EMPLOYMENT AGREEMENT

Exhibit 10.8

EMPLOYMENT AGREEMENT

between

AMEDISYS, INC.

and

William F. Borne

April 1, 2005

TABLE OF CONTENTS

Attachments

A – Restricted Areas

LIST OF DEFINED TERMS

Act – Section 4.3(a)
Agreement – Introductory paragraph
Base Salary – Section 4.1
Board – Section 2
BORNE – Introductory paragraph
Business – Clause A of Recitals
Cause – Section 3.2
Change of Control – Section 3.5
COBRA – Section 4.5(d)
Code – Section 4.6
Commencement Date – Section 3.1
Company – Introductory paragraph
Confidential Information – Section 6.1
Disability – Section 4.5(h)
Disabled – Section 4.5(h)
Excess Parachute Payment – Section 4.6
Exchange Act – Section 3.5(a)
Good Reason – Section 3.7
Incumbent Board – Section 3.5(b)
Initial Term – Section 3.1
NASDAQ – Section 4.3(a)
NMS/NASDAQ – Section 4.3(a)
Restricted Areas – Section 7
Strategic Transaction – Section 3.5(c)
successor – Section 10.1
Term – Section 3.8

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) is entered into as of the 1st day of April, 2005, by and between AMEDISYS, INC. , a Delaware corporation (the “ Company ”) and William F. Borne (“ BORNE ”).

R E C I T A L S :

          A. The Company owns, manages and/or operates agencies and facilities for the provision of home health nursing care services (the “ Business ”).

          B. BORNE is employed by the Company as its Chief Executive Officer.

          C. The Company and BORNE enter into this Agreement to set forth the terms and conditions for BORNE’s continued employment by the Company.

          NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

      1.  Recitations . The above recitations are incorporated herein by this reference.

      2.  Performance of Duties . BORNE shall serve as the Chief Executive Officer of the Company and shall perform such duties as are usually performed by the chief executive officer of health care companies of a business similar in size and scope as the Company and such other additional duties as may be assigned to him from time to time by the Company’s Board of Directors (the “ Board ”) which are reasonable and consistent with the expectations of the Company and the Company’s operations, taking into account BORNE’s expertise and job responsibilities, including but not limited to, adherence to internal compliance and governmental and regulatory rules, regulations and applicable laws. BORNE shall report directly to the Board.

          2.1 Board Membership . Until the expiration of the Term or earlier termination of this Agreement, the Company shall use its reasonable best efforts, to the extent not inconsistent with applicable laws, rule, regulations, and good governance standards, to nominate and cause the election of BORNE to the Board and to the Board’s Executive Committee, if one is constituted. If BORNE is not elected to the Board at any time prior to the expiration of the Term or earlier termination hereof, BORNE shall be entitled to terminate this Agreement by notice pursuant to Section 11.8 hereof and receive the severance compensation as determined in Section 4.4(a) hereof.

          2.2 Devotion of Time .

               (a) BORNE agrees to devote full time and attention to the business and affairs of the Company to the extent necessary to discharge his duties and responsibilities hereunder and to use reasonable best efforts to perform faithfully and efficiently such duties and responsibilities.

               (b) BORNE shall not serve on the board of directors of any other company whose securities are registered the Securities Exchange Act of 1934 without the prior written approval of the Board.

               (c) BORNE shall report periodically to the Board (no less frequently than on an annual basis) on his other business activities, if any.

      3.  Term of Employment; Termination; Extension .

          3.1 Term of Employment . This Agreement shall begin on April 1, 2005 (the “ Commencement Date ”) and expire on March 31, 2008 (the “ Initial Term ”), subject to extension pursuant to Section 3.8 or earlier termination as otherwise set forth in this Agreement.

          3.2 Termination of Employment by the Company for Cause . The Company may terminate BORNE’s employment hereunder for Cause (as defined herein) without any obligation to pay severance compensation under Section 4.4 to BORNE. For purposes of this Agreement, “ Cause ” shall be defined as follows:

               (a) a material default or breach by BORNE of any of the provisions of this Agreement materially detrimental to the Company which, if capable of cure, is not cured within thirty (30) days following written notice thereof;

               (b) actions by BORNE constituting fraud, embezzlement or dishonesty which result in a conviction of a criminal offense not overturned on appeal;

               (c) intentionally furnishing materially false, misleading, or omissive information to the Board or any committee of the Board, that is materially detrimental to the Company;

               (d) actions constituting a breach of the confidentiality of the Business and/or trade secrets of the Company which is materially detrimental to the Company; or

               (e) willful failure to follow reasonable and lawful directives of the Board which are consistent with BORNE’s job responsibilities and performance which, if capable of cure, is not cured within thirty (30) days following written notice thereof.

          3.3 Termination Without Cause . The Company shall have the right to terminate BORNE’s employment hereunder without Cause at any time upon thirty (30) days prior written notice to BORNE, in which event the Company shall be obligated to pay the severance compensation in accordance with Section 4.4(a).

          3.4 Termination by BORNE . BORNE may terminate his employment hereunder upon thirty (30) days prior written notice to the Company pursuant to Section 11.8. Such notice shall set forth in sufficient detail for the Company to understand the nature of the facts underlying said termination by BORNE.

          3.5 Termination After a Change of Control . (x) Upon the occurrence of a Change of Control (as defined herein) if such Change of Control occurs prior to (i) BORNE’s receiving a written notice of termination by the Company for Cause or (ii) the Company’s receiving a written notice of termination from BORNE pursuant to Section 3.4 or Section 3.7, and (y) prior to the second anniversary of the date on which the Change of Control occurs, either (A) BORNE’s employment hereunder (or by the acquiring or surviving entity) is terminated without Cause by the Company (or by the acquiring or surviving entity) or (B) (i) there has been

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a material reduction in BORNE’s compensation, or (ii) other than as a result of his Disability (as defined herein), there has been a material reduction in BORNE’s duties and authority, which in the case of (i) or (ii) of this clause (y)(B) is not resolved within thirty (30) days after BORNE provides notice thereof and BORNE thereafter elects to terminate his employment hereunder, BORNE shall be entitled to receive the severance compensation in accordance with Section 4.4(b). “ Change of Control ” is defined as the date on which any of the following occurs:

               (a) The acquisition by any person, entity or “group” within the meaning of § 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty-one (51%) percent or more of either the then outstanding shares of the Company’s common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; provided however, purchase by underwriters in a firm commitment public offering of the Company’s securities or any securities purchased for investment only by professional investors shall not constitute a Change of Control;

               (b) The individuals who serve on the Board as of the Commencement Date (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided, however, any person who becomes a director subsequent to the Commencement Date, whose election or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall for purposes of this Agreement be considered as if such person was a member of the Incumbent Board; or

               (c) The requisite approval by the Company’s shareholders of: (i) a merger, reorganization or consolidation (a “ Strategic Transaction ”) whereby the Company’s shareholders immediately prior to such approval will not, pursuant to the terms of the definitive agreement providing for the Strategic Transaction, own immediately after consummation of the Strategic Transaction more than 50% of the combined voting power of the surviving entity’s then outstanding voting securities entitled to vote generally in the election of directors; or (ii) the liquidation or dissolution of the Company; or (iii) the sale of all or substantially all of the assets of the Company.

Provided, however, there can be no Change of Control for purposes of this Agreement resulting from a filing for relief under the federal bankruptcy laws, whether the filing seeks a reorganization under Chapter 11 of the Bankruptcy Act or otherwise.

        3.6 Death or Disability of BORNE . BORNE’s employment hereunder shall terminate on the date of his death or the date on which the Company terminates his employment pursuant to Section 4.5(h) as a result of his Disability.

        3.7 Termination for Good Reason by BORNE . Borne may terminate his employment hereunder by written notice to the Company for Good Reason. For purposes hereof, “ Good Reason ” shall mean (a) the Company reduces Borne’s Base Salary without his consent (it being understood and agreed that the reduction in his monthly Base Salary paid by the Company by the amount received by Borne under any disability insurance paid for by the Company as provided in Section 4.5(h) shall not be considered a reduction of his Base Salary for purposes hereof); (b) the Company materially defaults in any of its obligations under this Agreement and such default is not cured within thirty (30) days following the Company’s written notice thereof

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from Borne, which notice specifies in detail the material default alleged by Borne; (c) the Company requires Borne to relocate on a permanent basis to a location more than fifty (50) miles away from his present place of employment; or (d) the Company substantially reduces Borne’s job responsibilities.

     3.8 Automatic Extension . This Agreement shall be automatically extended for a one year period at the end of the Initial Term (the Initial Term and such extension pursuant to this Section 3.8, the “ Term ”), unless either party provides written notice of termination to the other party at least six (6) months prior to the expiration of the Initial Term.

     3.9 Cessation of Power . In the event of the expiration of the Term or earlier termination hereof, BORNE will cease to have any power of his position as of the effective date of the termination.

      4.  Compensation .

          4.1 Base Salary . The Company shall pay to BORNE a base salary at the annual rate of $400,000.00 (the “ Base Salary ”). Notwithstanding anything herein to the contrary, the Board shall have the sole discretion at any time and from time to time to increase the Base Salary, which increase shall be reflected in a written amendment to this Agreement. The Base Salary shall be payable in installments consistent with the Company’s normal payroll schedule, in effect from time to time, subject to applicable withholding and other taxes.

          4.2 Bonus .

               (a) At the end of each fiscal year of the Company until the expiration of the Term or earlier termination of this Agreement, BORNE shall be entitled to receive a bonus equal to a percentage of BORNE’s then current Base Salary, payable on terms which shall be at the discretion of the Board, and only if certain performance based criteria established by the Board in its discretion for the related fiscal year of the Company and made known to BORNE are met. BORNE shall be entitled to a bonus under this Section 4.2 equal to (i) one hundred (100%) percent of his then current Base Salary if the target established by the Board for the performance based criteria for the related fiscal year of the Company is met, (ii) a percentage of his then current Base Salary less than one hundred (100%) percent if the threshold (less than the target) established by the Board, but not the target, for the performance based criteria for the related fiscal year of the Company is met, and (iii) a percentage of his then current Base Salary greater than one hundred (100%) percent if the target established by the Board for the performance based criteria for the related fiscal year of the Company is exceeded (the percentages or range of percentages for clauses (ii) and (iii) to be established by the Board for the related fiscal year). Notwithstanding anything herein to the contrary, the Board may, in its discretion, pay a bonus to BORNE in excess of the amount that may be earned pursuant to this Section 4.2.

               (b) If BORNE’s employment hereunder is terminated pursuant to Section 3.2 or Section 3.4 prior to the end of a fiscal year of the Company, BORNE shall not be entitled to receive any bonus under this Section 4.2 for such fiscal year. If BORNE’s employment hereunder is terminated for any other reason prior to the end of a fiscal year of the Company and if BORNE is entitled to receive a bonus under this Section 4.2 for such fiscal year based on the performance criteria, and the threshold, target and percentages, established by the

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Board for such fiscal year, the amount of such bonus shall be equal to the applicable percentage times the portion of the then current Base Salary paid to BORNE for such fiscal year through the date on which his employment terminated. Such bonus shall be paid on the date that payment thereof would otherwise have been made to BORNE had his employment not been terminated.

          4.3 Annual Long-Term Equity Incentive Awards .

               (a)  Annual Awards . Annually until the expiration of the Term or earlier termination of this Agreement, the Board shall, in its discretion, make long-term equity incentive awards to BORNE having a target level based on the median market for comparable awards to chief executive officers of other companies determined by the Board to have similar attributes for purposes hereof. The Board may retain one or more third party consultants on a periodic basis to advise it regarding the median market for purposes hereof. All long-term equity incentive awards pursuant to this Section 4.3(a), to the extent they constitute securities, shall be “restricted securities” as that term is defined under the Securities Act of 1933, as amended (the “ Act ”) and the rules and regulations promulgated thereunder. BORNE hereby represents that all long-term equity incentive awards pursuant to this Section 4.3(a) will be acquired for investment purposes and not with a view to any resale, redistributions except in accordance with the Act.

               (b)  Vesting, Etc . All such long-term equity incentive awards made pursuant to this Section 4.3 shall vest and be eligible for distribution to BORNE in equal amounts of one-third of the total award on each of the first, second and third anniversary dates of any such award if BORNE remains employed by the Company on the applicable anniversary date. In the event the long-term equity incentive award is an option to acquire securities of the Company, such option shall be exercisable within ten (10) years after the date of the award, but in no event more than one (1) year after the date on which BORNE’s employment by the Company terminates, upon