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

Date of Report (Date of earliest event reported): September 12, 2013

GENTIVA HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-15669	36-4335801
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

3350 Riverwood Parkway, Suite 1400, Atlanta, Georgia	30339-3314
(Address of principal executive offices)	(Zip Code)

(770) 951-6450

(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.

(e) In a letter to shareholders dated May 2, 2013, the Lead Director and Chairman of the Compensation Committee (“Compensation Committee”) of Gentiva Health Services, Inc. (the “Company”), together with the Company’s Executive Chairman, advised that, among other matters, changes to the Company’s compensation program would be made to:

(i) replace the “single trigger” acceleration of vesting of equity awards upon a change in control with a “double trigger”;

(ii) adopt a “claw back” policy; and

(iii) extend the performance measurement period for compensation paid under the long-term incentive performance award program beyond a one-year measuring period.

In addition, the letter stated that the Compensation Committee would consider the use of a total shareholder return adjustment feature with respect to payments made under the long-term incentive performance award element of the compensation program.

Effective September 12, 2013, the Compensation Committee and the Board of Directors of the Company (the “Board”) implemented all of these changes to the compensation program.

The first two changes were accomplished by the approval and adoption, as applicable, of (i) the Gentiva Health Services, Inc. Executive Incentive Compensation Recoupment Policy (the “Recoupment Policy”), (ii) Amendment No. 2 to the Gentiva Health Services, Inc. 2004 Equity Incentive Plan (amended and restated as of March 16, 2011), as amended by Amendment No. 1 thereto (the “Equity Plan”), and (iii) Amendment No. 1 to the Gentiva Health Services, Inc. Executive Officers Bonus Plan (the “Bonus Plan”). The third change was accomplished by amendments to awards made in 2013.

Recoupment Policy

The Recoupment Policy generally permits the Company to recover from a “covered employee” any incentive compensation (which includes equity awards and cash bonuses) awarded or paid on or after September 12, 2013 and within three years prior to: (i) any restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under the securities laws that, had the Company’s financial statements conformed to the restatement when originally presented, would have resulted in less incentive compensation awarded or paid to the covered employee or (ii) the date the Compensation Committee determines incentive compensation was awarded or paid to the covered employee based on inaccurate financial statements or on performance measurements, calculations or other data that were inaccurately determined. The Recoupment Policy also memorializes the Compensation Committee’s adoption of a general Dodd-Frank “claw back” policy as already authorized by Section 2(b) of the Equity Plan, which “claw back” policy applies to all awards granted under the Equity Plan on or after March 16, 2011. A “covered employee” is generally any current or former executive officer of the Company or any current or former employee the Compensation Committee designates to be subject to the Recoupment Policy.

Equity Plan and Bonus Plan Amendments

The Equity Plan and the Bonus Plan were amended to (i) provide that the lapse of certain restrictions on awards granted on or after September 12, 2013 under the Equity Plan for a change of control shall not apply unless the grantee’s employment also is terminated (except in limited cases where a buyer chooses not to assume awards) following the change of control (i.e., a “double trigger”), and (ii) make awards granted on or after September 12, 2013 under both plans subject to the Recoupment Policy if the grantee is a “covered employee” under the Recoupment Policy. The amendments were effective upon approval by the Compensation Committee and Board, as applicable, and do not require shareholder approval. The description of the changes to the Equity Plan is qualified in its entirety by reference to Amendment No. 2 to the Equity Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The description of the changes to the Bonus Plan is qualified in its entirety by reference to Amendment No. 1 to the Bonus Plan, filed as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.

Amendment & Consent to 2013 Awards

To ensure that the replacement of “single trigger” with “double trigger” vesting and the adoption of a “claw back” policy apply to stock options, restricted stock awards and performance cash awards granted under the Equity Plan on February 19, 2013 (the “2013 Awards”) to the Company’s named executive officers (“NEOs”), and to implement the extension of the performance measurement period for compensation paid under the long-term incentive performance award program beyond a one-year measuring period (including the use of a total shareholder return adjustment), the Company and each of the NEOs entered into an Amendment & Consent to 2013 Awards, providing that (i) the 2013 Awards will no longer be subject to “single trigger” vesting upon a change in control but instead to “double trigger” vesting upon a termination of employment without “cause” or for “good reason” within two years following a change in control, (ii) the 2013 Awards will be subject to the Recoupment Policy, (iii) the “one-year” performance cash awards will be subject to “earnings per share” performance targets measured over the 2015 fiscal year (instead of over the 2013 fiscal year as previously provided), and (iv) all of the performance cash awards will be subject to a three-year performance period in which the Company’s “total shareholder return” will be compared to its peer group’s “total shareholder return” during the three-year performance period covering fiscal years 2013, 2014 and 2015, and the total payout (if any) under the performance cash awards will be adjusted 20% higher if the Company achieves a positive total shareholder return and finishes first (or tied for first) compared to its peer group or 20% lower if the Company finishes last (or tied for last) compared to its peer group. If the Company does not finish first (or tied for first) or last (or tied for last) compared to its peer group, there will be no adjustment to any payout. The Company’s peer group will normally consist of the publicly-traded companies listed under the heading “Shareholder Return Performance Graph” in Item 5 of Part II of the Company’s Form 10-K for the fiscal year ending on December 31, 2012. The description of the Amendment & Consent to 2013 Awards is qualified in its entirety by reference to the Form of Amendment and Consent to 2013 Awards filed as Exhibit 10.3 to this Current Report on Form 8-K, which is incorporated herein by reference.

Further, the Company’s Executive Chairman, Rodney Windley, entered into an Amendment & Consent to 2013 Stock Options to amend his stock options granted under the Equity Plan on April 4, 2013 (the “2013 Stock Options”) to provide that (i) the time service conditions for the 2013 Stock Options will no longer be subject to “single trigger” vesting upon a change in control but instead to “double trigger” vesting upon a termination of employment without “cause” or for “good reason” within two years following a change in control, or upon a change in control if the Compensation Committee determines that such termination of employment within one year before any change in control was in connection with, or in anticipation of, the change in control, and (ii) the 2013 Stock Options will be subject to the

Recoupment Policy. The description of the Amendment & Consent to 2013 Stock Options is qualified in its entirety by reference to the Amendment & Consent to 2013 Stock Options filed as Exhibit 10.4 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.	Description
10.1	Amendment No. 2 to the Gentiva Health Services, Inc. 2004 Equity Incentive Plan (amended and restated as of March 16, 2011), as amended by Amendment No. 1.
10.2	Amendment No. 1 to the Gentiva Health Services, Inc. Executive Officers Bonus Plan.
10.3	Form of Amendment & Consent to 2013 Awards.
10.4	Amendment & Consent to 2013 Stock Options.

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 hereunto duly authorized.

GENTIVA HEALTH SERVICES, INC.

/s/ John N. Camperlengo

John N. Camperlengo

Senior Vice President, General Counsel and Secretary

Date: September 16, 2013

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 2 to the Gentiva Health Services, Inc. 2004 Equity Incentive Plan (amended and restated as of March 16, 2011), as amended by Amendment No. 1.
10.2	Amendment No. 1 to the Gentiva Health Services, Inc. Executive Officers Bonus Plan.
10.3	Form of Amendment & Consent to 2013 Awards.
10.4	Amendment & Consent to 2013 Stock Options.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2

to

GENTIVA HEALTH SERVICES, INC. 2004 EQUITY INCENTIVE PLAN

(AMENDED AND RESTATED AS OF MARCH 16, 2011)

and

(AS AMENDED BY AMENDMENT NO. 1 THERETO)

This Amendment No. 2 (this “Amendment”) to Gentiva Health Services, Inc. 2004 Equity Incentive Plan (amended and restated as of March 16, 2011), as amended by Amendment No. 1 thereto (the “Plan”), is made by Gentiva Health Services, Inc. (the “Company”). This Amendment is effective September 12, 2013 (the “Effective Date”).

WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Committee”) administers the Plan;

WHEREAS, Section 22 of the Plan provides that the Committee may adopt this Amendment to the Plan at any time, subject to certain exceptions; and

WHEREAS, the Committee desires to amend the Plan to provide that all Awards (as defined in the Plan) granted on or after the Effective Date will be subject to (1) the Company’s recoupment and clawback policy that is in effect from time to time and (2) double-trigger vesting in the event of a Change of Control (as defined in the Plan).

NOW, THEREFORE, the Committee hereby amends the Plan as follows:

1. The first sentence of Section 6(d) of the Plan is amended in its entirety to read as follows:

“Stock options granted under the Plan shall be exercisable to the extent vested, at such time or times and subject to such terms and conditions as shall be determined by the Committee and set forth in the applicable award agreement; provided, however, that except in the case of a participant’s termination of service following a Change of Control, or stock options granted in settlement of any obligation under any other compensation arrangement, or, to the extent provided in the award agreement, upon the participant’s termination of service due to death or “Disability” (which, for purposes of the Plan, shall have the meaning defined in the applicable award agreement, or in the absence of such definition shall mean that the participant qualifies for benefits under the Company’s long-term disability plan as a result of his or her disability, or in the absence of such a plan, shall be defined by the Committee), no stock option shall be exercisable earlier than the first anniversary of the date of grant; and provided, further, that no stock option granted on or after February 25, 2009 shall be exercisable later than seven (7) years (or with respect to stock options granted before February 25, 2009, ten (10) years) after the date it is granted except in the event of a participant’s death within six (6) months prior to such expiration date, in which case, the exercise period of such participant’s stock options may be extended beyond such period but no later than one (1) year after the participant’s death.”

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2. The first sentence of Section 7(c) of the Plan is amended in its entirety to read as follows:

“Stock appreciation rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions, including vesting, as shall be determined by the Committee and set forth in the applicable award agreement; provided, however, that except in the case of a participant’s termination of service following a Change of Control, or stock appreciation rights granted in settlement of any obligation under any other compensation arrangement or, to the extent provided in the award agreement upon the participant’s termination of service due to death or Disability, no stock appreciation right shall be exercisable earlier than the first anniversary of the date of grant; and provided, further, that no stock appreciation right granted on or after February 25, 2009 shall be exercisable later than seven (7) years (or with respect to stock appreciation rights granted before February 25, 2009, ten (10) years) after the date it is granted, except in the event of a participant’s death within six (6) months prior to such expiration date, in which case, the exercise period of such participant’s stock appreciation rights may be extended beyond such period but no later than one (1) year after the participant’s death.”

3. The second sentence of Section 8(a) of the Plan is amended in its entirety to read as follows:

“Except in the event of a participant’s termination of service following a Change of Control or to the extent provided in the award agreement upon the participant’s death or Disability (or in the case of awards granted prior to February 25, 2009, settlement of any obligation under any other compensation arrangement), each restricted stock award shall vest not more rapidly than ratably over a period of three (3) years.”

4. The fourth sentence of Section 9 of the Plan is amended in its entirety to read as follows:

“Stock units may be subject to such terms and conditions, including vesting and the time and method of settlement, as the Committee determines appropriate and specifies in the applicable award agreement; provided, however, that unless the award agreement provides otherwise, or applicable law prohibits the issuance of shares, stock units shall be settled in shares of common stock; and provided, further, except in the case of a participant’s termination of service following a Change of Control, settlement of any obligation under any other compensation arrangement, or, to the extent provided in the award agreement upon the participant’s death or Disability, stock units may not completely vest prior to the expiration of three (3) years from the date of grant although they may vest ratably over a three year or longer vesting period.”

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5. The following is added to the end of Section 13(c) of the Plan to read as follows:

“The above provisions of this subsection (c) shall not apply to awards granted on or after September 12, 2013, which shall instead be governed by the following if there is a Change of Control (as defined in subsection (d) below):

(i) all then outstanding stock options and stock appreciations rights shall immediately vest and become exercisable, and any restrictions on restricted stock awards, stock units and unvested cash awards shall immediately lapse or vest, unless provided otherwise in the applicable award agreement, upon a termination of a Participant’s service by the Company other than for cause or by the Participant for “good reason” (as such term is defined in the applicable award agreement) that occurs on or within two years after a Change of Control;

(ii) following a termination of service described in clause (i), unless the Committee provides otherwise, such award shall remain exercisable for the remainder of its terms notwithstanding such termination of service; and

(iii) upon such Change of Control, the Committee shall take such action as it deems appropriate and equitable, which action may include, but without limitation, any one or more of the following: (A) to provide for the replacement of such award with other rights or property selected by the Committee in its sole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such award or realization of the Participant’s rights if such award had been currently exercisable or payable or fully vested; (B) to provide that such award be assumed by the successor entity, or shall be substituted for similar awards, with appropriate adjustments as to the number and kind of shares and exercise prices or performance goals for any performance based awards (subject to the requirements of Code Section 162(m)); (C) in any case where equity securities of another entity are proposed to be delivered in exchange for or with respect to common stock of the Company, arrangements to have such other entity replace such awards with awards with respect to such other securities, with appropriate adjustments in the number of shares subject to, and the exercise prices under, such award or performance goals if such award is a performance-based award (subject to the requirements of Code Section 162(m)); or (D) in the event that the successor entity in a Change of Control refuses to assume or substitute such award upon the Change of Control, to provide that such award shall become fully vested and exercisable or such award’s restrictions shall lapse and vest as of immediately prior to the consummation of such Change of Control, or terminate such award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the Participant’s rights with respect to such award. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3.”

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6. Section 16 of the Plan is amended in its entirety to read as follows:

“16. Other Provisions. The granting of or distribution under any award under the Plan may also be subject to such other provisions (whether or not applicable to the awards of any other participant) as the Committee determines appropriate, including, without limitation, for the forfeiture of, or restrictions on resale or other disposition of, common stock acquired under any form of award, for the acceleration of exercisability or vesting of awards in accordance with Section 13 of the Plan, for the payment of the value of awards to participants in accordance with Section 13 of the Plan (provided such payment would comply with or be exempt from Code Section 409A), or to comply with federal and state securities laws, or understandings or conditions as to the participant’s employment in addition to those specifically provided for under the Plan.”

7. A new Section 26 is added to the Plan at the end thereof to read as follows:

“26. Forfeiture, Recoupment and Clawback Provisions. With respect to any award granted on or after September 12, 2013, in addition to the clawback rights that apply under Section 2(b) to awards granted on or following March 16, 2011, if a Participant is a “covered employee” as defined in the Company’s Executive Incentive Compensation Recoupment Policy or designated by the Committee to be subject to the Company’s Executive Incentive Compensation Recoupment Policy, then the Participant’s right to receive a grant of such award, to exercise the award, to receive a settlement or distribution with respect to the award or to retain cash, shares of common stock, other awards, or other property acquired in connection with such award, including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of such award or upon the receipt or resale of any shares of common stock underlying the award, shall be subject to the provisions of the Company’s Executive Incentive Compensation Recoupment Policy as in effect from time to time.”

8. Except as amended hereby, the Plan continues and shall remain in full force and effect in all respects.

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EX-10.2

Exhibit 10.2

AMENDMENT NO. 1 TO THE

GENTIVA HEALTH SERVICES, INC. EXECUTIVE OFFICERS BONUS PLAN

(amended as of January 1, 2005 and containing performance

criteria approved by shareholders on May 13, 2010)

This Amendment No. 1 (this “Amendment”) to the Gentiva Health Services, Inc. Executive Officers Bonus Plan (amended as of January 1, 2005 and containing performance criteria approved by shareholders on May 13, 2010) (the “Plan”), is made by Gentiva Health Services, Inc. (the “Company”). This Amendment is effective for all awards made on or after September 12, 2013 (the “Effective Date”).

WHEREAS, the Company maintains and administers the Plan for the benefit of its eligible employees;

WHEREAS, Section 7.1 of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan from time to time, subject to certain exceptions; and

WHEREAS, the Board has determined that it is in the best interests of the Company to subject all awards granted under the Plan on or following the Effective Date to the Company’s Executive Incentive Compensation Recoupment Policy as in effect from time to time.

NOW, THEREFORE, the Board amends the Plan as follows:

1. Section 5 of the Plan is amended by adding new Section 5.5 at the end of Section 5 to read as follows:

“5.5 Effective with respect to Awards made on or after September 12, 2013, an Eligible Employee’s right to receive a grant of an Award or receive a settlement or distribution with respect to such Award is subject to the provisions of the Company’s Executive Incentive Compensation Recoupment Policy as in effect and amended from time to time and any recoupment and/or clawback policy as required by applicable law, including but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or Section 304 of the Sarbanes-Oxley Act of 2002, or any regulations promulgated thereunder.”

2. Except as amended hereby, the Plan continues and shall remain in full force and effect in all respects.

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EX-10.3

Exhibit 10.3

GENTIVA HEALTH SERVICES, INC. 2004 EQUITY INCENTIVE PLAN

FORM OF AMENDMENT & CONSENT TO 2013 AWARDS

This Amendment and Consent (this “Amendment & Consent”) to certain awards granted during 2013 to the undersigned participant (the “Participant”) under the Gentiva Health Services, Inc. 2004 Equity Incentive Plan, amended and restated as of March 16, 2011 and as further amended by Amendments No. 1 and No. 2 thereto (the “Plan”) is made effective September 12, 2013. Except as otherwise provided in this Amendment & Consent, all capitalized terms herein shall have the same meaning as set forth in the Plan.

W I T N E S S E T H:

WHEREAS, Gentiva Health Services, Inc., a Delaware corporation (the “Company”), maintains the Plan, under which the Participant was granted certain awards during 2013 (the “2013 Awards”);

WHEREAS, the Company’s Board of Directors, on September 12, 2013, approved the Gentiva Health Services, Inc. Executive Incentive Compensation Recoupment Policy (the “Recoupment Policy”);

WHEREAS, the Company and the Participant have agreed to amend the 2013 Awards with respect to certain vesting terms and to be subject to the Recoupment Policy; and

WHEREAS, the Company and the Participant have agreed that the 2013 Awards will be amended as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Participant hereby agree as follows:

1. Stock Options. Stock options granted to the Participant under the Plan as 2013 Awards will not automatically vest upon a Change of Control, but instead will automatically vest upon the Participant’s termination of service without Cause by the Company or by the Participant for Good Reason (as such terms are defined in the change in control agreement by and between the Company and Participant (the “Change in Control Agreement”)) that occurs on or within two years following a Change of Control, and shall remain exercisable for the remainder of their terms notwithstanding such termination of service.

2. Restricted Stock. Restrictions on restricted stock awards granted to the Participant under the Plan as 2013 Awards will not automatically lapse upon a Change of Control, but instead will automatically lapse upon the Participant’s termination of service without Cause by the Company or by the Participant for Good Reason (as such terms are defined in the Change in Control Agreement) that occurs on or within two years following a Change of Control.

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3. Performance Cash Awards.

(a) Performance cash awards granted to the Participant under the Plan as 2013 Awards that are subject to performance measures for the fiscal year ending December 31, 2013 (the “One Year Cash Award”) and December 31, 2015 (the “Three Year Cash Award”) will not automatically vest and become payable upon a Change of Control, but instead will automatically vest at “target award level” and become payable upon the Participant’s termination of service without Cause by the Company or by the Participant for Good Reason (as such terms are defined in the Change in Control Agreement) that occurs on or within two years following a Change of Control but prior to the end of the applicable “Performance Period” for such One Year Cash Award and Three Year Cash Award (and the “Performance Period” shall thereafter be deemed to have terminated); provided, that the One Year Cash Award and Three Year Cash Award have not previously been cancelled and forfeited. Any cash compensation to which the Participant becomes entitled pursuant to the preceding sentence will be paid to the Participant in a single lump sum contemporaneously with the Participant’s termination of service but in no event later than thirty (30) days following such termination of service.

(b) For the One Year Cash Award granted to the Participant under the Plan as 2013 Awards: (i) the “Maximum Award” is amended in its entirety to be 240% of the Target Award after all available adjustments and (ii) the “Performance Measures” are amended to be the pre-established fully diluted earnings per share goals for the Company’s fiscal year ending December 31, 2015 (“EPS Performance Measures”), subject to any adjustment based on the Company’s ranking compared to its peer group based on total shareholder return for the three year “Performance Period” beginning January 1, 2013 and ending December 31, 2015 (“Peer Group TSR Ranking”), as set forth in the form Notice and Performance Cash Award attached hereto as Exhibit A.

(c) For the Three Year Cash Award granted to the Participant under the Plan as 2013 Awards: (i) the “Maximum Award” is amended in its entirety to be 240% of the Target Award after all available adjustments and (ii) the “Performance Measures” are amended to be subject to any adjustment based on the Company’s Peer Group TSR Ranking for the three year “Performance Period” beginning January 1, 2013 and ending December 31, 2015, as set forth in the form Notice and Performance Cash Award attached hereto as Exhibit B.

4. The Committee’s ability to fully vest and lapse all restrictions of the 2013 Awards upon a Change of Control or terminate the 2013 Awards in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such 2013 Awards or realization of the Participant’s rights with respect to such 2013 Awards upon a Change of Control shall be limited to only the situation where the successor entity in a Change of Control refuses to assume or substitute the 2013 Awards upon the consummation of such Change of Control.

5. All 2013 Awards granted to the Participant shall be subject to the Recoupment Policy as in effect and amended from time to time.

6. Except as specifically modified in this Amendment & Consent, the 2013 Awards shall be and remain in full force and effect.

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7. This Amendment & Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Company and the Participant have executed this Amendment & Consent to evidence their agreement and consent.

GENTIVA HEALTH SERVICES, INC.
By:	Date:
Print Name:
Title:
PARTICIPANT
	Date:
[NAME]

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EXHIBIT A

GENTIVA HEALTH SERVICES, INC.

AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN

NOTICE OF PERFORMANCE CASH AWARD

Name of Award Recipient:	[Name]
Threshold Award:	50% of Target Award
Target Award:	[Amount of Cash Compensation]
Maximum Award:	240% of Target Award (after all available adjustments)
Date of Grant:	February 19, 2013
Performance Period:	January 1, 2013 through December 31, 2015

Performance Measures

The Performance Measures will be (i) the following pre-established fully diluted earnings per share goals for the Fiscal Year ending December 31, 2015 (“EPS Performance Measures”) and (ii) the Company’s ranking compared to its Peer Group (as hereinafter described) based on total shareholder return for the three year Performance Period ending December 31, 2015 (“Peer Group TSR Ranking”).

EPS Performance Measures:

EPS Performance Measures – Fiscal Year Ending December 31, 2015
	Threshold			Target			Maximum
Fully Diluted Earnings Per Share (“EPS”)		50	%		100	%		200	%
	$	[	]	$	[	]	$	[	]

In order for the Award Recipient to earn an award for the Performance Period ending December 31, 2015, the Threshold EPS Performance Measure for the Fiscal Year ending December 31, 2015 must be met or exceeded; and if such Threshold EPS Performance Measure is not met or

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exceeded, no cash compensation will be earned under this Performance Cash Award for the Performance Period ending December 31, 2015 and the Performance Cash Award will be forfeited in its entirety without payment.

The Threshold and Target performance levels (i.e., 50% and 100%) will be increased on a pro-rata basis for EPS amounts between the Threshold and Target or Target and Maximum levels, respectively, and will be rounded up to the next highest whole dollar (the “Pre-Adjustment Amount”); provided that the Pre-Adjustment Amount shall not exceed 200% of the Target Award specified at the top of this Notice because of such rounding. For example, if the Threshold EPS amount for the Fiscal Year ending December 31, 2015 is $[        ], the Target EPS amount is $[        ] and the actual EPS amount is $[        ] (i.e., between the Threshold and Target performance levels), the EPS Performance Measures performance level for the Fiscal Year ending December 31, 2015 shall be [    ]% ([    ]% + [    ]% [[    ]% X $[        ]/$[        ]]).

Peer Group TSR Ranking:

The Pre-Adjustment Amount will be subject to adjustment depending upon the Company’s ranking as compared to the Peer Group based on total shareholder return (“TSR”) for the three year Performance Period ending December 31, 2015. If the Company achieves a positive TSR and finishes first (or tied for first) as compared to its Peer Group in TSR, then the amount to be paid under this award shall be the Pre-Adjustment Amount multiplied by 120%. If the Company achieves a positive, zero or negative TSR and finishes last (or tied for last) as compared to the Peer Group in TSR, then the amount to be paid under this award shall be the Pre-Adjustment Amount multiplied by 80%. If the Company does not finish first (or tied for first) or last (or tied for last) as compared to the Peer Group as to TSR, then there will be no adjustment to the Pre-Adjustment Amount to be paid under this award.

For purposes of this Performance Cash Award, “total shareholder return” or “TSR” for the three year Performance Period ending December 31, 2015 shall be determined by the Committee in accordance with the terms of the Plan and based on a hypothetical initial purchase of $100 in the Company’s stock and the stock of each company in the Peer Group on the last business day of the Fiscal Year ending December 31, 2012 and with any dividends distributed during the Performance Period hypothetically reinvested in such stock.

The “Peer Group” shall consist of the four publicly-traded companies included as the Company’s peer group as published under the heading “Shareholder Return Performance Graph” in Item 5 of PART II of the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (“Form 10-K”) for the Fiscal Year ending December 31, 2012. If any company listed in the Peer Group is no longer a publicly-traded company reporting on a Form 10-K or ceases to be included as one of the Peer Group members reported in the Company’s Form 10-K, then such company shall no longer be a member of the Peer Group. If the number of companies in the Peer Group is two or less by the end of the Performance Period due to the events described in the foregoing sentence, then no adjustment to the award shall be made based on the Company’s Peer Group TSR Ranking, unless the Committee, in its sole discretion, determines that the addition of one or more companies to the Peer Group is advisable to preserve the intent of this award, in which case, such additional company or companies shall be

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selected from among the publicly-traded companies listed as part of the Company’s peer group as published in the Company’s Form 10-K that is filed with the U.S. Securities and Exchange Commission for Fiscal Years ending December 31, 2013, 2014 and/or 2015.

Adjustments to EPS Performance Measures

For purposes of the Performance Cash Award and this Notice, in determining the extent to which, if any, the EPS Performance Measures are met, the Committee shall exclude the impact of charges for restructurings, discontinued operations (including dispositions and other divestitures), legal settlements, acquisition and integration costs, net income from noncontrolling interests, the tax impact of items excluded from income, extraordinary items and other unusual or non-recurring items, and the cumulative effects of accounting changes, each as defined by generally accepted accounting principles as identified in the Company’s financial statements, notes to the financial statements or management’s discussion and analysis. The EPS Performance Measures were established based on the “Medicare Reimbursement Rates” in effect on January 1, 2013 being reduced by the effects of sequestration effective March 1, 2013 and remaining unchanged for the balance of the Performance Period. To the extent such Medicare Reimbursement Rates are changed by law, regulation or other governmental action, the Committee shall adjust the EPS Performance Measures for the Fiscal Year ending December 31, 2015 accordingly to reflect the expected Medicare Reimbursement Rates for the remaining portion of the Performance Period. The Committee shall not exclude the impact of acquisitions or any other business combinations or net gain on sale of assets during the Performance Period, or any other events not expressly referenced herein. Adjustments outlined above are subject to the approval of the Committee, unless doing so would cause the compensation to not meet the requirements of Code Section 162(m).

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EXHIBIT B

GENTIVA HEALTH SERVICES, INC.

AMENDED AND RESTATED 2004 EQUITY INCENTIVE PLAN

NOTICE OF PERFORMANCE CASH AWARD

Name of Award Recipient:	[Name]
Threshold Award:	50% of Target Award
Target Award:	[Amount of Cash Compensation]
Maximum Award:	240% of Target Award (after all available adjustments)
Date of Grant:	February 19, 2013
Performance Period:	January 1, 2013 through December 31, 2015

Performance Measures

The Performance Measures will be (i) the following pre-established fully diluted earnings per share goals for the Fiscal Year ending December 31, 2015 (“EPS Performance Measures”) and (ii) the Company’s ranking compared to its Peer Group (as hereinafter described) based on total shareholder return for the three year Performance Period ending December 31, 2015 (“Peer Group TSR Ranking”).

EPS Performance Measures:

EPS Performance Measures – Fiscal Year Ending December 31, 2015
	Threshold			Target			Maximum
Fully Diluted Earnings Per Share (“EPS”)		50	%		100	%		200	%
	$	[	]	$	[	]	$	[	]

In order for the Award Recipient to earn an award for the Performance Period ending December 31, 2015, the Threshold EPS Performance Measure for the Fiscal Year ending December 31, 2015 must be met or exceeded; and if such Threshold EPS Performance Measure is not met or

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exceeded, no cash compensation will be earned under this Performance Cash Award for the Performance Period ending December 31, 2015 and the Performance Cash Award will be forfeited in its entirety without payment.

The Threshold and Target performance levels (i.e., 50% and 100%) will be increased on a pro-rata basis for EPS amounts between the Threshold and Target or Target and Maximum levels, respectively, and will be rounded up to the next highest whole dollar (the “Pre-Adjustment Amount”); provided that the Pre-Adjustment Amount shall not exceed 200% of the Target Award specified at the top of this Notice because of such rounding. For example, if the Threshold EPS amount for the Fiscal Year ending December 31, 2015 is $[            ], the Target EPS amount is $[        ] and the actual EPS amount is $[        ] (i.e., between the Threshold and Target performance levels), the EPS Performance Measures performance level for the Fiscal Year ending December 31, 2015 shall be [    ]% ([    ]% + [    ]% [[    ]% X $[        ]/$[        ]]).

Peer Group TSR Ranking:

The Pre-Adjustment Amount will be subject to adjustment depending upon the Company’s ranking as compared to the Peer Group based on total shareholder return (“TSR”) for the three year Performance Period ending December 31, 2015. If the Company achieves a positive TSR and finishes first (or tied for first) as compared to its Peer Group in TSR, then the amount to be paid under this award shall be the Pre-Adjustment Amount multiplied by 120%. If the Company achieves a positive, zero or negative TSR and finishes last (or tied for last) as compared to the Peer Group in TSR, then the amount to be paid under this award shall be the Pre-Adjustment Amount multiplied by 80%. If the Company does not finish first (or tied for first) or last (or tied for last) as compared to the Peer Group as to TSR, then there will be no adjustment to the Pre-Adjustment Amount to be paid under this award.

For purposes of this Performance Cash Award, “total shareholder return” or “TSR” for the three year Performance Period ending December 31, 2015 shall be determined by the Committee in accordance with the terms of the Plan and based on a hypothetical initial purchase of $100 in the Company’s stock and the stock of each company in the Peer Group on the last business day of the Fiscal Year ending December 31, 2012 and with any dividends distributed during the Performance Period hypothetically reinvested in such stock.

The “Peer Group” shall consist of the four publicly-traded companies included as the Company’s peer group as published under the heading “Shareholder Return Performance Graph” in Item 5 of PART II of the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (“Form 10-K”) for the Fiscal Year ending December 31, 2012. If any company listed in the Peer Group is no longer a publicly-traded company reporting on a Form 10-K or ceases to be included as one of the Peer Group members reported in the Company’s Form 10-K, then such company shall no longer be a member of the Peer Group. If the number of companies in the Peer Group is two or less by the end of the Performance Period due to the events described in the foregoing sentence, then no adjustment to the award shall be made based on the Company’s Peer Group TSR Ranking, unless the Committee, in its sole discretion, determines that the addition of one or more companies to the Peer Group is advisable to preserve the intent of this award, in which case, such additional company or companies shall be

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selected from among the publicly-traded companies listed as part of the Company’s peer group as published in the Company’s Form 10-K that is filed with the U.S. Securities and Exchange Commission for Fiscal Years ending December 31, 2013, 2014 and/or 2015.

Adjustments to EPS Performance Measures

For purposes of the Performance Cash Award and this Notice, in determining the extent to which, if any, the EPS Performance Measures are met, the Committee shall exclude the impact of charges for restructurings, discontinued operations (including dispositions and other divestitures), legal settlements, acquisition and integration costs, net income from noncontrolling interests, the tax impact of items excluded from income, extraordinary items and other unusual or non-recurring items, and the cumulative effects of accounting changes, each as defined by generally accepted accounting principles as identified in the Company’s financial statements, notes to the financial statements or management’s discussion and analysis. The EPS Performance Measures were established based on the “Medicare Reimbursement Rates” in effect on January 1, 2013 being reduced by the effects of sequestration effective March 1, 2013 and remaining unchanged for the balance of the Performance Period. To the extent such Medicare Reimbursement Rates are changed by law, regulation or other governmental action, the Committee shall adjust the EPS Performance Measures for the Fiscal Year ending December 31, 2015 accordingly to reflect the expected Medicare Reimbursement Rates for the remaining portion of the Performance Period. The Committee shall not exclude the impact of acquisitions or any other business combinations or net gain on sale of assets during the Performance Period, or any other events not expressly referenced herein. Adjustments outlined above are subject to the approval of the Committee, unless doing so would cause the compensation to not meet the requirements of Code Section 162(m).

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EX-10.4

Exhibit 10.4

GENTIVA HEALTH SERVICES, INC. 2004 EQUITY INCENTIVE PLAN

AMENDMENT & CONSENT TO 2013 STOCK OPTIONS

This Amendment and Consent (this “Amendment & Consent”) to certain stock options granted during 2013 (the “2013 Stock Options”) to Rodney D. Windley (the “Participant”) under the Gentiva Health Services, Inc. 2004 Equity Incentive Plan, amended and restated as of March 16, 2011 and as further amended by Amendments No. 1 and No. 2 thereto (the “Plan”) is made effective September 12, 2013. Except as otherwise provided in this Amendment & Consent, all capitalized terms herein shall have the same meaning as set forth in the Participant’s stock option agreement for the 2013 Stock Options.

W I T N E S S E T H:

WHEREAS, Gentiva Health Services, Inc., a Delaware corporation (the “Company”), maintains the Plan, under which the Participant was granted the 2013 Stock Options;

WHEREAS, the Company’s Board of Directors, on September 12, 2013, approved the Gentiva Health Services, Inc. Executive Incentive Compensation Recoupment Policy (the “Recoupment Policy”);

WHEREAS, the Company and the Participant have agreed to amend the 2013 Stock Options with respect to certain vesting terms and to be subject to the Recoupment Policy; and

WHEREAS, the Company and the Participant have agreed that the 2013 Stock Options will be amended as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Participant hereby agree as follows:

1. The time service conditions for vesting the 2013 Stock Options will no longer automatically be satisfied upon a Change of Control, but instead, like the share price conditions, will be satisfied upon the Participant’s termination of service without Cause by the Company or by the Participant for “good reason” (as defined in the Participant’s notice of stock option grant for the 2013 Stock Options) that occurs on or within two years following a Change of Control (or within one year before such Change of Control if the Committee determines that such termination of service arose in connection with or in anticipation of the Change of Control) and upon such termination of service following a Change of Control (or upon such Change of Control if the Committee determines that such termination of service was in connection with or anticipation of the Change of Control), the 2013 Stock Options shall remain exercisable for the remainder of their terms notwithstanding such termination of service.

2. The Committee’s ability to fully vest and lapse all restrictions of the 2013 Stock Options upon a Change of Control or terminate the 2013 Stock Options in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of

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the 2013 Stock Options upon a Change of Control shall be limited to only the situation where the successor entity in a Change of Control refuses to assume or substitute the 2013 Stock Options upon the consummation of such Change of Control.

3. The 2013 Stock Options shall be subject to the Recoupment Policy as in effect and amended from time to time.

4. Except as specifically modified in this Amendment & Consent, the 2013 Stock Options shall be and remain in full force and effect.

5. This Amendment & Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Company and the Participant have executed this Amendment & Consent to evidence their agreement and consent.

GENTIVA HEALTH SERVICES, INC.
By:	/s/ Tony Strange	Date:	9/13/2013
Print Name:	Tony Strange
Title:	President and Chief Executive Officer
PARTICIPANT
/s/ Rodney D. Windley		Date:	9/13/2013
Rodney D. Windley

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