8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

November 12, 2008

Date of Report (Date of earliest event reported)

GENTIVA HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-15669	36-4335801
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

3 Huntington Quadrangle, Suite 200S, Melville, New York 11747-4627

(Address of principal executive offices)

(631) 501-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)  The information set forth in Item 5.02 (c) is incorporated by reference herein.

(c)  On November 18, 2008, the Registrant announced that, effective January 1, 2009, Tony Strange will become the Company’s Chief Executive Officer and a Director in addition to his current role as President and Chief Operating Officer.  The Company’s current Chief Executive Officer, Ron Malone, will continue to be employed as Chairman of the Company  The copy of the press release containing this information is filed as Exhibit 99 to this report and incorporated by reference herein.

The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K (17 CFR 229.401(b), (d), (e) and 229.4.4(a)) is included in the Company’s Annual Proxy Statement for the last annual meeting, dated April 3, 2008, and is incorporated herein by reference.

(e)  On November 12, 2008, the Registrant entered into a new employment agreement (the “Employment Agreement”) and a new change in control agreement (the “Change in Control Agreement”) with Ronald A. Malone, its Chairman and Chief Executive Officer.  The Employment Agreement supersedes the employment agreement previously entered into between the Registrant and Mr. Malone on March 22, 2004, and the Change in Control Agreement supersedes the change in control agreement also previously entered into between the Registrant and Mr. Malone on March 22, 2004.  The Employment Agreement and the Change in Control Agreement are each summarized below, and the summaries are qualified in their entirety by reference to the Employment Agreement and the Change in Control Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated by reference herein.

Employment Agreement

The term of the Employment Agreement will end on December 31, 2009 unless terminated earlier as set forth in the agreement.  During the employment period, Mr. Malone will serve as Chairman and Chief Executive Officer of the Registrant.  However, the Registrant, in its sole discretion, may direct that Mr. Malone will, at any time after December 31, 2008, serve only as Chairman of the Company for the remainder of the employment period.  Mr. Malone will receive (i) a base salary of not less than $750,000 per year and (ii) an annual bonus, based on the achievement of target levels of performance, with target bonus equal to 100 percent of his base salary.  So long as Mr. Malone remains employed through December 31, 2009, his annual bonus for 2009 will not be less than 75% of his base salary.  Mr. Malone will also receive customary benefits, perquisites, reimbursement of expenses and indemnification.

In the event Mr. Malone’s employment is terminated as a result of his death or disability, he or his estate will be entitled to receive his earned but unpaid salary, vested benefits, earned but unpaid annual bonus for the calendar year preceding the calendar year of termination, an

amount equal to his annual target bonus prorated on a daily basis through the date of termination and accelerated vesting of his accrued pension and deferred compensation benefits.  In addition, in the event his employment is terminated as a result of his death, Mr. Malone's widow will be entitled to receive six months’ base salary.  In the event Mr. Malone's employment is terminated by the Registrant for cause (as defined below) or by him without good reason (as defined below), he will be entitled to receive earned but unpaid salary and vested benefits and will not be entitled to severance benefits.  In the event Mr. Malone's employment is terminated by the Registrant without cause or by him for good reason, he will be entitled to earned but unpaid salary, vested benefits, the severance benefits described below, accelerated vesting of his accrued pension and deferred compensation benefits, full vesting of his options and other equity-based awards, earned but unpaid annual bonus for the calendar year preceding the calendar year of termination and continued medical benefits for a period equal to the lesser of two years or until he is provided substantially similar benefits by another employer (the Registrant will also provide reimbursement for health benefit premiums, up to a maximum amount set forth in the agreement, for the period beginning on the second anniversary of the date of termination of employment and ending on the earlier of the date Mr. Malone is eligible for substantially similar health benefit coverage from a subsequent employer or the date he becomes eligible for Medicare).  The severance benefits will be an amount equal to (i) in the case of termination of Mr. Malone’s employment prior to January 1, 2009, the sum of (A) his base salary from the end of the employment period through December 31, 2008, (B) two times his base salary (and no bonus for 2009 shall be payable), (C) the amount of his annual bonus earned in accordance with the terms of the annual plan for calendar year 2008, which annual bonus shall not be less than 75% of his base salary for 2008, and (D) amount equal to $225,000, and (ii) if Mr. Malone’s termination of employment occurs during calendar year 2009, the sum of (A) his base salary from the end of the employment period through December 31, 2009, (B) the amount of his annual bonus earned in accordance with the terms of the annual plan for calendar year 2009, which annual bonus shall not be less than 75% of his base salary for 2009, and (C) amount equal to $225,000.  Except as otherwise provided in the Employment Agreement, the severance benefits will generally be paid in a lump sum sixty days after termination of employment, except that $225,000 of such severance benefits will be paid in monthly installments over fifteen months following termination of employment.  Mr. Malone is required to sign a release of claims as a condition to receiving severance benefits under the agreement.  Mr. Malone will not be entitled to severance benefits under the Employment Agreement if he receives severance payments under the Change in Control Agreement.

Under the Employment Agreement, termination for “cause” means a termination of Mr. Malone’s employment due to his conviction of a felony or any act of willful fraud, dishonesty or moral turpitude.  Termination for “good reason” means a termination of employment by Mr. Malone prior to December 31, 2009, within 90 days following: (A) a change in his titles (other than in connection with his ceasing to serve as Chief Executive Officer and continuing as Chairman), (B) the removal of Mr. Malone from, or the failure to re-elect him as a member of, the board of directors, (C) a reduction in Mr. Malone’s annual base salary (other than any reduction therein which is in proportion to reductions in the base

salaries of all of the Registrant’s executive officers, unless, however, such proportionate reduction exceeds 20% of his base salary), (D) the assignment by the Registrant to Mr. Malone of duties and responsibilities that are materially inconsistent with his position as Chairman and Chief Executive Officer of the Registrant or Chairman of the Registrant, as the case may be (it being understood that a material diminution in his position, duties or responsibilities will not constitute good reason), (E) a material breach by the Registrant of any other provision of the Employment Agreement, or (F) a failure by the Registrant to obtain the assumption of the obligations contained in the Employment Agreement by any successor.

So long as Mr. Malone’s employment continues through December 31, 2009, all equity-based compensation awards, to the extent outstanding and held by him on December 31, 2009, will become vested in full on December 31, 2009, and any stock options held by him may be exercised until December 31, 2011 (but not beyond the original full term of the option).  In the event Mr. Malone cannot exercise any such stock options during a period of time after December 31, 2009 because such an exercise would violate an applicable law, such stock options may be exercised until March 31, 2012 (but not beyond the original full term of the option).

In the event Mr. Malone’s employment continues through December 31, 2009, he will provide consulting services to the Registrant during the period beginning at the end of the employment period and ending fifteen (15) months thereafter.  Such consulting services will be commensurate with his status and experience as the former Chairman and Chief Executive Officer of the Registrant.  Mr. Malone will also assist the Registrant in the transition in management and provide such additional services as and when reasonably requested.  The Registrant will pay Mr. Malone $15,000 per month for such consulting services.

In the event that Mr. Malone’s employment continues through December 31, 2009, he (and, to the extent applicable, his dependents) will be entitled to continue participation in the Registrant’s health benefit plans until the earlier of the 18-month anniversary of the end of the employment period or the date that he becomes eligible for substantially similar health benefit coverage from a subsequent employer.  The Registrant will also provide reimbursement for health benefit premiums, up to a maximum amount set forth in the agreement, for the period beginning on the 18th month anniversary of the date of termination of employment and ending on the earlier of the date Mr. Malone is eligible for substantially similar health benefit coverage from a subsequent employer or the date he becomes eligible for Medicare.

The Employment Agreement restricts Mr. Malone's ability to engage in competition with the Registrant during his employment and for the twenty-four months after termination of his employment. It also contains confidentiality provisions and provisions for non-solicitation of the Registrant’s employees and clients.

The Employment Agreement is intended to comply with Section 409A of the Internal Revenue Code to the extent applicable, and it provides for deferral of payment of amounts

treated as deferred compensation for purposes of Section 409A for six months following Mr. Malone’s separation from service, to the extent required by Section 409A.

Change in Control Agreement

The term of the Change in Control Agreement will end on December 31, 2009 unless terminated earlier as set forth in the agreement.  The Change in Control Agreement provides for the payment of severance benefits if Mr. Malone’s employment is terminated within a protection period by the Registrant not for cause (as defined below) or by Mr. Malone for good reason (as defined below).  A protection period is the period beginning on the date of a change in control (as defined in the agreement) and ending on December 31, 2009.  Under the Change in Control Agreement, termination for “cause” means a termination of Mr. Malone’s employment due to his conviction of a felony or any act of willful fraud, dishonesty or moral turpitude.  Good reason is defined as: (i) a reduction in Mr. Malone’s annual base salary (other than a reduction which is in proportion to reductions in the base salaries of all the Registrant’s executive officers, unless such reduction exceeds 20% of his annual base salary); (ii) a material diminution in his title, position, duties and responsibilities or the assignment by the Registrant to him of duties and responsibilities that are materially inconsistent with his position; (iii) a failure by the Registrant to assign to Mr. Malone the duties, responsibilities and obligations customarily assigned to individuals serving as chairman of the board of directors of comparable companies; (iv) failure of the Registrant to maintain certain plans providing benefits that are not materially less favorable than those provided prior to the change in control or the taking of any action that adversely affects or reduces his right to certain benefits enjoyed by Mr. Malone prior to the change in control (a reduction in benefits under the Registrant’s tax-qualified retirement, pension or savings plans, life insurance plan, health and dental plan, disability plans or other insurance plans which applies equally to all plan participants and has a de minimis effect on him will not constitute good reason); (v) a material breach by the Registrant of the Employment Agreement; (vi) failure of the Registrant to obtain the assumption of obligations of the agreement by any successor; or (vii) a purported termination of employment by the Registrant without cause which is not effected pursuant to a written notice of termination as described in the agreement.

The severance benefits provided under the Change in Control Agreement are as follows:  (i) base salary (payable in accordance with standard payroll practices), together with base salary in lieu of unused accrued vacation (payable ten business days after termination of employment); (ii) two and a half (2.5) times the sum of Mr. Malone’s annual base salary (the higher of the annual base salary in effect at the date of termination or the date of the change in control) and the higher of Mr. Malone’s target annual bonus for the year of termination or the target annual bonus for the year of the change in control (payable in a lump sum ten business days after termination of employment); (iii) (A) for a period equal to the lesser of two years or until Mr. Malone is provided substantially comparable benefits by another employer, insurance coverage for Mr. Malone and his dependents no less favorable than the Registrant’s life, disability, health, dental or other welfare benefit plans or programs (the Registrant will also provide reimbursement for health benefit premiums, up to a maximum amount set forth

in the agreement, for the period beginning on the second anniversary of the date of termination of employment and ending on the earlier of the date Mr. Malone is eligible for substantially similar health benefit coverage from a subsequent employer or the date he becomes eligible for Medicare); (iv) full vesting of all equity awards held by Mr. Malone and continued exercisability of stock options for three years following such termination of employment (but not beyond the original full term of the stock option); and (v) full vesting of all of Mr. Malone’s benefits accrued under the pension, retirement, savings and deferred compensation plans.  Mr. Malone shall also be entitled to the benefits described above if his employment with the Registrant is terminated by the Registrant (other than for cause) within one year prior to the date on which a change in control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect a change in control or (ii) otherwise arose in connection with or anticipation of a change in control.  If Mr. Malone is entitled to benefits under this agreement, he shall not be entitled to severance benefits otherwise payable under his Employment Agreement or any other severance plan or policy of the Registrant.

If any payment, distribution or benefit provided under the Change in Control Agreement is subject to an excise tax imposed by Section 4999 of the Internal Revenue Code or any corresponding provisions of state or local tax law, then Mr. Malone will be entitled to receive a gross-up payment in an amount such that after payment by him of all taxes (including any excise tax, income tax or employment tax) and any interest or penalties imposed with respect to such taxes, he retains from the gross-up payment an amount equal to the excise tax and any interest or penalties imposed upon the payments.  However, if it shall be determined that Mr. Malone is entitled to a gross-up payment, but that the portion of the payments due to him that would be treated as “parachute payments” under Section 280G of the Code do not exceed by more than $25,000 the greatest amount that could be paid to him such that the receipt of the payments would not give rise to any excise tax, then no gross-up payment shall be made to Mr. Malone and the amount payable under the Change in Control Agreement will be reduced so that the payments are not considered “parachute payments.”  Notwithstanding any other provision of the Change in Control Agreement, in the event a change in control occurs after March 24, 2009 (other than pursuant to an acquisition agreement entered into by the Registrant and the acquiror on or prior to March 24, 2009), the amount of any gross-up payment resulting from such change in control shall be no greater than $1 million.

In the event of a dispute or contest under the Change in Control Agreement, the Registrant will reimburse Mr. Malone for reasonable legal fees and expenses incurred in the dispute if Mr. Malone substantially prevails in the dispute or contest.

The Change in Control Agreement is intended to comply with Section 409A of the Internal Revenue Code to the extent applicable, and it provides for deferral of payment of amounts treated as deferred compensation for purposes of Section 409A for six months following Mr. Malone’s separation from service, to the extent required by Section 409A.

Item 9.01.                                Financial Statements and Exhibits.

(d)           Exhibits.  The following exhibits are filed herewith:

Exhibit No.	Description
10.1	Employment Agreement, dated as of November 12, 2008, between the Registrant and Ronald A. Malone.
10.2	Change in Control Agreement, dated November 12, 2008, between the Registrant and Ronald A. Malone.
99	Press Release, dated November 18, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  November 18, 2008

GENTIVA HEALTH SERVICES, INC.

By:  /s/ Stephen B. Paige  

       Name:  Stephen B. Paige

       Title:    Senior Vice President,

                    General Counsel and Secretary

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of November 12, 2008, by and between GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the “Company”), and RONALD A. MALONE (“Executive”).

WITNESSETH:

WHEREAS, the Company desires that Executive continue to serve as Chairman and Chief Executive Officer of the Company as set forth herein and Executive is willing to continue to serve in those capacities;

WHEREAS, the Company and Executive wish to enter into a new agreement embodying the terms of his continued employment (the “Agreement”); and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company and Executive hereby agree as follows:

1.Employment.  Upon the terms and subject to the conditions of this Agreement, the Company hereby agrees to employ Executive and Executive hereby agrees to his employment by the Company until December 31, 2009 unless this Agreement is sooner terminated as set forth herein.  The period during which Executive is employed pursuant to this Agreement shall be referred to as the “Employment Period.”

2.Position and Duties.

(a)Position.  During the Employment Period, Executive shall serve as Chairman and Chief Executive Officer of the Company and shall be nominated for election, and if so elected, shall serve as a member of the Board of Directors of the Company (the “Board”); provided, however, that the Company, in its sole discretion, may direct that Executive will, at any time after December 31, 2008, serve only as Chairman of the Company for the remainder of the Employment Period on the terms, and subject to the conditions, set forth herein.  In addition, Executive shall serve in such other position or positions with the Company and its subsidiaries commensurate with his position and experience, as the Board shall from time to time specify.  Executive acknowledges that the nature of his duties shall require reasonable domestic travel from time to time.

(b)Duties.  During the portion of the Employment Period during which he is serving as Chairman and Chief Executive Officer of the Company, Executive shall have the duties, responsibilities and obligations customarily assigned to individuals serving as the chairman and chief executive officer of comparable companies.  During the portion of the Employment Period, if any, during which he is serving only as Chairman of the Company, Executive shall have the duties, responsibilities and obligations assigned to him by the Board; provided, however, that no such duties, responsibilities or obligations shall be inconsistent with his status as Chairman of the Company.  During the Employment Period, Executive shall have such other duties, responsibilities and obligations as the Board shall from time to time specify.  Executive shall devote his full time to the services required of him hereunder, except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability, and shall use his best efforts, judgment, skill and energy to perform such services in a manner consonant with

the duties of his position and to improve and advance the business and interests of the Company and its subsidiaries; provided however, that during any portion of the Employment Period during which Executive is serving only as Chairman of the Company, he shall devote substantially all of his time to the services hereunder (except for vacation time and reasonable periods of absence due to sickness, personal injury or other disability), and, in all events, Executive shall devote such time to the services hereunder as reasonably requested by the Company.  Nothing contained in this Section 2 shall preclude Executive from (i) serving on the board of directors of any business corporation, unless such service would be contrary to applicable law, with prior approval from the Board, (ii) serving on the board of, or working for, any charitable or community organization, or (iii) pursuing his personal financial and legal affairs, so long as such activities, individually or collectively, do not interfere with the performance of Executive’s duties hereunder or violate any of the provisions of Section 6 hereof.

3.Compensation.

(a)Base Salary.  During the Employment Period the Company shall pay Executive a base salary at the annual rate of $750,000 per annum.  The annual base salary payable under this Section shall be reduced, however, to the extent Executive elects to defer such salary under the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company or any other arrangement acceptable to the Company.  The Board (or the appropriate committee of the Board) shall annually review Executive’s base salary in light of competitive practices, the base salaries paid to other executive officers of the Company and the performance of Executive and the Company, and may, in its discretion, increase such base salary by an amount it determines to be appropriate.  Any such increase shall not reduce or limit any other obligation of the Company hereunder.  Executive’s base salary (as set forth or as may be increased from time to time) shall not be reduced, except that Executive’s base salary may be reduced in proportion to comparable reductions in the base salaries of the Company’s executive officers (as determined for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended).  Executive’s annual base salary payable hereunder, as it may be increased (or reduced as set forth above) from time to time and without reduction for any amounts deferred as described above is referrer to herein as “Base Salary.”  The Company shall pay Executive the portion of his Base Salary not deferred in accordance with the Company’s payroll practices applicable to its other executive officers.

(b)Annual Bonus.  For each fiscal year ending during the Employment Period, Executive shall have the opportunity to receive an annual bonus (“Annual Target Bonus Opportunity”), based on the achievement of target levels of performance, equal to 100% of his Base Salary, so long as Executive is employed on the last day of the fiscal year.  Depending on actual results as measured against the performance objectives established, Executive’s actual bonus payment may range from zero to a maximum of 150% (or such other greater amount as determined by the Board or a committee thereof) of Executive’s Base Salary for each full fiscal year during the Employment Period; provided, however, that, so long as Executive remains employed through December 31, 2009, Executive’s annual bonus for 2009 will not be less than 75% of his Base Salary for 2009.

The actual bonus, if any, payable for any such year shall be determined in accordance with the terms of the Company’s Executive Officers’ Bonus Plan (the “Annual Plan”) or any successor plan, based upon the performance of the Company and/or Executive against target

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objectives established under such Annual Plan.  The determination of whether and to what extent the requisite performance objectives have been met shall be made by the Board or the Board committee responsible for administering the Annual Plan, whose determination shall be final.  Subject to Executive’s election to defer all or a portion of any annual bonus payable hereunder pursuant to the terms of any deferred compensation or savings plan or arrangement maintained or established by the Company, any annual bonus payable under this Section 3(b) shall be paid to Executive in accordance with the terms of the Annual Plan; provided, however, any portion of Executive’s annual bonus which would not be deductible to the Company pursuant to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall be deferred; provided further, however, that Executive’s annual bonus for 2009 shall be paid to him in a single lump sum, subject to Section 10(o) below, on March 17, 2010.  Any portion of Executive’s annual bonus which is deferred in accordance with this Section 3 because it would otherwise not be deductible due to Section 162(m) of the Code shall be paid to Executive in a single lump sum, subject to Section 10(o) below, ten (10) days following Executive’s “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)) with the Company for any reason and shall be credited with interest, on a compounded basis, on the last day of each calendar quarter, at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of each such calendar quarter.

4.Benefits, Perquisites and Expenses.

(a)Benefits.  During the Employment Period, Executive shall be eligible to participate in (i) each welfare benefit plan sponsored or maintained by the Company (other than, except for severance benefits set forth in Section 5 below, severance plans), including, without limitation, each group life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of the Company, and (ii) each pension, retirement, deferred compensation, savings or employee stock purchase plan sponsored or maintained by the Company, and (iii) to the extent of any awards made from time to time by the Board committee administering the plan, each stock option, restricted stock, stock bonus or similar equity-based compensation plan sponsored or maintained by the Company, in each case, whether now existing or established hereafter, and (iv) any other plans sponsored or maintained by the Company in which other executive officers are eligible to participate, to the extent that Executive is eligible to participate in any such plan under the generally applicable provisions thereof.  Nothing in this Section 4(a) shall limit the Company’s right to amend or terminate any such plan in accordance with the procedures set forth therein.

(b)Perquisites.  During the Employment Period, Executive shall be entitled to at least four weeks’ paid vacation annually and shall also be entitled to receive such perquisites as are generally provided to other executive officers of the Company in accordance with the then current policies and practices of the Company.

(c)Business Expenses.  During the Employment Period, the Company shall pay or reimburse Executive for all reasonable expenses incurred or paid by Executive in the performance of Executive’s duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may require and in accordance with the generally applicable policies and procedures of the Company.

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(d)Indemnification.  The Company shall defend Executive, indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s good faith performance as an officer, director or employee of the Company or any of its subsidiaries or in any other capacity, including any fiduciary capacity, in which Executive serves at the request of the Company to the maximum extent permitted by applicable law and the Company’s Restated Certificate of Incorporation and By-Laws.  Such obligations shall include payment of all fees, costs and expenses, including attorney’s fees, incurred as a result of such claim, loss or cause of action.  The Company shall also maintain D&O insurance for the benefit of Executive with the same coverage, limits, terms and conditions as maintained for other directors and officers of the Company from time to time, and such coverage shall remain in effect for a period of six years following the end of the Employment Period.

5.Termination of Employment.

(a)Early Termination of the Employment Period.  Notwithstanding Section 1, the Employment Period shall end upon the earliest to occur of (i) a termination of Executive’s employment on account of Executive’s death, (ii) a termination due to Executive’s Disability, (iii) Termination for Cause, (iv) a Termination Without Cause, (v) a Termination for Good Reason, or (vi) a Termination Not for Good Reason.

(b)Benefits Payable Upon Early Termination.  Following the end of the Employment Period pursuant to Section 5(a), Executive (or, in the event of his death, his surviving spouse, if any, or his estate) shall be paid the type or types of compensation determined to be payable in accordance with the following table at the times established pursuant to Section 5(c):

	Earned Salary	Vested Benefits	Severance Benefits	Additional Benefits
Termination due to death	Payable	Payable	Not payable	Available
Termination due to Disability	Payable	Payable	Not payable	Available
Termination for Cause	Payable	Payable	Not payable	Not available
Termination for Good Reason	Payable	Payable	Payable	Available
Termination Without Cause	Payable	Payable	Payable	Available
Termination Not for Good Reason	Payable	Payable	Not payable	Not Available

In the event that his employment terminates due to death, his widow will receive six months’ Base Salary to be paid in a lump sum 10 days following the end of his Employment Period.

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(c)Timing of Payments.  Earned Salary (as defined below) shall be paid in cash in a single lump sum 10 days following the end of the Employment Period.  Vested Benefits shall be payable in accordance with the terms of the plan, policy, practice, program, contract or agreement under which such benefits have been awarded or accrued.  Severance Benefits shall be paid, subject to Section 10(o) below, (i) in the case of amounts other than those set forth in clauses (i)(C), (i)(D), (ii)(B) and (ii)(C) of the definition thereof, in a single lump sum cash payment sixty (60) days after the Executive’s termination, (ii) in the case of amounts set forth in clauses (i)(C) and (ii)(B) of the definition thereof, an estimate of such amounts shall be made by the Company at the time of termination of employment and such estimate shall be paid sixty (60) days after such termination of employment, and the actual amount shall be determined at the time annual bonuses are determined for other participants under the Annual Plan and any additional amount payable to Executive shall be paid no later than March 15 of the year following termination of employment and any excess amount paid to Executive over the actual amount owing shall be paid by Executive to the Company no later than March 15 of the year following termination of employment, and (iii) in the case of amounts set forth in clauses (i)(D) and (ii)(C) of the definition thereof, such amount shall be paid in fifteen (15) equal monthly installments of $15,000 each, the first two of which shall, subject to Section 10(o) below, be paid on the second monthly anniversary of the date of termination of employment, and each of the next thirteen of such installments shall be paid monthly commencing on the third monthly anniversary of the date of termination of employment and continuing on each of the following twelve monthly anniversaries thereof.  Additional Benefits shall be provided or made available at the times specified below as to each such Additional Benefit.

(d)Definitions.  For purposes of Sections 5 and 6, capitalized terms have the following meanings:

“Additional Benefits” means, if Executive’s employment terminates due to death or in a Termination due to Disability, the benefits described in subclauses (i), (iv) and (v) below, or if the Executive’s employment is terminated in a Termination Without Cause or a Termination for Good Reason, the benefits described in subclauses (i), (ii), (iii) and (iv) below:

(i)           All of the Executive’s benefits accrued under any pension, retirement, savings and deferred compensation plans of the Company shall become vested in full; provided, however, that to the extent such accelerated vesting of benefits cannot be provided under one or more of such plans consistent with applicable provisions of the Code, such benefits shall be paid to Executive outside the applicable plan in a lump sum, subject to Section 10(o) below, sixty (60) days after the date of termination of employment; provided, further, however, that, to the extent any such unvested benefit constitutes deferred compensation for purposes of Section 409A of the Code, the payment of such deferred compensation shall instead be made at the time it was otherwise scheduled to be paid under the applicable plan;

(ii)           Executive (and, to the extent applicable, his dependents) will be entitled to continue participation in all of the Company’s medical, dental and vision care plans (the “Health Benefit Plans”), until the 24-month anniversary of the end of the Employment Period; provided that Executive’s participation in the Company’s Health Benefit Plans shall cease on any earlier date that Executive be-

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comes eligible for substantially similar benefits from a subsequent employer.  Executive’s participation in the Health Benefit Plans will be on the same terms and conditions (including, without limitation, any contributions that would have been required from Executive) that would have applied had Executive continued to be employed by the Company.  To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide a comparable benefit under another plan or from the Company’s general assets.  So long as Executive has not become eligible for substantially similar health benefit coverage from a subsequent employer, for the period beginning on the 24-month anniversary of the end of Employment Period and ending on the earlier of the date Executive is eligible for substantially similar health benefit coverage from a subsequent employer or the date he becomes eligible for Medicare, the Company will reimburse Executive’s premium cost for health benefit plan coverage (to the extent such coverage is substantially similar to the coverage provided from time to time under the Health Benefit Plans of the Company for senior executives of the Company) up to a monthly amount equal to the sum of (i) the monthly contribution the Company would have made toward the premium cost of such coverage had Executive remained covered under the Company’s Health Benefit Plans, and (ii) $417, and such reimbursement shall be made within thirty (30) business days following presentment to the Company by Executive of a receipt for such payment of such premiums by him;

(iii)           In the case of any options to purchase Company stock or other equity-based awards granted to Executive by the Company, notwithstanding any provision in the applicable award agreements to the contrary, such stock options or awards shall become vested in full at the time of termination of Executive’s employment, and any such stock options may be exercised until December 31, 2011 (but not beyond the original full term of the option), and in the event Executive cannot exercise any such stock options during a period of time after December 31, 2009 because such an exercise would violate an applicable federal, state, local or foreign law, such stock options may be exercised until March 31, 2012 (but not beyond the original full term of the option);

(iv)           The amount, if any, of Executive’s annual bonus earned, but unpaid, in accordance with the terms of the Annual Plan for the calendar year immediately preceding the year of termination of employment shall be paid, subject to Section 10(o) below, to Executive on the date such annual bonus is paid to other participants for such year in accordance with the terms of the Annual Plan; and

(v)           An amount equal to Executive’s Annual Target Bonus Opportunity for the year of  Termination due to death or Termination due to Disability prorated on a daily basis through the date of termination of employment, paid, subject to Section 10(o) below, in a single lump sum cash payment sixty (60) days after Executive’s Termination due to death or Termination due to Disability, as the case may be.

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“Disability” means long-term disability within the meaning of the Company’s long-term disability plan or program, or, in the absence of such a plan or program, as defined in Section 22 of the Code.

“Earned Salary” means any Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends pursuant to Section 5(a) (other than Base Salary deferred pursuant to Executive’s election, as provided in Section 3(a) of (b) hereof).

“Severance Benefits” means an amount equal to (i) in the case of termination of the Executive’s employment prior to January 1, 2009, the sum of (A) Executive’s Base Salary from the end of the Employment Period through December 31, 2008, (B) two times Executive’s Base Salary (and no bonus for 2009 shall be payable), (C) the amount of Executive’s annual bonus earned in accordance with the terms of the Annual Plan for calendar year 2008 (but without any requirement that he remain employed through the end of the year or the payment date), which annual bonus shall not be less than 75% of his Base Salary for 2008, and (D) amount equal to $225,000, and (ii) if Executive’s termination of employment occurs during calendar year 2009, the sum of (A) the Executive’s Base Salary from the end of the Employment Period through December 31, 2009, (B) the amount of Executive’s annual bonus earned in accordance with the terms of the Annual Plan for calendar year 2009 (but without any requirement that he remain employed through the end of the year or the payment date), which annual bonus shall not be less than 75% of his Base Salary for 2009, and (C) amount equal to $225,000; provided, however, that Severance Benefits and Additional Benefits shall not be payable under this Agreement to the Executive if the termination of Executive’s employment results in the payment of severance benefits under Executive’s Change in Control Agreement with the Company dated of even date herewith.

“Termination for Cause” means a termination of Executive’s employment by the Company due to (i) Executive’s conviction of a felony, or (ii) any act of willful fraud, dishonesty or moral turpitude.

“Termination for Good Reason” means a termination of Executive’s employment by Executive prior to December 31, 2009, within 90 days following, without Executive’s written consent and subject to the timely notice requirement and the Company’s opportunity to cure set forth below, (A) a change in Executive’s titles from those described in Section 2 hereof (other than in connection with Executive ceasing to serve as Chief Executive Officer of the Company and continuing as Chairman, as set forth in Section 2 above), (B) the removal of Executive from, or the failure to re-elect Executive as a member of, the Board, (C) a reduction in Executive’s annual Base Salary (other than any reduction therein which is in proportion to reductions in the base salaries of all of the Company’s executive officers, as contemplated by Section 3(a) hereof, unless, however, such proportionate reduction exceeds 20% of Executive’s Base Salary), (D) the assignment by the Company to Executive of duties and responsibilities that are materially inconsistent with his position as Chairman and Chief Executive Officer of the Company or Chairman of the Company, as the case may be (it being understood by the parties hereto that a material diminution in Executive’s position, duties or responsibilities shall not constitute “Good Reason” hereunder), (E) a material breach by the Company of any other provision

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of this Agreement, or (F) a failure by the Company to obtain the assumption of the obligations contained in this Agreement by any successor as contemplated in Section 10(d) below.  It shall be a condition precedent to Executive’s right to terminate employment for Good Reason that (i) Executive shall first have given the Company written notice that an event or condition constituting Good Reason has occurred and specifying in reasonable detail the circumstances constituting such Good Reason within thirty (30) days after such occurrence, and (ii) a period of thirty (30) days from and after the giving of such written notice shall have elapsed without the Company having effectively cured or remedied such occurrence during such 30-day period.

“Termination Not for Good Reason” means a termination of Executive’s employment by Executive (other than a Termination for Good Reason) by Executive providing at least sixty (60) days’ advance written notice to the Company of the effective date of such termination.

“Termination Without Cause” means any termination of Executive’s employment by the Company prior to December 31, 2009 other than a Termination for Cause, a Termination on account of Executive’s death, or a Termination due to Executive’s Disability.

“Vested Benefits.” means amounts which are vested or which Executive is otherwise entitled to receive under the terms of or in accordance with any plan, policy, practice or program of, or any contract or agreement with, the Company or any of its subsidiaries, at or subsequent to the end of the Employment Period without regard to the performance by Executive of further services or the resolution of a contingency.

(e)Full Discharge of Company Obligations.  Except as expressly provided in the last sentence of this Section 5(e), the amounts payable to Executive pursuant to this Section 5 following termination of his employment (including amounts payable with respect to Vested Benefits) shall be in full and complete satisfaction of Executive’s rights under this Agreement and any other claims he may have in respect of his employment by the Company or any of its subsidiaries.  Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon Executive’s receipt of such amounts, the Company shall be released and discharged from any and all liability to Executive in connection with this Agreement or otherwise in connection with Executive’s employment with the Company and its subsidiaries.  As prior conditions to the receipt of any Additional Benefits and/or Severance Benefits payable pursuant to this Section 5, (i) Executive shall have executed and delivered within fifty (50) days after termination of his employment and shall not have revoked within the statutory revocation period, a release of claims in form and substance satisfactory to the Company (but not inconsistent with the terms of this Agreement), and (ii) Executive shall have resigned from the Board and all officer and director positions with the Company, its subsidiaries and affiliates.  Nothing in this Section 5(e) shall be construed to release the Company from its commitment to indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action as described in Section 4(d).

6.Noncompetition and Confidentiality.  By and in consideration of the Base Salary and miscellaneous benefits to be provided by the Company hereunder, including particularly the severance arrangements set forth herein, Executive agrees that:

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(a)Noncompetition.  Executive acknowledges that the Company and its subsidiaries conduct business throughout the United States and the District of Columbia and that his duties to Company relate to some or all of these territories and to some or all business lines of the Company.  During the Employment Period and during the twenty-four (24) month period following the end of the Employment Period, Executive shall not, directly or indirectly, perform or provide any executive management or business consulting services for a Competitive Business.  For this purpose, a “Competitive Business” means a corporation, firm or other enterprise which (i) is in the home healthcare business on a national or regional geographical basis and directly competes with any Company business that has at least $25 million in annual revenue and (ii) has at least $25 million in annual revenue in such business.  Ownership for investment purposes of up to 5% of the capital stock of any such competing company shall not be deemed to be in conflict with Executive’s obligations hereunder.

(b)Confidentiality.  Except as may be required by the lawful order of a court or agency of competent jurisdiction, or applicable law, or except to the extent that Executive has express authorization from the Company, Executive agrees to keep secret and confidential indefinitely all non-public information (including, without limitation, information regarding litigation and pending litigation and any information that may be subject to attorney-client privilege) concerning the Company, its subsidiaries and affiliates (collectively, the “Company Group”) which was acquired by or disclosed to Executive during the course of Executive’s employment with the Company, and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way.  Such non-public information shall include, but not be limited to, the following:

(i)Confidential and proprietary information which the Company Group has compiled to identify, develop and service its clients and customers, including “negative research” to identify those entities who have not subscribed to the services of the Company and its subsidiaries;

(ii)information which the Company Group has compiled concerning the operations of the clients and customers of the Company and its subsidiaries, including key contacts within the clients’ and customers’ business, familiarity with special needs and customer characteristics, workers’ compensation information, billing rates, profit margins, sales volumes, and other sensitive financial information; and

(iii)information which the Company Group has compiled concerning the employees and labor force at the Company and its subsidiaries, including compilations of their names, addresses, job skills, employment histories and employment records to the extent such information constitutes a “trade secret” of the Company under applicable law and is not otherwise readily available to the general public.

Upon termination of Executive’s employment, Executive shall promptly deliver to the Company all materials of a confidential nature relating to the business of the Company and its subsidiaries and which are Executive’s possession or control.  To the extent that Executive obtained informa-

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tion on behalf of the Company or any subsidiary or affiliate that may be subject to attorney-client privilege, Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(c)Non-Solicitation and Non-Hire of Employees.  During the Employment Period and the twenty-four (24) month period following the end of the Employment Period, Executive shall not directly or indirectly, for his own benefit or that of any other person, hire or offer any employment in a similar field or business association to any of the Company’s employees, agents or representatives or suggest or in any way encourage, any of the Company’s employees, agents or representatives to terminate their employment or business association with the Company.  For purposes of this subparagraph, the term “employees, agents or representatives” includes only individuals who are or were employees, agents or representatives of the Company during the six-month period ending at the end of the Employment Period.

(d)Non-Solicitation of Clients and Customers.  During the Employment Period and the twenty-four (24) month period following the end of the Employment Period, Executive shall not, directly or indirectly, solicit for Executive’s own benefit or the benefit of any other person any of the Company’s customers and/or clients with a view to selling or providing any product or service competitive with any product or service sold or provided or identified as a product that will be sold or provided within the aforesaid twenty-four (24) month period by the Company.  For the purposes of this Section 6(d), the term “customers” and/or clients shall include any person or entity to whom the Company has sold, provided or been obligated to provide, any service or product, or who has otherwise received any service or benefit from the Company within the last 24 months or within the 24-month period preceding the date Executive’s employment terminates.

(e)Company Property.  Except as expressly provided herein, promptly following the end of the Employment Period, Executive shall return to the Company all property of the Company.

(f)Injunctive Relief and Other Remedies with Respect to Covenants.  Executive acknowledges and agrees that the covenants and obligations of Executive with respect to noncompetition, nonsolicitation, confidentiality and Company property, relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations may cause the Company irreparable injury for which adequate remedies are not available at law.  Therefore, Executive agrees that the Company shall be entitled to seek an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining Executive from committing any violation of the covenants and obligations contained in this Section 6.  This remedy is in addition to any other rights and remedies the Company may have at law or in equity.

7.Vesting of Equity Awards.  So long as Executive’s employment continues hereunder through December 31, 2009, notwithstanding any provision in the applicable award agreements to the contrary, (i) all options to purchase Company common stock, restricted Company stock, deferred Company stock awards and other Company equity-based compensation awards, to the extent outstanding and held by Executive on December 31, 2009, will become vested in full on December 31, 2009, and any stock options held by the Executive may be exercised until December 31, 2011 (but not beyond the original full term of the option), and (ii) in the

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event Executive cannot exercise any such stock options during a period of time after December 31, 2009 because such an exercise would violate an applicable federal, state, local or foreign law, such stock options may be exercised until March 31, 2012 (but not beyond the original full term of the option).  In the event either a Termination Without Cause or a Termination for Good Reason occurs prior to December 31, 2009, clause (iii) under the definition of “Additional Benefits” in Section 5(d) above will apply with respect to stock options and other equity-based awards.

8.Consultancy Period.  In the event Executive’s employment continues hereunder through December 31, 2009, Executive shall provide consulting services to the Company during the period (the “Consultancy Period”) beginning at the end of the Employment Period and ending fifteen (15) months thereafter.  Executive shall provide such consulting services to the Company commensurate with his status and experience as the former Chairman and Chief Executive Officer of the Company with respect to such matters as shall be reasonably requested from time to time by the Company.  Executive shall also assist the Company in the transition in management of the Company and provide such additional services as and when reasonably requested.  In no event shall Executive be required to render consulting services pursuant to this Section 8 in excess of three (3) days per month.  Following a request by the Company, Executive and the Company shall mutually determine the time and location at which he shall perform such services.  So long as Executive is in compliance with the provisions of this Section 8 and Section 6 above, the Company shall pay Executive $15,000 per month for such consulting services, to be paid, subject to Section 10(o) below, on the last business day of each month during the Consultancy Period, and each such monthly payment shall be deemed to be a separate payment for purposes of Section 409A.  Executive shall not, by virtue of the consulting services provided hereunder, be considered an officer or employee of the Company, and shall have no power or authority to contract in the name of or bind the Company.  Executive shall not be entitled to any employee benefits or other compensation by virtue thereof, except as expressly provided in this Section 8.  So long as Executive’s employment continues hereunder through December 31, 2009, the Company shall provide an office and part-time secretarial support for Executive during the Consultancy Period.  The provisions of this Section 8 shall not apply if the termination of Executive’s employment results in the payment of severance benefits under Executive’s Change in Control Agreement with the Company dated of even date herewith.  If, during the Consultancy Period, Executive becomes significantly involved in strategic planning for the Company or its subsidiaries, the parties hereto will discuss in good faith the extension of the term of the non-solicitation provisions set forth in Sections 6(c) and 6(d) of this Agreement.

9.Medical Benefits.  So long as Executive’s employment continues hereunder through December 31, 2009, Executive will receive the benefits set forth in this Section 9.  Executive (and, to the extent applicable, his dependents) will be entitled to continue participation in all of the Company’s Health Benefit Plans, until the 18-month anniversary of the end of the Employment Period; provided that Executive’s participation in the Company’s Health Benefit Plans shall cease on any earlier date that Executive becomes eligible for substantially similar health benefit coverage from a subsequent employer.  Executive will make a COBRA coverage election to participate in the Health Benefit Plans, effective from January 1, 2010, and his participation will be on the same terms and conditions (including, without limitation, any contributions that would have been required from Executive) that would have applied had Executive continued to be employed by the Company.  For the period beginning on such 18-month anniversary and ending on the earlier of the date Executive is eligible for substantially similar health benefit coverage from a subsequent employer or the date he becomes eligible for Medicare, the Com-

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pany will reimburse Executive’s premium cost for health benefit plan coverage (to the extent such coverage is substantially similar to the coverage provided from time to time under the Health Benefit Plans of the Company for senior executives of the Company) up to a monthly amount equal to the sum of (i) the monthly contribution the Company would have made toward the premium cost of such coverage had Executive remained covered under the Company’s Health Benefit Plans, and (ii) $417, and such reimbursement shall be made within thirty (30) business days following presentment to the Company by Executive of a receipt for such payment of such premiums by him.  The provisions of this Section 9 shall not apply if the termination of Executive’s employment results in the payment of severance benefits under Executive’s Change in Control Agreement with the Company dated of even date herewith.

10.Miscellaneous.

(a)Effective Date.  This Agreement shall become effective for all purposes on the date set forth in the first paragraph of this Agreement above (the “Effective Date”).

(b)Survival.  Sections 4(d) relating to indemnification, 5 (relating to early termination), 6 (relating to noncompetition, nonsolicitation and confidentiality), 7 (relating to vesting of equity awards), 8 (relating to the Consultancy Period), 9 (relating to medical benefits),  10(c) (relating to arbitration), 10(d) (relating to binding effect) and 10(n) (relating to governing law) shall survive the termination hereof.

(c)Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be resolved by binding arbitration.  This arbitration shall be held in New York City and except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Expedited Employment Arbitration Rules of the American Arbitration Association then in effect at the time of the arbitration, and otherwise in accordance with principles which would be applied by a court of law or equity.  Executive and the Company shall be entitled to discovery in any such proceeding.  All fees, costs and expenses of the arbitration, with the exception of Executive’s attorney’s fees, costs and expenses, shall be borne by the Company.  The arbitrator shall be acceptable to both the Company and Executive.  If the parties cannot agree on an acceptable arbitrator, the dispute shall he held by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators.  The arbitrator(s) shall not have the power to commit substantive errors of law, legal reasoning or fact, shall set forth their factual and legal reasoning in any award or determination, and any such award or determination may be vacated or corrected as a result.

(d)Binding Effect.  This Agreement shall be binding on, and shall inure to the benefit of, the Company and any person or entity that succeeds to the interest of the Company (regardless of whether such succession does or does not occur by operation of law) by reason of the sale of all or a portion of the Company’s stock, a merger, consolidation or reorganization involving the Company or a sale of all or substantially all of the assets of the Company.  The Company will require any such successor to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  This Agreement shall also inure to the benefit of Executive’s heirs, executors, administrators and legal representatives.

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(e)Assignment.  Except as provided under Section 10(d), neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.

(f)Entire Agreement.  This Agreement, together with the Change in Control Agreement between the Company and the Executive of even date herewith, constitutes the entire agreement between the parties hereto with respect to the matters referred to herein.  No other agreement (other than awards made in accordance with the terms of one of the Company’s applicable compensatory plans, programs or arrangements) relating to the terms of Executive’s employment by the Company, oral or otherwise, including, without limitation, the Severance Letter dated March 14, 2000, the Employment Agreements dated as of June 10, 2002 and March 22, 2004, and the Change in Control Agreements dated March 15, 2000, June 14, 2002 and March 22, 2004, between the Executive and the Company, shall be binding between the parties.  The Company and the Executive acknowledge that both parties have signed or will sign contemporaneously with this Agreement a new and separate Change in Control Agreement, and that the terms of such Change in Control Agreement are not superseded by this Agreement and may be enforced notwithstanding any terms of this Agreement to the contrary.  There are no promises, representations, inducements or statements between the parties other than those that are expressly contained herein.  Executive acknowledges that he is entering into this Agreement of his own free will and accord, and with no duress, that he has read this Agreement and that he understands it and its legal consequences.  It is intended by the parties hereto that there shall not be a duplication of benefit payments under this Agreement and the Change in Control Agreement between the Company and the Executive of even date herewith.

(g)Severability; Reformation.  In the event that one or more of the provisions of this Agreement shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.  In the event that any of the provisions of Section 6 hereof are not enforceable in accordance with their terms, Executive and the Company agree that such provisions shall be reformed to make such Section enforceable in a manner which provides the Company the maximum rights permitted at law.

(h)Waiver.  Waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived.  No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or his rights hereunder on any occasion or series of occasions.

(i)Notices.  Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered personally, by courier service, by certified mail, return receipt requested, or by telecopy and shall be effective upon actual receipt by the party to which such notice shall be directed, and shall be addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

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If to the Company:

Gentiva Health Services, Inc.

3 Huntington Quadrangle 2S

Melville, NY  11747

Attention:  General Counsel

If to Executive:

To the last address of Executive on record with the Company

(j)Amendments.  This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto.

(k)Headings.  Headings to paragraphs in this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof.

(l)Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(m)Withholding.  Any payments provided for herein shall be reduced by any amounts required to be withheld by the Company from time to time under applicable Federal, State or local income tax laws or similar statutes then in effect.

(n)Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws thereof.

(o)Section 409A.  It is intended that this Agreement will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent.  If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible.  Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service,” or (ii) the date of his death (the “Delay Period”).  Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 10(o) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum together with interest at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of the Delay Period, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein.  Notwithstanding any provision of this Agreement to the contrary, for purposes of Sections 5 and 8

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above, Executive’s employment will be deemed to have terminated and the Employment Period will be deemed to have ended on the date of Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company.  No action or failure to act, pursuant to this Section 10(o) shall subject the Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.  With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A of the Code, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid if such limit is imposed on all participants), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.  Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

(p)Attorneys Fees.  The Company shall reimburse Executive for the reasonable legal fees and expenses incurred by him in connection with negotiation of this Agreement and negotiation of the Change in Control Agreement with the Company executed on even date herewith.

(q)No Duty to Mitigate.  Executive shall have no duty to seek new employment or other duty to mitigate following a termination of employment, and, except in the case of health care benefits as provided herein, no compensation or benefits described in this Agreement shall be subject to reduction or offset on account of any compensation or benefits earned or provided by a subsequent employer.

[Next Page is Signature Page]

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IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed as of the day and year first above written.

GENTIVA HEALTH SERVICES, INC.

By:  /s/ Stuart R. Levine  

        Name:  Stuart R. Levine

        Title:    Chair, Compensation Committee

By:  /s/ Ronald A. Malone  

        Name:  Ronald A. Malone

        Title:    Chief Exeuctive Officer and

                     Chairman of the Board

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EX-10.2

Ezxhibit 10.2

CHANGE IN CONTROL AGREEMENT

Agreement, made this 12th day of November, 2008, by and between Gentiva Health Services, Inc., a Delaware corporation (the “Company”), and Ronald A. Malone (the “Executive”).

WHEREAS, the Executive is a key employee of the Company; and

WHEREAS, the Board of Directors of the Company (the “Board”) considers the maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company and its stockholders and recognizes that the possibility of a change in control raises uncertainty and questions among key employees and may result in the departure or distraction of such key employees to the detriment of the Company and its stockholders; and

WHEREAS, the Board wishes to assure that it will have the continued dedication of the Executive and the availability of his or her advice and counsel, notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company, and to induce the Executive to remain in the employ of the Company; and

WHEREAS, the Executive and the Company previously entered into a Change in Control Agreement dated March 22, 2004; and

WHEREAS, the Executive and the Company wish to amend and restate the Change in Control Agreement as set forth herein; and

WHEREAS, the Executive is willing to continue to serve the Company taking into account the provisions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and the respective covenants and agreements of the parties herein contained, the parties agree as follows:

1.Operation and Term of Agreement.  This Agreement shall commence on the date set forth above and shall terminate on December 31, 2009 unless this Agreement is terminated earlier, as set forth below; provided, however, that in the event of a Change in Control of the Company and a termination of the Executive’s employment by the Company not for Cause or a termination by the Executive for Good Reason during the term of this Agreement, this Agreement shall remain in effect until all of the obligations of the parties hereunder are satisfied.  Notwithstanding the foregoing, prior to a Change in Control this Agreement shall immediately terminate upon termination of the Executive’s employment, except in the case of such termination under circumstances set forth in the last paragraph of Section 4 below.

2.Change in Control; Protection Period.  A “Change in Control” shall be deemed to occur on the date that any of the following events occur:

(a)any person or persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company or any subsidiary and other than Permitted Holders) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly

or indirectly, at least 25% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of the Board;

(b)either (i) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for these purposes, a “Current Director” shall mean any member of the Board as of the date set forth in the first paragraph of this Agreement, and any successor of a Current Director whose election, or nomination for election by the Company’s shareholders, was approved by at least two-thirds of the Current Directors then on the Board) or (ii) at any meeting of the shareholders of the Company called for the purpose of electing directors, a majority of the persons nominated by the Board for election as directors shall fail to be elected;

(c)consummation of (i) a plan of complete liquidation of the Company, or (ii) a merger or consolidation of the Company (A) in which the Company is not the continuing or surviving corporation (other than a consolidation or merger with a wholly owned subsidiary of the Company in which all shares of common stock of the Company (the “Common Stock”) outstanding immediately prior to the effectiveness thereof are changed into common stock of the subsidiary) or (B) pursuant to which the Common Stock is converted into cash, securities or other property, except a consolidation or merger of the Company in which the holders of the Common Stock immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the common stock of the continuing or surviving corporation immediately after such consolidation or merger or in which the Board immediately prior to the merger or consolidation would, immediately after the merger or consolidation, constitute a majority of the board of directors of the continuing or surviving corporation; or

(d)consummation of a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the assets of the Company.

Notwithstanding the foregoing, none of the events set forth in clauses (a) through (d) above in the definition of Change in Control shall constitute a “Change in Control” unless such event is also a “change in control event” as defined in Treas. Reg. § 1.409A-3(i)(5).

For purposes of this Section 2 under this Agreement, “Permitted Holders” shall mean Miriam Olsten, Stuart Olsten, and Cheryl Olsten, and each of their spouses, their lineal descendants and their estates and their Affiliates or Associates (as defined in Rule 12b-2 of the Exchange Act) (collectively the “Olsten Stockholders”), so long as the Olsten Stockholders beneficially own 20% or less of the voting power of all classes of capital stock of the Company entitled to vote generally in the election of the Board.

A “Protection Period” shall be the period beginning on the date of a Change in Control and ending on December 31, 2009.

3.Termination Following Change in Control.  The Executive shall be entitled to the benefits provided in Section 4 hereof if, within a Protection Period, the Executive’s employment by the Company shall be terminated (a) by the Company not for

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“Cause” and not due to the Executive’s death or “Disability”, or (b) by the Executive for “Good Reason.”

(i)Disability.  The Executive’s employment shall be deemed to have terminated because of a “Disability” if the Executive applies for and is determined to be eligible to receive disability benefits under the Company’s long-term disability plan or program, or, in the absence of such a plan or program, as defined in Section 22 of the Internal Revenue Code of 1986, as amended (the “Code”).

(ii)Cause.  Termination by the Company of the Executive’s employment for “Cause” shall mean termination due to (A) the Executive’s conviction of a felony, or (B) any act of willful fraud, dishonesty or moral turpitude.

(iii)Without Cause.  The Company may terminate the employment of the Executive without Cause during a Protection Period only by giving the Executive written notice of termination to that effect.  In that event, the Executive’s employment shall terminate on the last day of the month in which such notice is given (or such later date as may be specified in such notice), and the benefits set forth in Section 4 hereof shall be provided to the Executive.

(iv)Good Reason.  For purposes hereof, “Good Reason” shall mean, unless remedied by the Company within thirty (30) days after the receipt of written notice from the Executive as provided below or consented to in writing by the Executive:

(A)a reduction by the Company in the Executive’s annual base salary (other than any reduction therein which is in proportion to reductions in the base salaries of all of the Company’s executive officers, unless, however, such proportionate reduction exceeds 20% of the Executive’s annual base salary);

(B)there has occurred a failure by the Company to maintain plans providing benefits not materially less favorable than those provided by any benefit or compensation plan (including, without limitation, any incentive compensation plan, bonus plan or program, retirement, pension or savings plan, stock option plan, restricted stock plan, life insurance plan, health and dental plan and disability plan) in which the Executive is participating immediately before the beginning of the Protection Period, or the Company has taken any action which would adversely affect the Executive’s participation in or reduce the Executive’s benefits (other than stock option or restricted stock grants) under any of such plans or deprive the Executive of any material fringe benefit enjoyed by the Executive immediately before the beginning of the Protection Period, or the Company has failed to provide the Executive with the number of paid vacation days to which he would be entitled in accordance with the normal vacation policy of the Company as in effect immediately before the beginning of the Protection Period; provided, however, that a reduction in benefits under the Company’s taxqualified retirement, pension or savings plans or its life insurance plan, health and dental plan, disability plans or other insurance plans which reduction applies

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equally to all participants in the plans and has a de minimis effect on the Executive shall not constitute “Good Reason” for termination by the Executive;

(C)a material diminution in the Executive’s title, positions, duties and responsibilities from those described in Section 2 of the Executive’s Employment Agreement with the Company dated of even date herewith (the “Employment Agreement”) as in effect on the date of the Change in Control (other than as permitted under the Employment Agreement) or the assignment by the Company to the Executive of duties and responsibilities that are materially inconsistent with his position;

(D)a failure by the Company to assign to the Executive the duties, responsibilites and obligations customarily assigned to individuals serving as chairman of the board of directors of comparable companies;

(E)a material breach by the Company of the Employment Agreement;

(F)the Company has failed to obtain the assumption of the obligations contained in this Agreement by any successor as contemplated in Section 9(c) hereof; or

(G)there occurs any purported termination of the Executive’s employment by the Company without Cause which is not effected pursuant to a written notice of termination as described in subsection (iii) above.

The Executive shall exercise his right to terminate employment for Good Reason by giving the Company a written notice of termination specifying in reasonable detail the circumstances constituting such Good Reason, and the Company will have a period of thirty (30) days from receipt of such written notice during which it may remedy the condition.  In the event the Company fails to remedy the condition within such period, the Executive’s employment shall terminate immediately following the end of such period.

A termination of employment by the Executive within a Protection Period shall be for Good Reason if one of the occurrences specified in this subsection (iv) shall have occurred, notwithstanding that the Executive may have other reasons for terminating employment, including employment by another employer which the Executive desires to accept.

4.Benefits Upon Termination Within Protection Period.  If, within a Protection Period, the Executive’s employment by the Company shall be terminated (a) by the Company not for Cause and not due to the Executive’s death or Disability, or (b) by the Executive for Good Reason, the Executive shall be entitled to the benefits provided for below (and the Executive shall not be entitled to severance benefits otherwise payable under the Executive’s Employment Agreement with the Company or under any other severance plan or policy of the Company):

(i)The Company shall pay to the Executive (A) base salary at the rate then in effect through the date of the Executive’s termination of employment in accordance with the standard payroll practices of the Company, and (B) base salary in lieu of vacation ac-

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crued to the date on which his employment terminates, which shall be paid, subject to Section 10 below, 10 business days after the date of such termination of employment;

(ii)The Company shall pay to the Executive an amount in cash equal to two and one half (2.5) times the sum of (A) the Executive’s annual base salary in effect immediately prior to the date of the Executive’s termination of employment or the date of the Change in Control (whichever is higher), and (B) the higher of (x) the Executive’s target annual bonus for the year that includes the date of the Executive’s termination of employment or (y) the Executive’s target annual bonus for the year that includes the date of the Change in Control; and such amount shall be paid, subject to Section 10 below, in a lump sum 10 business days after the date of such termination of employment;

(iii)The Company shall continue to cover the Executive and his dependents under, or provide the Executive and his dependents with insurance coverage no less favorable than, the Company’s life, disability, health, dental or other employee welfare benefit plans or programs (as in effect on the day immediately preceding the Protection Period or on the date of termination of his employment, whichever is more favorable to the Executive) for a period equal to the lesser of (x) two years following the date of termination or (y) until the Executive is provided by another employer with benefits substantially comparable to the benefits provided by such plans or programs; provided, however, that the provision of this benefit shall be contingent upon the cooperation of the Executive (or his dependent, as applicable) in any reasonable request by the Company to facilitate the provision of such benefit, including responding to questionnaires and submitting to minimally intrusive medical examinations; and, so long as the Executive has not become eligible for substantially similar health benefit coverage from a subsequent employer, for the period beginning on the second anniversary of the date of termination of employment and ending on the earlier of the date the Executive is eligible for substantially similar health benefit coverage from a subsequent employer or the date he becomes eligible for Medicare, the Company will reimburse the Executive’s premium cost for health benefit plan coverage (to the extent such coverage is substantially similar to the coverage provided from time to time under the medical, dental and vision care plans of the Company for senior executives of the Company) up to a monthly amount equal to the sum of (i) the monthly contribution the Company would have made toward the premium cost of such coverage had the Executive remained covered under the Company’s medical, dental and vision care plans, and (ii) $417, and such reimbursement shall be made within thirty (30) business days following presentment to the Company by the Executive of a receipt for such payment of such premiums by him;

(iv)All options to purchase Company stock held by the Executive and all restricted shares of Company stock, restricted Company share units and other equity-based compensation awards held by the Executive shall become immediately vested in full upon such termination of employment, and all such stock options shall be exercisable for three years following such termination of employment (but not beyond the original full term of the stock option); and

(v)All of the Executive’s benefits accrued under the pension, retirement, savings and deferred compensation plans of the Company shall become vested in full;

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provided, however, that to the extent such accelerated vesting of benefits cannot be provided under one or more of such plans consistent with applicable provisions of the Code, such benefits shall be paid to the Executive outside the applicable plan in a lump sum, subject to Section 10 below, 10 business days after the date of termination of employment; provided, further, however, that, to the extent any such unvested benefit constitutes deferred compensation for purposes of Section 409A of the Code, the payment of such deferred compensation shall instead be made at the time it was otherwise scheduled to be paid under the applicable plan.

Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled to the benefits described in this Section 4, if the Executive’s employment with the Company is terminated by the Company prior to December 31, 2009 (other than for Cause) and within one year prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated or intended to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control. In such event, amounts will be payable hereunder only following, and, subject to Section 10 below, 10 business days after, the Change in Control.  Any amount so payable hereunder shall be reduced by the amount of severance benefits paid to the Executive under the Employment Agreement or under any other severance agreement or plan of the Company.

5.Non-exclusivity of Rights.  Except as expressly set forth herein, this Agreement shall not prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, practices, policies or programs provided by the Company or any of its subsidiaries and for which the Executive may qualify, nor shall it limit or otherwise affect such rights as the Executive may have under any stock option or other agreements with the Company or any of its subsidiaries.  Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, practice, policy or program of the Company or any of its subsidiaries at or subsequent to the date of termination of the Executive’s employment shall be payable in accordance with such plan, practice, policy or program.

6.Full-Settlement; Legal Expenses.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement.  The Company agrees to pay all legal fees and expenses which the Executive may reasonably incur as a result of any dispute or contest by or with the Company or others regarding the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment hereunder) if the Executive substantially prevails in the dispute or contest.  Following the final determination of the dispute in which the Executive has substantially prevailed, the Company shall reimburse all such reasonable costs within 10 days following written demand therefor (supported by documentation of such costs) by the Executive, and the Executive shall make such written demand within 60 days following the final determination of the dispute; provided, however, that such payment shall

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be made no later than on or prior to the end of the calendar year following the calendar year in which the cost is incurred.  Notwithstanding the foregoing, in the event a final determination of the dispute has not been made by December 20 of the year following the calendar year in which the cost is incurred, the Company shall, within 10 days after such December 20, reimburse such reasonable costs (supported by documentation of such costs) incurred in the prior taxable year; provided, however, that the Executive shall return such amounts to the Company within 10 business days following the final determination if the Executive did not substantially prevail in the dispute.  The amount of any expenses eligible for payment under this Section 6 during a calendar year will not affect the amount of any expenses eligible for payment under this Section 6 in any other taxable year.  In any such action brought by the Executive for damages or to enforce any provisions of this Agreement, the Executive shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the Company’s obligations hereunder, in his sole discretion.

7.Excise Tax Gross-Up.

(a)In the event it shall be determined that any payment, award, benefit or distribution (including, without limitation, the acceleration of any payment, award, distribution or benefit), by the Company or any of its affiliates to or for the benefit of the Executive (whether pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 7) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any corresponding provisions of state or local tax law, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any Excise Tax, income tax or employment tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, the Executive retains from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the Payments.  Notwithstanding the foregoing provisions of this Section 7(a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the portion of the Payments that would be treated as “parachute payments” under Section 280G of the Code does not exceed by more than $25,000 the greatest amount (the “Safe Harbor Amount”) that could be paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-up Payment shall be made to the Executive and the amount payable under Section 4(ii) of this Agreement shall be reduced so that the Payments, in the aggregate, are reduced to the Safe Harbor Amount.  For purposes of reducing the payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amounts payable under this Agreement would not result in a reduction of the Payments to the Safe Harbor Amount, no amounts payable under this Agreement shall be reduced pursuant to this Section 7.  Notwithstanding any other provision in this Section 7, in the event a Change in Control occurs after March 24, 2009 (other than pursuant to an acquisition agreement entered into by the Company and the acquiror on or prior to March 24, 2009), for purposes of this Section 7 the amount of any Gross-Up Payment resulting from such Change in Control shall be no greater than $1 million.

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(b)Subject to the provisions of Section 7(c), all determinations required to be made under this Section 7, including the determination of whether a Gross-Up Payment is required and of the amount of any such Gross-up Payment, shall be made by the outside firm of auditors regularly used by the Company to audit its financial statements at the time of the Change in Control (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days after the receipt of notice from the Company that the Executive has received a Payment, or such earlier time as is requested by the Company.  The initial Gross-Up Payment, if any, as determined pursuant to this Section 7(b), shall be paid to the Executive (or for the benefit of the Executive to the extent of the Company’s withholding obligation with respect to applicable taxes) no later than the later of (i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm’s determination.  Any determination by the Accounting Firm meeting the requirements of this Section 7(b) shall be binding upon the Company and the Executive.  As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder.  In the event that the Company exhausts its remedies pursuant to Section 7(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.  The fees and disbursements of the Accounting Firm shall be paid by the Company.

(c)The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but not later than ten business days after the Executive receives written notice of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due).  If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(i)give the Company any information reasonably requested by the Company relating to such claim,

(ii)take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii)cooperate with the Company in good faith in order effectively to contest such claim, and

(iv)permit the Company to participate in any proceedings relating to such claim;

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provided, however, that the Company shall bear and pay directly all fees, costs and expenses (including additional interest and penalties, and reasonable attorneys’ fees) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax, income tax or employment tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of fees, costs and expenses.  Without limitation on the foregoing provisions of this Section 7(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax, income tax or employment tax, including interest or penalties with respect thereto, imposed with respect to such advance; and further, provided that any extension of the statute of limitations relating to the payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount.  Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d)If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 7(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).  If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 7(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

(e)Anything in this Agreement to the contrary notwithstanding, except as otherwise provided in Treas. Reg. Section 1.409A-3(i)(1)(v), in no event shall any payment by the Company pursuant to this Section 7 be made later than the end of the Executive’s taxable year next following the Executive’s taxable year in which he remits the related taxes.

8.Confidential Information.  The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its subsidiaries and which has not become public knowledge (other than by acts of the Executive or his or her representatives in violation of this Agreement).  After the date of termination of the

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Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.  In no event shall an asserted violation of the provisions of this Section 8 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

9.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s heirs, executors, administrators, legal representatives or successor(s) in interest.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

10.Section 409A.  It is intended that this Agreement will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the extent the Agreement is subject thereto, and the Agreement shall be interpreted on a basis consistent with such intent.  If an amendment of the Agreement is necessary in order for it to comply with Section 409A, the parties hereto will negotiate in good faith to amend the Agreement in a manner that preserves the original intent of the parties to the extent reasonably possible.  Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of his “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of his “separation from service,” or (ii) the date of his death (the “Delay Period”).  Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 10 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to the Executive in a lump sum together with interest at 1% above the prime rate (as reported in The Wall Street Journal, Eastern Edition), as in effect on the first day of the Delay Period, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein.  Notwithstanding any provision of this Agreement to the contrary, for purposes of Section 4 above, the Executive’s employment will be deemed to have terminated on the date of the Executive’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company.  No action or failure to act, pursuant to this Section 10 shall subject the

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Company to any claim, liability, or expense, and the Company shall not have any obligation to indemnify or otherwise protect the Executive from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.  With respect to any reimbursement or in-kind benefit arrangements of the Company and its subsidiaries that constitute deferred compensation for purposes of Section 409A of the Code, the following conditions shall be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid if such limit is imposed on all participants), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.  Whenever payments under this Agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

11.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws thereof. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.  This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

Ronald A. Malone

To the last address of Executive on record with the Company

If to the Company:

Gentiva Health Services, Inc.

3 Huntington Quadrangle, 2S

Melville, NY 11747

Attention:  Chairman, Compensation Committee

or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective when actually received by the addressee.

(c)The invalidity or unenforceability of any provision of this Agreement shall, not affect the validity or enforceability of any other provision of this Agreement.

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(d)The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)The Executive’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof.

(f)Any dispute or controversy arising under or in connection with this Agreement shall be resolved by binding arbitration.  This arbitration shall be held in New York City and except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Expedited Employment Arbitration Rules of the American Arbitration Association then in effect at the time of the arbitration, and otherwise in accordance with principles which would be applied by a court of law or equity.  The Executive and the Company shall be entitled to discovery in any such proceeding.  All fees, costs and expenses of the arbitration, with the exception (other than as provided in Section 6 above) of the Executive’s attorney’s fees, costs and expenses, shall be borne by the Company.  The arbitrator shall be acceptable to both the Company and the Executive.  If the parties cannot agree on an acceptable arbitrator, the dispute shall he held by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators.  The arbitrator(s) shall not have the power to commit substantive errors of law, legal reasoning or fact, shall set forth their factual and legal reasoning in any award or determination, and any such award or determination may be vacated or corrected as a result.

(g)This Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof but, except as specifically provided in Section 4 hereof does not supersede or override the provisions of (i) any stock option, employee benefit or other plan, program, policy or practice in which Executive is a participant or under which the Executive is a beneficiary, or (ii) the Employment Agreement of even date herewith between the Executive and the Company; provided, however, that this Agreement does supersede and replace any prior severance agreement (but not the Employment Agreement) and change in control agreements between the Company and the Executive, including specifically all such agreements entered into by the Executive and the Company as of March 14, 2000 and those entered into on June 14, 2002 and March 22, 2004.

[Next Page is Signature Page]

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IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed as of the day and year first above written.

By:  /s/ Ronald A. Malone  

        Name:  Ronald A. Malone

        Title:    Chief Executive Officer and

                     Chairman of the Board

GENTIVA HEALTH SERVICES, INC.

By:  /s/ Stuart R. Levine  

        Name:  Stuart R. Levine

        Title:    Chair, Compensation Committee

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EX-99.1

Exhibit 99.1

Press Release

Financial and Investor Contact:

John R. Potapchuk

631-501-7035

john.potapchuk@gentiva.com

Media Contact:

David Fluhrer

631-501-7102

516-589-0778

david.fluhrer@gentiva.com

FOR IMMEDIATE RELEASE

GENTIVA HEALTH SERVICES CONFIRMS MANAGEMENT SUCCESSION

Ron Malone to Continue as Chairman, Tony Strange Appointed to CEO position

and Will Join Board, Effective January 1, 2009

Melville, NY, November 18, 2008 -- Gentiva Health Services, Inc. (NASDAQ: GTIV), a leading provider of comprehensive home health services, announced today that its Board of Directors has finalized a management succession plan.  Effective January 1, 2009, Tony Strange will become the Company’s Chief Executive Officer in addition to his current role as President, and will also join the Board of Directors at that time.  The Company’s current Chief Executive Officer, Ron Malone, will continue to be employed as Chairman of the Company.

Mr. Strange has been President and Chief Operating Officer since November 2007 and Executive Vice President and President, Gentiva Home Health, since March 2006, reporting to Mr. Malone.  Mr. Strange joined the Company following Gentiva's February 28, 2006 acquisition of The Healthfield Group, Inc., a regional provider of home healthcare, hospice and related services in the southeastern United States. Mr. Strange had served as Healthfield's President and COO, and previously held other leadership positions from the time he joined that company as a General Manager in 1990. He earned a bachelor's degree from the University of South Carolina.

"Tony brings a solid understanding of our industry and a successful track record in helping our organization evolve and respond to the ever growing needs of our business,” Mr. Malone said. "I have full confidence in Tony to navigate Gentiva through upcoming opportunities as our industry continues to grow and healthcare payers rely on home health for solutions to lower costs while delivering quality patient outcomes.”

“I want to thank the Board of Directors for their confidence and support in my time with Gentiva and Ron and the executive management team for their guidance,” said Mr. Strange.  “This company offers great depth and breadth of leadership and enjoys a strong track record for delivering quality care with a commitment to excellence in compliance and operations. I would like to thank all of our employees for their dedication and I look forward to continuing that approach as we work to capitalize on the many great growth opportunities in the home health industry.”

About Gentiva Health Services, Inc.

Gentiva Health Services, Inc. is a leading provider of comprehensive home health services, delivering innovative, high quality care to patients across the United States. Gentiva is a single source for skilled nursing; physical, occupational, speech and neurorehabilitation services; hospice services; social work; nutrition; disease management education; help with daily living activities; respiratory therapy and home medical equipment; infusion therapy services; and other therapies and services. For more information, visit Gentiva's web site, http://www.gentiva.com, and its investor relations section at http://investors.gentiva.com.  GTIV-G

Forward-Looking Statement

Certain statements contained in this news release, including, without limitation, statements containing the words "believes," "anticipates," "intends," "expects," "assumes," "trends" and similar expressions, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are based upon the Company's current plans, expectations and projections about future events.  However, such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, among others, the following: economic and business conditions; demographic changes; changes in, or failure to comply with, existing governmental regulations; legislative proposals for healthcare reform; changes in Medicare and Medicaid reimbursement levels, including changes to the Medicare home health Prospective Payment System effective January 1, 2008; effects of competition in the markets in which the Company operates; liability and other claims asserted against the Company; ability to attract and retain qualified personnel; availability and terms of capital; loss of significant contracts or reduction in revenues associated with major payer sources; ability of customers to pay for services; business disruption due to natural disasters or terrorist acts; ability to successfully integrate the operations of acquisitions the Company may make and achieve expected synergies and operational efficiencies within expected time-frames; effect on liquidity of the Company's debt service requirements; a material shift in utilization within capitated agreements; and changes in estimates and judgments associated with critical accounting policies and estimates.  For a detailed discussion of certain of these and other factors that could cause actual results to differ from those contained in this news release, please refer to the Company's various filings with the Securities and Exchange Commission (SEC), including the "Risk Factors" section contained in the Company's annual report on Form 10-K for the year ended December 30, 2007.

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