Power of Attorney

0001179022-11-000034.txt : 20110516 0001179022-11-000034.hdr.sgml : 20110516 20110516115334 ACCESSION NUMBER: 0001179022-11-000034 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110512 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Causby David A CENTRAL INDEX KEY: 0001520571 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15669 FILM NUMBER: 11844591 MAIL ADDRESS: STREET 1: 3350 RIVERWOOD PARKWAY SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30339 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENTIVA HEALTH SERVICES INC CENTRAL INDEX KEY: 0001096142 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 364335801 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: 3350 RIVERWOOD PARKWAY STREET 2: SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709516450 MAIL ADDRESS: STREET 1: 3350 RIVERWOOD PARKWAY STREET 2: SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: OLSTEN HEALTH SERVICES HOLDING CORP DATE OF NAME CHANGE: 19991001 3 1 edgar.xml PRIMARY DOCUMENT X0203 3 2011-05-12 0 0001096142 GENTIVA HEALTH SERVICES INC GTIV 0001520571 Causby David A 3350 RIVERWOOD PKWY, SUITE 1400 ATLANTA GA 30339 0 1 0 0 SVP, Pres - Home Health Div. Common stock 49661.437 D Common stock 183 I by spouse Employee stock option (right to buy) 18.22 2016-03-31 Common stock 3200 D Employee stock option (right to buy) 16.62 2016-12-07 Common stock 6500 D Employee stock option (right to buy) 19.52 2017-01-05 Common stock 8000 D Employee stock option (right to buy) 18.54 2018-01-15 Common stock 20000 D Employee stock option (right to buy) 26.43 2019-02-03 Common stock 25000 D Employee stock option (right to buy) 25.61 2017-01-06 Common stock 9700 D Employee stock option (right to buy) 26.58 2018-01-05 Common stock 16600 D The number reported consists of the following: (i)1,801.437 shares held under the Issuer's Employee Stock Purchase Plan, (ii) 1,600 shares of restricted stock that vest 100% on 1/6/2013, (iii) 8,400 shares of restricted stock that vest 100% on 1/5/2014, (iv) 34,400 shares of restricted stock that vest 100% on 11/15/2015, (v) performance share units representing 800 shares, which are subject to forfeiture if the reporting person separates from service with the Issuer for any reason other than certain stated events prior to the end of fiscal year 2012 , and (vi) 2,660 shares held directly by the reporting person. The options are fully vested and exercisable as of the date of this report. The options vest over four years, with 50% vesting on the second and 25% vesting on each of the third and fourth anniversaries of the date of grant, January 15, 2008. The options vest over four years, with 50% vesting on the second and 25% vesting on each of the third and fourth anniversaries of the date of grant, February 3, 2009. The options vest over four years, with 50% vesting on the second and 25% vesting on each of the third and fourth anniversaries of the date of grant, January 6, 2010. The options vest over three years, with one third of the options vesting on each of the first, second and third anniversaries of the date of grant, January 5, 2011. Exhibit Index: Exhibit 24 - Power of Attorney Clayton Coley, by power of attorney 2011-05-16 EX-24 2 causbypoa.htm POWER OF ATTORNEY Power of Attorney
POWER OF ATTORNEY

KNOW BY ALL THESE PRESENT, that the undersigned hereby constitutes and appoints each of Tony Strange, Eric R. Slusser, John N. Camperlengo, Barry J. Armstrong, David Brown and Clayton Coley his/her true and lawful attorney-in-fact to:

1. Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Gentiva Health Services, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

2. Do and perform any and all acts for on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

3. Take any other action of any type whatsoever in connection with the foregoing, which in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney dated as of today, shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issues by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed.

Date: May 9, 2011

/s/ David A. Causby
Name: David A. Causby