing the Action with

prejudice, releasing the Released Claims as to the Released Persons, and

enjoining the prosecution of any and all Released Claims as against the

Released Persons, with each party to bear its, his, or her own costs expect

as otherwise provided, should be entered by the Court;

c. Whether the agreed-to Fee and Expense Amount should be approved;

d. Whether the Incentive Amount should be approved; and

e. Such other matters as the Court may deem necessary and appropriate.

7. The Court reserves the right to adjourn the Settlement Hearing or modify any of

the dates set forth herein without further notice to the Company’s shareholders.

8. The Court reserves the right to approve the Settlement at or after the Settlement

Hearing with such modifications as may be consented to by the Settling Parties to

the Action and without further notice to the Company’s shareholders.

9. The Court approves, as to form and content, the “Notice of Settlement of

Amedisys, Inc. Derivative Litigation” substantially in the form of Exhibit D

attached to the Stipulation (the “Notice”) and the “Summary Notice of Settlement

of Amedisys, Inc. Derivative Litigation” substantially in the form of Exhibit E

attached to the Stipulation (the “Summary Notice”). The Court finds that (1)

Amedisys’ publication of the Notice by filing it with the SEC on Form 8-K and by

making it accessible on Amedisys’ corporate website, together with (2)


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publication of the Summary Notice in the national edition of Investor’s Business

Daily, USA Today, and in a press release issued over PR Newswire, meets the

requirements of Fed. R. Civ. P. 23.1 and constitutes valid, due, reasonable, and

sufficient notice of all matters relating to the Settlement.

10. All costs incurred in publishing the Notice shall be paid by the Company.

11. The Settling Parties and their representatives shall undertake administrative

responsibilities for providing notice to the Company’s shareholders as follows:

a. No later than __________ ____, 2013, Amedisys shall file a copy of the

Notice with the SEC on Form 8-K and make a copy of the Notice

accessible on Amedisys’ corporate website;

b. No later than _________ ____, 2013, the Company shall cause a copy of

the Summary Notice to be published once in the national edition of

Investor’s Business Daily, USA Today, and in a press release issued over

PR Newswire;

c. At least fourteen (14) days prior to the Settlement Hearing, Amedisys shall

file with the Court and serve on Co-Lead Counsel proof, by affidavit or

declaration, of such publication.

12. All proceedings in the Action, other than such proceedings as may be necessary to

carry out the terms and conditions of the Stipulation and the Settlement, are

hereby stayed and suspended until further Order of this Court. Until further Order

of the Court, Plaintiffs, the Company, Co-Lead Counsel, and all of the Company’s

shareholders, either directly, representatively, derivatively, or in any other

capacity, are barred and enjoined from commencing, prosecuting, instigating, or


- 5 -

in any way participating in the commencement or prosecution of any action or

proceeding in any court or tribunal asserting any of the Released Claims against

the Released Persons.

13. Any Amedisys shareholder may appear and show cause if he, she, or it has any

reason why the proposed Settlement of the Action should not be approved as fair,

reasonable, and adequate, or why the Judgment should not be entered thereon, or

why attorneys’ fees and expenses should not be awarded to Co-Lead Counsel;

provided, however, that no Amedisys shareholder shall be heard or entitled to

contest the approval of the terms and conditions of the proposed Settlement, or, if

approved, the Judgment to be entered thereon approving the same, or the

attorneys’ fees and expenses to be awarded to Co-Lead Counsel, unless that

person files and serves his, her, or its objection at least fourteen (14) days prior to

the date of the above referenced hearing, in accordance with the terms and

conditions for objecting set forth in the Notice.

14. If the Settlement provided for in the Stipulation shall be approved by the Court

following the Settlement Hearing, a Judgment shall be entered as described in the

Stipulation.

15. In the event that the Stipulation is not approved by the Court or the Settlement set

forth in the Stipulation is terminated, fails to become effective in accordance with

its terms, or is materially modified on appeal or remand, the Settling Parties shall

be restored to their respective positions in the Action as of May 7, 2013. In such

event, the terms and provisions of the Stipulation, with the exception of

paragraphs 3.1(h), 6.2, 6.3, and 7.14 therein, shall have no further force and effect


- 6 -

with respect to the Settling Parties and shall not be used in the Action or in any

other proceeding for any purpose, and any judgment or order entered by the Court

in accordance with the terms of the Stipulation shall be treated as vacated with

retroactive legal effect.

IT IS SO ORDERED.

DATED:___________________ ____________________________________ THE HONORABLE BRIAN A. JACKSON UNITED STATES DISTRICT JUDGE


EXHIBIT C




[PROPOSED] JUDGMENT AND ORDER

OF DISMISSAL WITH PREJUDICE

A hearing having been held before this Court on ______________ ____, 2013, pursuant

to the Court’s Order of ______________ ____, 2013 preliminarily approving the Settlement and

the form and manner of notice (the “Preliminary Approval Order”), upon the Stipulation of

Settlement entered into by the parties, dated as of June 24, 2013 (the “Stipulation”), providing

for the settlement of the above-captioned consolidated derivative actions, as set forth in Himmel

v. Borne, et al., Civ. A. No. 3:10-CV-00441-BAJ-CN, U.S.D.C. M.D. La, Wendland v. Borne, et

al., Civ. A. No. 3:10-CV-00468-BAJ-CN, U.S.D.C. M.D. La., Northumberland County Pension

Fund v. Borne, et al., Civ. A. No. 3:10-CV-00480-BAJ-CN, U.S.D.C. M.D. La., and Laborers’

District Council and Contractors’ Pension Fund of Ohio v. Amedisys, Inc., et al., Civ. A. No.


- 2 -

3:10-CV-00505-BAJ-CN, U.S.D.C. M.D. La. (together, the “Action”),1 which is incorporated

herein by reference; it appearing that due notice of said hearing has been given in accordance

with the Preliminary Approval Order; the respective parties having appeared by their attorneys of

record; the Court having heard and considered evidence in support of the proposed settlement

and dismissal with prejudice of the Action upon the terms and conditions set forth in the

Stipulation (the “Settlement”); the attorneys for the respective parties having been heard; and

opportunity to be heard having been given to all other persons requesting to be heard in

accordance with the Preliminary Approval Order; the Court having determined that notice to the

shareholders of Amedisys, Inc. (“Amedisys” or the “Company”) was adequate and sufficient;

and the entire matter of the proposed Settlement having been heard and considered by the Court;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this ___ day of

____________, 2013, that:

1. Unless otherwise defined herein, all capitalized terms shall have the meanings set

forth in the Stipulation.

2. Having considered the Settling Parties’ submissions, the Court hereby approves

the Settlement set forth in the Stipulation and finds that said Settlement is, in all

respects, fair, just, reasonable, and adequate to the Company and the Company’s

shareholders.

3. The Action and the Released Claims are dismissed with prejudice on the merits as

to all Settling Parties. All parties are to bear their own costs, except as explicitly

1 Neither the Consolidated Securities Class Actions nor the Consolidated ERISA Class Actions are part of the “Action” for purposes of this Order.


- 3 -

provided in the Stipulation and in this Judgment and Order of Dismissal With

Prejudice (“Judgment”).

4. The Court finds that the Stipulation and Settlement contained therein is fair, just,

reasonable, and adequate as to each of the Settling Parties, and that the Stipulation

and Settlement contained therein is hereby finally approved in all respects, and

the Settling Parties are hereby directed to perform its terms.

5. This Judgment shall not constitute any evidence of or admission by any of the

Settling Parties herein that any acts of wrongdoing have been committed by any

of the Settling Parties to the Action, or that any of the Settling Parties to the

Action have failed to perform any action that they were legally required to

undertake, and shall not be deemed to create any inference that there is any

liability therefrom.

6. The Court finds that the agreed upon attorneys’ fees and reimbursement of

expenses to Co-Lead Counsel of $445,000 is fair, reasonable, and appropriate

because the Settlement confers a substantial benefit on the Company and the

Company’s shareholders.

7. The Court further finds that the four (4) named Plaintiffs shall be awarded $5,000

each for their participation and efforts in the Action. Such payments shall be

deducted from the agreed upon Fee and Expense Amount set forth in paragraph 6,

herein.

8. As used in this Judgment and Order of Dismissal with Prejudice, the following

terms shall have the meanings set forth below:


- 4 -

a. “Released Claims” shall mean any and all claims (including “Unknown

Claims” as defined in ¶ 1.17 of the Stipulation), demands, rights, actions,

causes of action, liabilities, damages, losses, or obligations belonging to

Plaintiffs or the Company (whether asserted by the Company or any

Amedisys shareholder or any other person derivatively on behalf of the

Company), whether known or unknown, contingent or absolute, suspected

or unsuspected, disclosed or undisclosed, hidden or concealed, matured or

unmatured, that have been, or could have been, asserted in this Action or

in any court, tribunal, or proceeding (including, but not limited to, any

claims arising under federal or state law relating to alleged fraud, breach

of any duty, negligence, violations of the federal or state securities laws, or

otherwise) whether legal, equitable, or any other type or in any other

capacity against the Released Persons which have arisen, could have

arisen, arise now, or hereafter arise out of, or relate in any manner to, the

allegations, facts, events, transactions, acts, occurrences, statements,

representations, misrepresentations, omissions, or any series thereof,

embraced, involved, set forth, or otherwise related, directly or indirectly,

to the facts alleged in any and all complaints filed in this Action and any

filings or statements (including, but not limited to, public statements) by

any of the Released Persons in connection with the allegations in this

Action; provided, however, that “Released Claims” shall not be construed

to limit or release (i) any claims to enforce the terms of this Stipulation;

(ii) any claims by Amedisys or any of its present or former directors,


- 5 -

officers, or employees (or any other person or entity who is covered by the

relevant insurance policies) against the current or former insurers of

Amedisys; or (iii) any claims asserted in the Consolidated Securities Class

Actions or Consolidated ERISA Class Actions. It is the intent of the

Settling Parties that no action may hereafter be brought by the Company

or prosecuted derivatively on behalf of the Company which arises from or

relates to the subject matter of the Action, and the Judgment entered in the

Action will accordingly bar all Released Claims from being asserted

against the Released Persons by the Company or derivatively by any

Amedisys shareholder or any other person on the Company’s behalf.

b. “Released Persons” means the Individual Defendants in the Action and all

present and former directors, officers, employees, agents, and

representatives of the Company, including any of their family members,

Affiliates and associates, and each and all of their respective past or

present representatives, employees, attorneys, financial or investment

advisors, consultants, accountants, investment bankers, commercial

bankers, engineers, advisors or agents, heirs, executors, trustees, partners,

personal representatives, estates, administrators, predecessors, successors,

and assigns, but excluding the Company’s and Released Persons’ insurers.

9. Upon the Effective Date, the Plaintiffs, the Company, and any shareholder of the

Company claiming in the right of, or on behalf of the Company shall be deemed

to have, and by operation of this Judgment shall have, fully, finally, and forever

released, relinquished, and discharged the Released Claims (including Unknown


- 6 -

Claims) against the Released Persons and any and all claims arising out of,

relating to, or in connection with the defense, settlement or resolution of the

Action against the Released Persons. Nothing herein shall in any way impair or

restrict the rights of any of the Settling Parties to enforce the terms of the

Stipulation.

10. Upon the Effective Date, each of the Individual Defendants and their estates or

administrators, and the Company and its parent entities, affiliates, subsidiaries,

partnerships or joint ventures shall be deemed to have, and by operation of this

Judgment shall have, fully, finally, and forever released, relinquished, and

discharged Plaintiffs and Plaintiffs’ Counsel from all claims or demands arising

out of, relating to, or in connection with the institution, prosecution, assertion,

settlement, or resolution of the Action and/or the Released Claims.

11. Plaintiffs, the Company’s shareholders, and the Company are hereby forever

barred and enjoined from prosecuting the Released Claims against the Released

Persons.

12. The releases contained herein shall not be construed to limit or release (i) any

claims to enforce the terms of the Stipulation or (ii) any claims by Amedisys or

any of its present or former directors, officers, or employees (or any other person

or entity who is covered by the relevant insurance policies) against the current or

former insurers of Amedisys.

13. Any appeal from any order relating to the award of reasonable attorneys’ fees and

expenses or the incentive payments awarded to Plaintiffs or reversal or


- 7 -

modification thereof, shall not modify, terminate, or cancel the Settlement set

forth in the Stipulation, or affect or delay the finality of this Judgment.

14. The “Notice of Settlement of Amedisys, Inc. Derivative Litigation” and

“Summary Notice of Settlement of Amedisys, Inc. Derivative Litigation” issued

to the Company’s shareholders in accordance with the Preliminary Approval

Order provided adequate notice of these proceedings and of the matters set forth

therein, including the Settlement set forth in the Stipulation, to all Persons entitled

to such notice, and said notice met the requirements of the Due Process Clause of

the Fourteenth Amendment of the United States Constitution and any other

applicable laws.

15. Neither the Stipulation nor the Settlement, nor any act performed or document

executed pursuant to or in furtherance of the Stipulation or the Settlement,

including the entry of this Judgment: (i) is or may be deemed to be or may be

used as an admission of, or evidence of, the validity of any Released Claim, or of

any wrongdoing or liability of any of the Released Persons or the Company; or

(ii) is or may be deemed to be or may be used as an admission of, or evidence of,

any fault or omissions of any of the Released Persons or the Company in any

civil, criminal, or administrative proceeding in any court, administrative agency,

or other tribunal. The Released Persons and/or the Company may file the

Stipulation, the Preliminary Approval Order, and/or this Judgment in any action

that may be brought or is pending against the Released Persons and/or the

Company asserting any Released Claims in order to support a defense or

counterclaim based on principles of res judicata, collateral estoppel, release, good


- 8 -

faith settlement, judgment bar, or reduction, or any other theory of claim

preclusion, issue preclusion or similar defense or counterclaim, or to enjoin

further prosecution of any pending action. The Released Persons and/or the

Company also may file the Stipulation and/or this Judgment in any action that

may be brought by Plaintiffs against the Released Persons and/or the Company

asserting any individual or direct claims arising out of, relating to, or in

connection with the Settlement or resolution of the Action.

16. Without affecting the finality of this Judgment in any way, this Court reserves

jurisdiction over all matters relating to the administration and consummation of

the Settlement, including attorneys’ fees and expenses and the incentive payments

awarded to Plaintiffs.

17. In the event the Settlement does not become effective in accordance with the

terms of the Stipulation, or is materially modified on appeal or remand, then this

Judgment shall be rendered null and void to the extent provided by and in

accordance with the Stipulation and shall be vacated and, in such event, all orders

entered and releases delivered in connection herewith shall be null and void to the

extent provided by and in accordance with the Stipulation.

18. There being no just reason for delay, the Clerk of the Court is ordered to enter this

Judgment and Order of Dismissal with Prejudice forthwith.

IT IS SO ORDERED.

DATED:___________________ ____________________________________

THE HONORABLE BRIAN A. JACKSON UNITED STATES DISTRICT JUDGE


EXHIBIT D




NOTICE OF SETTLEMENT OF AMEDISYS, INC. DERIVATIVE LITIGATION

TO: ALL PERSONS WHO OWNED AMEDISYS, INC. COMMON STOCK FROM 2005 TO DATE (“AMEDISYS SHAREHOLDERS”)

PLEASE READ THIS NOTICE CAREFULLY.

THIS IS NOT A SOLICITATION.

This notice (the “Notice”) advises you of the proposed settlement (the “Settlement”) of derivative claims brought on behalf of Amedisys, Inc. (“Amedisys” or the “Company”) against certain of the Company’s current and former directors and officers in the above-captioned action (the “Action”). The parties to the Action have entered into a Stipulation of Settlement (the “Stipulation”), which is subject to Court approval. As detailed below, the parties believe that the proposed Settlement provides substantial benefits to the Company, and is in the best interests of the Company and its shareholders. If the Settlement is approved by the Court, all Released Claims against all of the Released Persons (as those terms are defined in the Stipulation and described in this Notice) will be fully, finally, and forever released, and will be dismissed with prejudice. Unless otherwise defined herein, all capitalized terms are as defined in the Stipulation.

A hearing (the “Settlement Hearing”) is scheduled to be held on _______________, 20__ at _______ __.m. before the Honorable Brian A. Jackson in Room ___ of the United States District Court for the Middle District of Louisiana, 777 Florida Street, Suite 139, Baton Rouge, Louisiana 70801, for the purposes of determining, among other issues, whether to: (i) approve the Settlement as fair, reasonable, adequate, and in the best interests of Amedisys and Amedisys


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Shareholders; (ii) dismiss the Derivative Action (as defined below) with prejudice and extinguish and release any and all Released Claims as against the Released Persons; (iii) approve the Fee and Expense Amount to Co-Lead Counsel; (iv) approve the Incentive Amount to Plaintiffs; and (v) consider such other matters as may properly come before the Court. This Notice summarizes the nature of the Action, the terms of the proposed Settlement, and your rights in connection with the Settlement and the Settlement Hearing. Nothing in this Notice constitutes a finding or view of the Court regarding the merits of the claims or defenses asserted by any party, the merits of the Settlement, or any other matter.

YOU SHOULD READ THE NOTICE CAREFULLY BECAUSE YOUR LEGAL RIGHTS MAY BE AFFECTED.

What is the Action About?

The Action1 includes shareholder derivative claims asserted in Himmel v. Borne, et al., Civ. A. No. 3:10-CV-00441-BAJ-CN, U.S.D.C. M.D. La, Wendland v. Borne, et al., Civ. A. No. 3:10-CV-00468-BAJ-CN, U.S.D.C. M.D. La., Northumberland County Pension Fund v. Borne, et al., Civ. A. No. 3:10-CV-00480-BAJ-CN, U.S.D.C. M.D. La., and Laborers’ District Council and Contractors’ Pension Fund of Ohio v. Amedisys, Inc., et al., Civ. A. No. 3:10-CV-00505-BAJ-CN, U.S.D.C. M.D. La. (together, the “Action”)2 by Northumberland County Pension Fund, Laborers’ District Council and Contractors’ Pension Fund of Ohio, Dan Himmel and Paula Wendland (the “Plaintiffs”), on behalf of themselves and derivatively on behalf of nominal defendant Amedisys. The Action seeks recovery on behalf of Amedisys based on claims that the Individual Defendants allegedly: (i) breached their fiduciary duty to exercise reasonable and prudent supervision over the management, policies, practices, and controls of the Company; (ii)

1 A derivative claim is a claim brought by a shareholder on behalf of a company, rather than on behalf of himself or the other shareholders of the company. The recovery sought in a derivative action is for the benefit of the company rather than directly for individual shareholders.

2 Four securities class actions were also filed against Amedisys and officers of the Company and consolidated by the Court for trial on October 21, 2010. They are: (a) Bach v. Amedisys, Inc., No. 10-395-BAJ-CN (filed July 16, 2010); (b) Isman v. Amedisys, Inc., No. 10-464-BAJ-CN (filed July 14, 2010); (c) Dvinsky v. Amedisys, Inc., No. 10-470-BAJ-CN (filed July 16, 2010); and (d) Brinkley v. Amedisys, Inc., No. 10-497-BAJ-CN (filed July 28, 2010) (collectively referred to as the “Consolidated Securities Class Actions”). There were also two ERISA actions filed against Amedisys and directors of the Company that were consolidated by the Court for trial on December 10, 2010. They are: (a) Corbin v. Amedisys, Inc., No. 10-642-BAJ-SCR (filed September 27, 2010); and (b) Galimba v. Amedisys, Inc., No. 10-732-BAJ-SCR (filed October 22, 2010) (collectively referred to as the “Consolidated ERISA Class Actions”). The Court consolidated the Consolidated Derivative Actions, the Consolidated Securities Class Actions and the Consolidated ERISA Class Actions on December 10, 2010 for pretrial purposes. On June 28, 2012, the Court entered an order dismissing the Consolidated Securities Class Actions. The Consolidated Securities Class Actions and the Consolidated ERISA Class Actions are not part of the “Action” for purposes of this Settlement.


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engaged in improper insider trading; (iii) issued false and misleading statements; (iv) grossly mismanaged the Company; (v) wasted corporate assets; and (vi) were unjustly enriched.

Specifically, Plaintiffs allege that: (i) the Individual Defendants breached their fiduciary duties because they authorized or caused the Company to engage in an allegedly fraudulent Medicare billing scheme by directing or incentivizing Amedisys employees to schedule medically unnecessary home therapy appointments solely to trigger additional reimbursements from Medicare; (ii) the Director Defendants breached their fiduciary duty of loyalty by allegedly failing to ensure that an adequate system of internal controls was in place; (iii) the Individual Defendants reviewed and allegedly approved false and/or misleading statements in Amedisys’ public filings with the Securities and Exchange Commission (“SEC”), earnings conference calls, and press releases; (iv) certain Individual Defendants engaged in allegedly improper insider trading; (v) the Individual Defendants “wasted” Amedisys assets approving allegedly undeserved incentive compensation to certain of its executive officers; and (vi) the Individual Defendants were unjustly enriched through their alleged wrongful acts and omissions.

The Individual Defendants have denied and continue to deny each and every one of the claims and contentions alleged in the Action and contend that the claims asserted against them in the Action are without merit. The Company has also denied and continues to deny each and all of the claims in the Action. The Company believes that the Individual Defendants at all relevant times acted in good faith, with due care, and in the best interests of the Company and the Company’s shareholders.

What Are the Terms of the Proposed Settlement?

The Company has agreed to implement certain corporate governance reforms intended to strengthen and improve the Company’s internal controls and Compliance and Ethics Program. For a comprehensive description of the terms of the proposed Settlement, please refer to the Stipulation and Brief in Support of Preliminary Approval, available on Robbins Arroyo LLP’s website at www.robbinsarroyo.com. As set forth in more detail in the Stipulation, the Settling Parties acknowledge and agree that the Action filed by Plaintiffs, and the negotiations leading to this Settlement were a substantial factor in the decisions by the Company to adopt, implement, enhance and/or maintain the corporate governance provisions, and that the Settlement provides a substantial benefit to the Company, including through enhancing the potential prevention and detection by Amedisys of potential violations of the law and Company policy. The terms of the proposed Settlement appear below.

A. Compliance and Ethics Committee

1. The Board of Directors (“Board”) shall establish a Compliance and Ethics Committee (“CEC”) of the Board responsible for overseeing the Company’s Compliance and Ethics Program.

2. The duties and responsibilities of the CEC shall include, among other things:

a. oversee and assist the Chief Compliance Officer with the design, implementation, and execution of the Company’s Compliance and Ethics Program;


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b. immediately raise to the entire Board material compliance and ethics issues as those issues are brought to the attention of the CEC;

c. report to the entire Board on at least an annual basis concerning material matters relating to the Company’s Compliance and Ethics Program, including, but not limited to, the implementation and effectiveness of the Compliance and Ethics Program; and

d. undertake to be reasonably knowledgeable about the content and operation of the Company’s Compliance and Ethics Program.

3. The CEC shall have the authority to engage independent counsel and other advisers, as it determines necessary or appropriate to carry out its duties, including but not limited to the consultant discussed in subsection B(1) below.

4. At least one director on the CEC shall have significant familiarity and experience with Medicare compliance. The Company, in its annual proxy statement to shareholders before each annual meeting, shall identify which director(s) on the CEC have significant familiarity and experience with Medicare compliance and the basis for that assertion.

B. Outside Review of Compliance and Ethics Program

1. Within six months of the issuance of an order approving this Settlement and again once two years thereafter, the CEC shall retain an outside consultant to conduct a comprehensive evaluation of the Company’s Compliance and Ethics Program.

2. The consultant’s duties shall consist of:

a. confirming that the Company’s Compliance and Ethics Program is consistent with the provisions of Section 8B2.1 of the Federal Sentencing Guidelines and the guidance set forth in the OIG Compliance Program Guidance for Home Health Agencies issued by the Office of Inspector General (OIG), Department of Health and Human Services; and

b. identifying what changes, if any, would be necessary for the Company to have an “effective” compliance and ethics program under the guidelines and guidance.

3. Upon completion of each evaluation of the Company’s Compliance and Ethics Program, the consultant shall report to the CEC its findings and recommendations, which the CEC as a whole shall, in good faith, consider and act upon as it determines appropriate.

C. Maintenance of Governance and Internal Controls

1. Except as provided otherwise in an agreement or settlement with a governmental agency, the Company shall implement the corporate governance and internal


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control changes provided for herein within 120 days following an order approving the settlement of this derivative litigation, and shall maintain the changes provided for herein for a minimum of three years following an order approving the settlement of this derivative litigation (“Effective Period”).

2. Except as provided otherwise herein or provided in an agreement or settlement with a governmental agency, the Company agrees to maintain during the Effective Period the following already existing corporate governance and internal controls:

a. The employment of a Chief Compliance Officer responsible for developing and implementing practices, policies, and procedures designed to ensure compliance with, inter alia, Federal health care program requirements and who would be responsible for reporting to the CEC at least quarterly, and more frequently if necessary. Such reports shall include instances, if any, of employee discipline carried out by the Company in accordance with the Company’s “zero tolerance” principle, as stated in the Company’s Employee Handbook.

b. The Company’s Code of Ethical Business Conduct (as it may be amended from time to time by the Board);

c. The charter for the Board’s Audit Committee (as it may be amended from time to time by the Board);

d. “[C]omprehensive controls over billing processes” and “processes and controls over coding, clinical operations, billing, patient recertifications and compliance” reasonably believed to be no less effective than those referenced in the Company’s 10-K filed March 12, 2013;

e. The Company’s practice of disciplining employees found to have intentionally circumvented the Company’s billing protocols or controls, or willfully violated any health care fraud and abuse laws or any provision of the Company’s Corporate Compliance Plan, intentionally disclosed protected health information or personally identifiable information, provided any false certification to the Company, or failed to report known violations, pursuant to the principle of “zero tolerance” as referenced in the Company’s Employee Handbook; and

f. Maintenance of an Employee Handbook that references the “zero tolerance” principle discussed above as well as other policies of the Company, which shall be distributed electronically to the Company’s employees on an annual basis.


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Information about the Settlement:

A. What Are the Reasons for the Settlement?

Plaintiffs believe that the Settlement, as set forth in the Stipulation, confers substantial benefits upon Amedisys and its shareholders. Plaintiffs believe that the relief achieved under the Settlement will strengthen and improve Amedisys’ existing Compliance and Ethics Program, assisting the Company in the potential prevention and detection of potential violations of the law and Company policy.

The Settlement has been achieved after the parties voluntarily mediated before an independent and neutral mediator on March 28, 2013 and after engaging in confirmatory discovery, including the significant review and analysis of over 6,000 pages of contemporaneous documents relating to the underlying claims. The detailed provisions of the Settlement reflect the results of intensive negotiations between the parties.

In recommending settlement at this time under the terms and conditions set forth in the Stipulation, Co-Lead Counsel have weighed the risks of further litigation against the substantial benefits that counsel were able to obtain for Amedisys pursuant to the Settlement.

B. What Attorneys’ Fees and Expenses and Incentive Amounts Will Be Paid?

An additional term of the Settlement is the parties’ agreement that Co-Lead Counsel will seek an award of attorneys’ fees not to exceed $445,000 (the “Fee and Expense Amount”), which shall include all attorneys’ fees and costs that may be due any counsel (or anyone else) who has asserted, or participated in the assertion of, derivative claims on behalf of Amedisys in any court. Any award of fees and expenses will be paid by the Company (or its insurer on its behalf). Co-Lead Counsel have been retained by their clients on a contingent fee basis and, thus, to date Co-Lead Counsel have not been paid for their legal services or reimbursed for the expenses they have incurred in connection with the litigation of the Action.

The Fee and Expense Amount for which Co-Lead Counsel will seek Court approval were the subject of arm’s-length negotiations among the Settling Parties, conducted with the assistance of an independent and neutral mediator, and these negotiations were conducted only after the principal terms of the proposed Settlement were agreed upon. The Company and its counsel had a detailed understanding of the litigation and the intensive negotiation process, the nature and extent of Co-Lead Counsel’s work throughout the litigation, and were able to call upon this knowledge in arriving at an agreed upon amount which all of the parties could support as fully reflective of the services of Co-Lead Counsel rendered to Amedisys. The Company has agreed to the Fee and Expense Amount of Co-Lead Counsel described above.

Further, Plaintiffs will seek Court approval of an incentive payment of up to $5,000 each for their participation and efforts in the Action. This Incentive Amount shall be paid from the attorneys’ fees and expenses awarded by the Court.


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C. What Will Happen at the Settlement Hearing?

The Court has scheduled a Settlement Hearing for ______, at _________ __.m. At or following the hearing, the court will determine whether the Settlement is fair, reasonable, and adequate, and determine whether to enter a final order approving the Settlement. The Court will also consider the matter of attorneys’ fees and reimbursement of expenses to Co-Lead Counsel and any incentive awards to Plaintiffs. The Court will also hear any objection any Amedisys shareholder may raise to any aspect of the Settlement at the hearing. Pending final determination of whether the Settlement should be approved, the Settling Parties and all Amedisys Shareholders (from 2005 to date) are each barred and enjoined from instituting or prosecuting any action that asserts any of the Released Claims against any Released Persons.

YOU ARE NOT REQUIRED TO PARTICIPATE IN OR ATTEND THE SETTLEMENT HEARING, BUT MAY DO SO IF YOU WISH. If you are a current Amedisys Shareholder and you wish to express an objection to any portion of the Settlement, you must send a signed letter or other signed written submission with proof of your current ownership of Amedisys common stock, stating that you object to the Settlement of the Action in Bach, et al. v. Amedisys, Inc., et al., No. 3:10-cv-00395-BAJ-CN. You must include your name, address, telephone number, how many Amedisys shares you currently own, the date(s) on which you acquired those shares, the most recently available brokerage statement evidencing such ownership, a detailed description of your specific objections relating to the Settlement before the Court, all the grounds for your objections, whether you intend to attend the hearing, and any documents you wish the Court to consider. Mail the objection and any supporting papers to the Court and each of the attorneys listed at the addresses provided below postmarked no later than ____________________. YOUR OBJECTION MUST BE IN WRITING AND POSTMARKED BY THIS DATE TO BE CONSIDERED. If your objection is not sent in a timely manner, the Court may deem it waived and may not consider it.

Court Co-Lead Counsel

Co-Lead Counsel

Co-Lead Counsel

Defense Counsel

Clerk of the Court United States District Court for the Middle District of Louisiana 777 Florida St. Suite 139 Baton Rouge, Louisiana 70801

Stuart J. Guber COHEN, PLACITELLA & ROTH PC Two Commerce Square 2001 Market Street Suite 2900 Philadelphia, PA 19103

Kevin A. Seely ROBBINS ARROYO LLP 600 B Street Suite 1900 San Diego, CA 92101

J. Gerard Stranch, IV BRANSTETTER, STRANCH & JENNINGS PLLC 227 Second Avenue North Fourth Floor Nashville, Tennessee 37201

Michael R. Smith KING & SPALDING LLP1180 Peachtree Street N.E. Atlanta, GA 30309


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The Court will consider your written objection whether or not you choose to attend the Settlement hearing. You may also choose to retain your own lawyer at your own expense to represent you with respect to any objections you may have. If you or your lawyer would like to speak at the Settlement Hearing, in addition to your objection, described above, you must send a letter to the Clerk of the Court, Co-Lead Counsel, and Defense Counsel, at the addresses provided above, stating that you intend to appear and speak at the Settlement Hearing. The letter must include the names of any witnesses you may call to testify and must identify any documents you intend to introduce into evidence at the Settlement Hearing. Your letter must be postmarked no later than __________________. The date of the Settlement Hearing is subject to change without further published notice to Amedisys Shareholders. If you or your lawyer intend to attend the Settlement Hearing, you should confirm the date and time with Co-Lead Counsel.

D. What is the Effect of the Court’s Approval of the Settlement?

The full terms of the dismissal of Released Claims are set forth in the Stipulation. The following is only a summary. Upon the Effective Date, the Releasing Parties (who include Plaintiffs, individually and derivatively on behalf of Amedisys, and the Amedisys Shareholders), will fully, finally, and forever release all Released Claims against the Released Persons (who include all Settling Defendants, their family members, and others acting on their behalf), and the Individual Defendants and the Company will fully, finally, and forever release Plaintiffs and Co-Lead Counsel from all claims or demands relating to or arising out of, or in connection with the institution, prosecution, assertion, settlement, or resolution of the Action and/or the Released Claims.

“Released Claims” shall mean any and all claims (including “Unknown Claims” as defined in ¶ 1.17 of the Stipulation), demands, rights, actions, causes of action, liabilities, damages, losses, or obligations belonging to Plaintiffs or the Company (whether asserted by the Company or any Amedisys Shareholder or any other person derivatively on behalf of the Company), whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, that have been, or could have been, asserted in the Action or in any court, tribunal, or proceeding (including, but not limited to, any claims arising under federal or state law relating to alleged fraud, breach of any duty, negligence, violations of the federal or state securities laws, or otherwise) whether legal, equitable, or any other type or in any other capacity against the Released Persons which have arisen, could have arisen, arise now, or hereafter arise out of, or relate in any manner to, the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions, or any series thereof, embraced, involved, set forth, or otherwise related, directly or indirectly, to the facts alleged in any and all complaints filed in this Action and any filings or statements (including, but not limited to, public statements) by any of the Released Persons in connection with the allegations in the Action; provided, however, that “Released Claims” shall not be construed to limit or release (i) any claims to enforce the terms of the Stipulation; (ii) any claims by Amedisys or any of its present or former directors, officers, or employees (or any other person or entity who is covered by the relevant insurance policies) against the current or former insurers of Amedisys; or (iii) any claims asserted in the Consolidated Securities Class Actions or Consolidated ERISA Class Actions. It is the intent of the Settling Parties that no action may hereafter be brought by the Company or prosecuted derivatively on behalf of the Company which arises from or relates to the subject matter of the Action, and the Judgment entered in the


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Action will accordingly bar all Released Claims from being asserted against the Released Persons by the Company or derivatively by any Amedisys Shareholder or any other person on the Company’s behalf.

By operation of the Judgment, the Releasing Parties shall have waived any and all provisions, rights, and benefits conferred by California Civil Code § 1542 and by any law of any state or territory in the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code § 1542 which provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

E. How Do You Get More Information about the Action and the Settlement?

This Notice summarizes the Settlement. The Stipulation sets forth the complete terms of the Settlement. In addition, Co-Lead Counsel will file with the Court papers in support of final approval of the Settlement and an award of attorneys’ fees no later than ___________. You can view these documents, as well as other relevant documents filed in connection with the Settlement of the Action, by inspecting the papers filed in the Action at the office of the Clerk of Court, United States District Court of the Middle District of Louisiana, 777 Florida St., Suite 139, Baton Rouge, Louisiana 70801, during normal business hours, or by requesting a copy of the relevant documents from Co-Lead Counsel (at the addresses provided above). You can also view the Stipulation, the Verified Consolidated Shareholder Derivative Complaint, and other documents pertaining to the Settlement on Robbins Arroyo LLP’s website at www.robbinsarroyo.com. If you have questions about the Settlement, you may contact the Co-Lead Counsel listed above and Darnell Donahue at (800) 350-6003.

PLEASE DO NOT CALL THE COURT OR AMEDISYS REGARDING THIS NOTICE.

Date: ___________________


EXHIBIT E




SUMMARY NOTICE OF SETTLEMENT OF

AMEDISYS, INC. DERIVATIVE LITIGATION

TO: ALL PERSONS WHO OWNED AMEDISYS, INC. COMMON STOCK FROM 2005 TO DATE (“AMEDISYS SHAREHOLDERS”)

YOU ARE HEREBY NOTIFIED that the parties to the above-captioned consolidated

derivative actions, as set forth in Himmel v. Borne, et al., Civ. A. No. 3:10-CV-00441-BAJ-CN,

U.S.D.C. M.D. La, Wendland v. Borne, et al., Civ. A. No. 3:10-CV-00468-BAJ-CN, U.S.D.C.

M.D. La., Northumberland County Pension Fund v. Borne, et al., Civ. A. No. 3:10-CV-00480-

BAJ-CN, U.S.D.C. M.D. La., and Laborers’ District Council and Contractors’ Pension Fund of

Ohio v. Amedisys, Inc., et al., Civ. A. No. 3:10-CV-00505-BAJ-CN, U.S.D.C. M.D. La.

(together, the “Action”),1 have reached a settlement (the “Settlement”) to resolve issues raised in

1 Four securities class actions were also filed against Amedisys and officers of the Company and consolidated by the Court for trial on October 21, 2010. They are: (a) Bach v. Amedisys, Inc., No. 10-395-BAJ-CN


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the Action (capitalized terms are defined in the Stipulation of Settlement dated June 24, 2013

(“Stipulation”)).

PLEASE BE FURTHER ADVISED that pursuant to an Order of the United States

District Court for the Middle District of Louisiana (the “Court”), a hearing (the “Hearing”) will

be held before the Honorable Brian A. Jackson in the United States District Court for the Middle

District of Louisiana, 777 Florida Street, Suite 139, Baton Rouge, Louisiana 70801, at _____

__.m., on ________________ ____, 2013 to determine whether (i) the proposed settlement

should be approved by the Court as fair, reasonable, adequate, and in the best interests of

Amedisys, Inc. (“Amedisys” or the “Company”) and Amedisys shareholders; (ii) the Action

should be dismissed with prejudice and all Released Claims against the Released Persons should

be released and extinguished; (iii) the Court should award attorneys’ fees and expenses to

Plaintiffs’ Co-Lead Counsel; and (iv) to consider such other matters as may properly come

before the Court. The Hearing may be continued by the Court at the Hearing, or at any

adjourned session thereof without further notice.

The Action and Settlement address claims alleging that certain current and former

directors and officers of Amedisys breached their fiduciary duties by failing to implement and/or

maintain adequate internal controls over the Company’s operations and disclosure, by making or

approving false statements to the Company’s shareholders, by engaging in insider trading, and

(filed July 16, 2010); (b) Isman v. Amedisys, Inc., No. 10-464-BAJ-CN (filed July 14, 2010); (c) Dvinsky v. Amedisys, Inc., No. 10-470-BAJ-CN (filed July 16, 2010); and (d) Brinkley v. Amedisys, Inc., No. 10-497-BAJ-CN (filed July 28, 2010) (collectively referred to as the “Consolidated Securities Class Actions”). There were also two ERISA actions filed against Amedisys and directors of the Company that were consolidated by the Court for trial on December 10, 2010. They are: (a) Corbin v. Amedisys, Inc., No. 10-642-BAJ-SCR (filed September 27, 2010); and (b) Galimba v. Amedisys, Inc., No. 10-732-BAJ-SCR (filed October 22, 2010) (collectively referred to as the “Consolidated ERISA Class Actions”). The Court consolidated the Consolidated Derivative Actions, the Consolidated Securities Class Actions and the Consolidated ERISA Class Actions on December 10, 2010 for pretrial purposes. On June 28, 2012, the Court entered an order dismissing the Consolidated Securities Class Actions. The Consolidated Securities Class Actions and the Consolidated ERISA Class Actions are not part of the “Action” for purposes of this Summary Notice.


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by wasting Amedisys’ assets by approving excessive executive compensation. The Actions

further allege that certain defendants were unjustly enriched at the Company’s expense. The

Defendants deny and continue to deny all allegations of wrongdoing and deny that they have any

liability on the claims asserted in the Actions.

As part of the Settlement, Amedisys has agreed to adopt and/or maintain certain

corporate governance reforms as set forth in the Stipulation. The terms and conditions of the

proposed Settlement are set forth in the Stipulation. The Stipulation has been filed with the

Court and is also available for viewing on the website of Robbins Arroyo LLP

(http://www.robbinsarroyo.com/notices.html).

Plaintiffs’ Co-Lead Counsel will request Court approval of the agreed upon attorneys’

fees and expenses in an amount not to exceed $445,000, which shall include all attorneys’ fees

and costs that may be due any counsel (or anyone else) who has asserted, or participated in the

assertion of, derivative claims on behalf of Amedisys in any court. Any award of fees and

expenses will be paid by the Company (or its insurer on its behalf). To date, Plaintiffs’ Co-Lead

Counsel have neither received any payment for their services in conducting the Action, nor have

counsel been reimbursed for their out-of-pocket expenses incurred. Plaintiffs will also seek

Court approval of an incentive payment of up to $5,000 each for their participation and efforts in

the Action. This Incentive Amount shall be paid from the attorneys’ fees and expenses awarded

by the Court. If the Settlement is approved, the Action will be dismissed with prejudice and the

Defendants will be released by Plaintiffs, Amedisys, and its shareholders from all claims that

were or could have been alleged in the Action.

If you are an Amedisys Shareholder, you may have certain rights in connection with the

proposed settlement. A full Notice of Settlement has been filed by Amedisys with the Securities


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and Exchange Commission on Form 8-K and made accessible on Amedisys’ corporate website at

http://www.amedisys.com/. If you are a current Amedisys shareholder and do not take steps to

appear in this Action or to object to the Settlement, you will be bound by the Court’s Judgment

and Order of Dismissal, you will forever be barred from raising an objection to such Settlement

in this or any other action or proceeding, and certain claims that you might have may be released.

PLEASE DO NOT TELEPHONE THE COURT OR AMEDISYS REGARDING THIS

NOTICE.

s/__________________________________ By Order of the Court CLERK OF THE COURT


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