Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2023, Amedisys, Inc. (the "Company") entered into a Separation
Agreement and General Release (the "Separation Agreement") with Christopher T.
Gerard, the Company's former President and Chief Executive Officer, in
connection with the previously disclosed termination of Mr. Gerard without cause
on November 17, 2022.
Pursuant to the Separation Agreement and in accordance with the Amedisys
Holding, L.L.C. Severance Plan for the Chief Executive Officer, Mr. Gerard will
be entitled to a cash payment of $4,050,000, equal to two times his annual base
salary plus target bonus for the 2022 fiscal year (the "Severance Payment").
Under the terms of the Separation Agreement, which contains a release of claims
against the Company, Mr. Gerard may revoke the Separation Agreement for a period
of seven days after January 9, 2023, the date Mr. Gerard executed the Separation
Agreement. The Separation Agreement will not become effective and enforceable
until the seven-day revocation period has ended. The Severance Payment is
subject to forfeiture and clawback if Mr. Gerard breaches any of the provisions
of the Separation Agreement.
Also on January 9, 2023, Mr. Gerard resigned from the Board of Directors of the
Company, effective immediately.
The above description of the terms of the Separation Agreement is not complete
and is qualified by reference to the complete document, which will be filed by
the Company with the Company's Quarterly Report on Form 10-Q for the quarter
ending March 31, 2023.
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