SC 14D9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

GENTIVA HEALTH SERVICES, INC.

(Name of Subject Company)

GENTIVA HEALTH SERVICES, INC.

(Name of Person Filing Statement)

Common Stock, par value $.10 per share

(Title of Class of Securities)

37247A102

(CUSIP Number of Class of Securities)

John N. Camperlengo

Senior Vice President, General Counsel and Secretary

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, GA 30339-3314

(770) 951-6450

(Name, address and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Dennis J. Block, Esq.

Greenberg Traurig, LLP

MetLife Building

200 Park Avenue

New York, NY 10166

(212) 801-2222

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

ITEM 1.	SUBJECT COMPANY INFORMATION	1
ITEM 2.	IDENTITY AND BACKGROUND OF FILING PERSON	1
ITEM 3.	PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS	4
ITEM 4.	THE SOLICITATION OR RECOMMENDATION	9
ITEM 5.	PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED	14
ITEM 6.	INTEREST IN SECURITIES OF THE SUBJECT COMPANY	15
ITEM 7.	PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS	15
ITEM 8.	ADDITIONAL INFORMATION	16
ITEM 9.	EXHIBITS	23

ITEM 1. SUBJECT COMPANY INFORMATION

Name and Address

The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits attached hereto, this “Statement”) relates is Gentiva Health Services, Inc., a Delaware corporation (“Gentiva” or the “Company”). Gentiva’s principal executive offices are located at 3350 Riverwood Parkway, Suite 1400, Atlanta, Georgia 30339-3314. Gentiva’s telephone number at this address is (770) 951-6450.

Securities

The title of the class of equity securities to which this Statement relates is Gentiva’s Common Stock, par value $0.10 per share, including the associated rights to purchase shares of Series B Junior Participating Preferred Stock (“Rights,” and together with the Gentiva Common Stock, the “Gentiva Common Shares”), issued pursuant to the Rights Agreement, dated as of May 22, 2014, between Gentiva and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). As of June 27, 2014, there were 36,845,738 Gentiva Common Shares outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON

Name and Address

The name, business address and business telephone number of Gentiva, which is the subject company and the person filing this Statement, are set forth in Item 1 above.

Tender Offer

This Statement relates to the tender offer by Kindred Healthcare Development 2, Inc. (the “Offeror”), a Delaware corporation and a wholly owned subsidiary of Kindred Healthcare, Inc., a Delaware corporation (“Kindred”), to purchase all outstanding Gentiva Common Shares at a price of $14.50 per share, net to the seller in cash, without interest and less any required withholding taxes. The tender offer is being made on the terms and subject to the conditions described in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, the “Schedule TO”), filed by Kindred and Offeror with the Securities and Exchange Commission (the “SEC”) on June 17, 2014, as amended and supplemented from time to time. The value of the consideration offered, together with all of the terms and conditions applicable to the tender offer, is referred to in this Statement as the “Offer.”

Kindred has stated that the purpose of the Offer is to acquire control of, and the entire equity interest in, Gentiva. Kindred has indicated that it intends, as soon as practicable after the consummation of the Offer, to seek to consummate a merger of Gentiva with a wholly owned subsidiary of Kindred (the “Proposed Merger”). Kindred has also stated that it may nominate, and solicit proxies for the election of, a slate of nominees for election at Gentiva’s 2015 annual meeting of stockholders (the “Gentiva Annual Meeting”). In addition, whether or not Kindred proposes a merger or other business combination with Gentiva and whether or not its nominees are elected at the Gentiva Annual Meeting, the Schedule TO states that Kindred intends, as soon as practicable after consummation of the Offer, to seek maximum representation on the Board of Directors of Gentiva (the “Gentiva Board”) and, promptly after the consummation of the Offer, to request that some or all of the current members of the Gentiva Board resign and that Kindred’s designees be elected to fill the vacancies so created.

The Offer is subject to numerous conditions, which include the following, among others:

• The “Minimum Tender Condition” —there being validly tendered and not withdrawn before the expiration of the Offer a number of Gentiva Common Shares which, together with the Gentiva Common Shares then owned by Kindred and its subsidiaries, represents at least a majority of the total number of all then outstanding Gentiva Common Shares outstanding;

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• The “Merger Agreement Condition” —Kindred, the Offeror and Gentiva having entered into a definitive merger agreement with respect to the acquisition of Gentiva by Kindred providing for a second step merger pursuant to Section 251(h) of the DGCL, with Gentiva surviving as a wholly owned subsidiary of Kindred, without the requirement for approval of any stockholder of Gentiva, to be effected as soon as practicable following the consummation of the Offer;

• The “Section 203 Condition” —the Gentiva Board having approved the Offer under Section 203 of the DGCL or Kindred being satisfied, in its reasonable judgment, that Section 203 of the DGCL is inapplicable to the Offer and the Proposed Merger of Gentiva and the Offeror as described in the Schedule TO;

• The “Rights Plan Condition” —the Gentiva Board having redeemed the Rights or Kindred being satisfied, in its reasonable judgment, that the Rights have been invalidated or are otherwise inapplicable to the Offer and the Proposed Merger as described in the Schedule TO;

• The “Antitrust Condition” —the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), having expired or been terminated as described in the Schedule TO; and

• The “Impairment Condition” —Gentiva not being a party to any agreement or transaction having the effect of impairing, in Kindred’s reasonable judgment, the Offeror’s or Kindred’s ability to acquire Gentiva or otherwise diminishing the expected value to Kindred of the acquisition of Gentiva.

In addition, Kindred is not required to consummate the Offer and may terminate or amend the Offer if at any time any of the following conditions exist, which conditions may be asserted by Kindred or Offeror in their sole discretion regardless of the circumstances giving rise to any such condition failing to be satisfied:

• there is threatened, instituted or pending any action or proceeding by any person challenging or seeking to restrain or prohibit the making of the Offer, seeking to obtain material damages in connection with the Offer, seeking to restrain or prohibit the exercise of Kindred’s full rights of ownership of Kindred’s or Gentiva’s business, seeking to require divestiture by Kindred of any Gentiva Common Shares, seeking any material diminution in the benefits expected to be derived by Kindred from the transactions contemplated by the Offer, or that otherwise, in Kindred’s reasonable judgment, has or may have material adverse significance with respect to either the value of Gentiva or any of its subsidiaries or affiliates or the value of the Gentiva Common Shares to Kindred (the “No Lawsuits Condition”);

• any action is taken, or any statute, rule, regulation, interpretation, judgment, injunction, order or decree is proposed, enacted, enforced, promulgated, amended, issued or deemed applicable to Kindred, the Offeror or any of their subsidiaries or affiliates, the Offer, the acceptance for payment of or payment for Gentiva Common Shares, or any merger or other business combination involving Gentiva (including the Proposed Merger), by any court, government or agency (other than the application of the waiting period of the HSR Act to the Offer or to any such merger or other business combination), that, in Kindred’s reasonable judgment, does or may, directly or indirectly, result in any of the consequences referred to in the bullet point immediately above (the “No Diminution of Benefits Condition”);

• there occurs any decline in either the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 15%, measured from the close of business on June 16, 2014 (the “Market Index Condition”);

• any change occurs or is threatened (or any development occurs or is threatened involving a prospective change) in the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of Gentiva or any of its subsidiaries that, in Kindred’s reasonable judgment, is or may be materially adverse to Gentiva or any of its subsidiaries, or Kindred becomes aware of any facts that, in its reasonable judgment, have or may have material adverse significance with respect to either the value of Gentiva or any of its affiliates or the value of the Gentiva Common Shares to Kindred;

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• there occurs (a) any change in the general political, market, economic or financial conditions in the United States or abroad that, in Kindred’s reasonable judgment, could have a material adverse effect on the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of Gentiva and its subsidiaries, taken as a whole, (b) any material adverse change (or development or threatened development involving a prospective material adverse change) in United States dollars or any other currency exchange rates or a suspension of, or a limitation on, the markets therefor, (c) any limitation (whether or not mandatory by any governmental authority or agency on, or any other event that, in Kindred’s reasonable judgment, may adversely affect the extension of credit by banks or other financial institutions, (d) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market, (e) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (f) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any attack on, outbreak or act of terrorism involving the United States, or (g) in the case of any of the foregoing existing as of the close of business on June 16, 2014, a material acceleration or worsening thereof (together with the condition in the bullet point immediately above this bullet point, the “No Material Adverse Effect Condition”);

• any other person publicly proposes or makes a tender or exchange offer for some or all of the Gentiva Common Shares or enters into any agreement or makes any proposal with respect to a tender or exchange offer, merger, consolidation or other business combination with Gentiva, or has acquired or proposes to acquire more than 5% of any class or series of capital stock of Gentiva, or any person that filed a Schedule 13D or 13G with the SEC prior to June 17, 2014 acquires or proposes to acquire beneficial ownership of additional Gentiva Common Shares constituting 1% or more of any such class or series, or any person files a Notification and Report Form under the HSR Act or makes a public announcement reflecting an intent to acquire Gentiva or any assets or securities of Gentiva (the “Stockholder Ownership Condition”);

• Gentiva or any of its subsidiaries has split, combined or otherwise changed, or authorized or proposed the split, combination or other change of, the Gentiva Common Shares or its capitalization, acquired or caused a reduction in the number of outstanding Gentiva Common Shares, issued or sold any Gentiva Common Shares, declared or paid any dividends, or altered any material term of any outstanding security or issued or sold any debt security;

• Gentiva has authorized or recommended or announced its intent to enter into an agreement with respect to or effected any merger or business combination, acquisition or disposition of assets or relinquishment of any material contract or other rights not in the ordinary course of business, or enters into any agreement or arrangement with any person that, in Kindred’s reasonable judgment, has or may have material adverse significance with respect to either the value of Gentiva or any of its subsidiaries or the value of the Gentiva Common Shares to Kindred;

• Gentiva has adopted or amended any employment, severance, change in control, retention or other similar agreement other than in the ordinary course of business, or adopted or amended any such agreements or plans so as to provide for increased benefits to officers, directors, employees or consultants as a result of or in connection with the Offer;

• Gentiva has amended or proposed any amendment to the Gentiva Certificate of Incorporation or By-Laws (the conditions in this bullet point and the immediately preceding three bullet points referred to together as the “No Material Change Condition”);

• Kindred becomes aware (a) that any material contractual right of Gentiva has been impaired or otherwise adversely affected or that any material amount of indebtedness of Gentiva (other than indebtedness under its existing indenture) has been accelerated or has otherwise become due or become subject to acceleration prior to its stated due date in connection with the Offer or the consummation by Kindred of a business combination with Gentiva, or (b) of any covenant, term or condition in any instrument or agreement of Gentiva that, in Kindred’s reasonable judgment, has or may have material

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adverse significance with respect to either the value of Gentiva or any of its affiliates or the value of the Gentiva Common Shares to Kindred or any of its affiliates (including any event of default that may ensue in connection with the Offer, the acceptance for payment of or payment for some or all of the Gentiva Common Shares by Kindred or the consummation of a business combination between Kindred and Gentiva) (the “No Adverse Effect on Contracts Condition”);

• Kindred or any of its affiliates enters into a definitive agreement or announces an agreement in principle with Gentiva providing for a merger or other similar business combination with Gentiva or the purchase of securities or assets of Gentiva, or Kindred and Gentiva reach any other agreement or understanding pursuant to which it is agreed that the Offer will be terminated;

• Gentiva or any of its subsidiaries shall have (a) granted to any person proposing a merger or other business combination with or involving Gentiva or any of its subsidiaries or the purchase of securities or assets of Gentiva or any of its subsidiaries any type of option, warrant or right which, in Kindred’s reasonable judgment, constitutes a “lock-up” device (including a right to acquire or receive any Gentiva Common Shares or other securities, assets or business of Gentiva or any of its subsidiaries) or (b) paid or agreed to pay any cash or other consideration to any party in connection with or in any way related to any such business combination or purchase; or

• any required approval, permit, authorization, extension, action or non-action, waiver or consent of any governmental authority or agency shall not have been obtained on terms satisfactory to Kindred and the Offeror or any waiting period or extension thereof imposed by any government or governmental authority or agency with respect to the Offer shall not have expired.

For a full description of the conditions to the Offer, please see Annex A attached hereto. The foregoing summary of the conditions to the Offer does not purport to be complete and is qualified in its entirety by reference to the contents of Annex A attached hereto.

The Schedule TO states that the principal executive offices of Kindred and Offeror are located at 680 South Fourth Street, Louisville, Kentucky 40202 and that the telephone number of its principal executive offices is (502) 596-7300.

The Company has made information relating to the Offer available online at http://investors.gentiva.com/sec.cfm and the Company has filed this Schedule 14D-9 and Kindred and Offeror have filed the Schedule TO with the SEC and such Schedules are available at the website maintained by the SEC at www.sec.gov. The information on Gentiva’s website is not a part of this Statement and is not incorporated by reference into this Statement.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Except as described in this Statement or in the excerpts from the Gentiva Definitive Proxy Statement on Schedule 14A, dated and filed with the SEC on March 25, 2014 (the “2014 Proxy Statement”), relating to Gentiva’s 2014 Annual Meeting of Stockholders, which excerpts are filed as Exhibit (e)(1) to this Statement and incorporated herein by reference, as of the date of this Statement, there are no material agreements, arrangements or understandings, nor any actual or potential conflicts of interest, between Gentiva or any of its affiliates, on the one hand, and (i) Gentiva or any of its executive officers, directors or affiliates, or (ii) Kindred, Offeror or any of their respective executive officers, directors or affiliates, on the other hand. Exhibit (e)(1) is incorporated herein by reference and includes the following sections from the 2014 Proxy Statement: “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation” (including “Compensation Discussion and Analysis” and “Compensation Committee Report”), “Summary Compensation Table,” “Grants of Plan-Based Awards During Fiscal Year 2013,” “Outstanding Equity Awards at 2013 Fiscal Year-End,” “Option Exercises and Stock Vested During Fiscal Year 2013,” “Nonqualified Deferred Compensation for Fiscal Year 2013,” “Potential Payments Upon Termination or Change in Control,” “Director Compensation,” “Equity Compensation Plan Information,” and “Certain Relationships and Related Transactions.”

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Any information contained in the excerpts and sections from the 2014 Proxy Statement incorporated by reference herein shall be deemed modified or superseded for purposes of this Statement to the extent that any information contained herein modifies or supersedes such information.

Relationship with Kindred

According to the Schedule TO, as of June 17, 2014, Kindred and its subsidiaries beneficially owned 100 Gentiva Common Shares, representing less than one percent of the outstanding Gentiva Common Shares.

Gentiva has agreements with facilities of Kindred to provide general inpatient, respite and routine care to Gentiva patients. Gentiva also seeks referrals for its home health and hospice business from Kindred facilities.

Consideration Payable Pursuant to the Offer and the Proposed Merger

If the Gentiva directors and executive officers were to tender any Gentiva Common Shares they own pursuant to the Offer, they would receive the same cash consideration on the same terms and conditions as the other Gentiva stockholders. As of June 30, 2014, the Gentiva directors and executive officers owned an aggregate of 4,904,285 Gentiva Common Shares. If the Gentiva directors and executive officers were to tender all of such Gentiva Common Shares for purchase pursuant to the Offer and those Gentiva Common Shares were accepted for purchase by Kindred, the Gentiva directors and executive officers would receive an aggregate of approximately $71,112,132.50 in cash.

As of June 30, 2014, the Gentiva directors and executive officers held options to purchase an aggregate of 3,075,866 Gentiva Common Shares, with exercise prices ranging from $5.16 to $28.17 and an aggregate weighted average exercise price of $13.41 per share, 1,698,684 of which were vested and exercisable as of that date. Any Gentiva stock options held by the Gentiva directors and executive officers were issued pursuant to the 2004 Equity Incentive Plan (amended and restated as of March 16, 2011), as amended by Amendments No. 1 and 2 thereto, filed as Exhibits (e)(2), (e)(3) and (e)(4), respectively, to this Statement, and incorporated herein by reference (the “Plan”).

The Offer as currently contemplated, if consummated, would constitute a change in control of Gentiva for purposes of the Plan. As a result, 3,426,114 outstanding stock options, stock appreciation rights and any other awards under the Plan, granted prior to September 12, 2013 (but excluding stock options and restricted stock granted to Named Executive Officers in 2013 prior to September 12, 2013), will immediately become vested and exercisable, any restrictions on such restricted stock awards, performance share units or performance cash awards will immediately lapse and all awards would remain exercisable for the remainder of their terms, even if the award recipient were not to terminate employment. However, 1,888,200 outstanding stock options, stock appreciation rights and any other awards under the Plan granted on or after September 12, 2013 or granted to Named Executive Officers in 2013 prior to September 12, 2013 will become vested and exercisable and any restrictions thereupon will lapse upon a change in control only upon a termination of a grantee’s service by Gentiva without cause or for good reason within two years after a change in control. Upon a change in control, all awards under the Plan become subject to the terms of any agreement effecting the change in control.

If the Offeror reduces the number of Gentiva Common Shares subject to the Offer to a number equal to 14.9% of the outstanding Gentiva Common Shares, consummation of the Offer will not constitute a change in control for purposes of the Plan.

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The following table summarizes, with respect to (1) each Gentiva director, (2) each Gentiva Named Executive Officer, and (3) all executive officers (other than the Named Executive Officers) (the “Other Executive Officers”) as a group, the aggregate, positive difference in value between $14.50 and the per share exercise prices (the “Spread Value”) of the options to purchase Gentiva Common Shares held by such directors and executive officers as of June 30, 2014:

Name	Gentiva Common Shares Subject to Unvested Options(#)		Aggregate Spread Value of Unvested Options($)		Gentiva Common Shares Subject to Vested Options(#)		Aggregate Spread Value of Vested Options($)
Named Executive Officers(1)
Tony Strange		346,449	$	1,835,325		798,751	$	2,297,680
Eric R. Slusser		93,433	$	554,640		193,767	$	811,361
David A. Causby		101,067	$	562,573		141,699	$	379,201
Jeff Shaner		84,267	$	501,925		134,133	$	473,853
Rodney Windley		625,000	$	2,418,750		125,000	$	532,500
Other Executive Officers		126,966	$	754,836		305,334	$	966,018
Directors(1)
Robert S. Forman, Jr.		—		—		—		—
Victor F. Ganzi		—		—		—		—
R. Steven Hicks		—		—		—		—
Philip R. Lochner, Jr.		—		—		—		—
Stuart Olsten		—		—		—		—
Sheldon M. Retchin		—		—		—		—
Raymond S. Troubh		—		—		—		—
Total		1,377,182	$	6,628,049		1,698,684	$	5,460,613

(1) Messrs. Strange and Windley serve as both Named Executive Officers and as Directors

Potential Severance and Change in Control Benefits

Gentiva has entered into change in control agreements (the “CIC Agreements”) with Messrs. Tony Strange, Eric R. Slusser, John N. Camperlengo, David A. Causby, Jeff Shaner and Rodney D. Windley and Dr. Charlotte Weaver. The terms of the CIC Agreements provide salary and benefit continuation if (1) there is a change in control of Gentiva and (2) Gentiva or a successor terminates a covered executive’s employment without cause or the executive terminates employment for good reason, in each case within two years following a change in control, or Gentiva terminates the executive without cause within one year before a change in control, if the termination arises in connection with the change in control (a “Qualifying Termination”). Good reason includes a material diminution of position, a material decrease in base compensation, a material breach of any employment agreement, or a material change in location. The Offer as currently contemplated, if consummated, would constitute a change in control for purposes of each of the CIC Agreements. If the Offeror reduces the number of Gentiva Common Shares subject to the Offer to a number equal to 14.9% of the outstanding Gentiva Common Shares, consummation of the Offer will not constitute a change in control for purposes of the CIC Agreements.

Under the CIC Agreements, in the event of a Qualifying Termination, an executive would be entitled to:

• a lump-sum payment equal to two times the sum of (1) the executive’s annual base salary at the time of termination, plus (2) the executive’s target annual bonus for the year of termination or average annual bonus for the three years before the year of termination, whichever is higher;

• payment of base salary through the date of termination of employment, together with payment for unused vacation, and a pro rata share of the target annual bonus for the year of termination without regard to whether the performance goals are attained;

• continuation of health and welfare benefits for up to two years;

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• full vesting of the executive’s options, other equity-based awards and performance cash awards, and accelerated vesting of any accrued retirement benefits; and

• additional cash payments for any equity or incentive awards that are forfeited in connection with certain terminations of employment within the one year period before a change in control occurs.

The cash and non-cash amounts payable under the CIC Agreements will be reduced to the maximum amount permitted without the imposition of an excise tax under the Internal Revenue Code but only if the resulting net after-tax amount for the individual is greater than the net after-tax amount without any such reduction. The above description of the CIC Agreements is qualified in its entirety by reference to the Form of Change in Control Agreement filed as Exhibit (e)(5) to this Statement and incorporated herein by reference.

Gentiva has in place severance agreements (the “Severance Agreements”) with Messrs. Strange, Slusser, Camperlengo, Causby, Shaner and Windley and Dr. Weaver. These severance agreements provide severance benefits if Gentiva or any successor terminates the officer other than for “cause,” or if, subject to certain notice and cure provisions, the officer terminates his employment within 60 days after Gentiva or any successor reduces the officer’s base salary, other than a general salary reduction that applies to a majority of salaried employees. The severance benefits generally consist of: continued base salary for 12 months; an additional cash payment in an amount equal to one times the executive’s target annual bonus for the year of termination; a pro rata share of the annual bonus for the year of termination (subject to attainment of performance goals); and continued health benefits for up to 12 months. No benefits are payable under the severance agreement if benefits are payable under the officer’s CIC Agreement. Pursuant to the severance agreements, the officers agreed to sign a general release following termination. The above description of the Severance Agreements is qualified in its entirety by reference to the Form of Severance Agreement filed as Exhibit (e)(6) to this Statement and incorporated herein by reference.

The following table presents, with respect to (1) each Gentiva Named Executive Officer and (2) with respect to all Other Executive Officers as a group, an estimate of the amounts of severance benefits payable in the event of a Qualifying Termination, estimated as of June 30, 2014. For a quantification of the Spread Value of vested and unvested options to purchase Gentiva Common Shares based on a $14.50 per share value, see the table above under the heading “Consideration Payable Pursuant to the Offer and the Proposed Merger.”

	Tony Strange		Eric R. Slusser			David A. Causby		Jeff Shaner		Rodney Windley		Other Executive Officers
Severance and Incentive Vesting Acceleration
Severance—Base Salary	$	1,750,000	$	950,000		$	1,100,000	$	850,000	$	1,500,000	$	1,450,000
Severance—Annual Incentive	$	1,750,000	$	712,500		$	935,000	$	637,500	$	—	$	1,015,000
Pro-Rata 2014 Cash Incentive	$	437,500	$	178,125		$	233,750	$	159,375	$	—	$	253,750
Stock Option Vesting	$	1,835,325	$	554,640		$	562,573	$	501,925	$	2,418,750	$	754,836
Restricted Stock Vesting	$	2,821,700	$	1,465,950		$	1,568,900	$	1,312,250	$	—	$	1,987,950
2012 Performance Cash Award Vesting	$	1,214,063	$	439,375		$	393,125	$	393,125	$	—	$	595,469
2013 Performance Cash Award Vesting	$	1,312,500	$	475,000		$	425,000	$	425,000	$	—	$	643,750
2014 Performance Cash Award Vesting	$	1,312,500	$	475,000		$	687,500	$	425,000	$	—	$	643,750
Benefits and Perquisites:												$	—
Health and Welfare Benefits	$	27,800	$	27,800		$	27,800	$	27,800	$	27,800	$	36,700
Life Insurance	$	1,100	$	1,100		$	1,100	$	1,100	$	1,100	$	2,200
Executive Physical	$	8,800	$	8,800		$	8,800	$	8,800	$	8,800	$	17,600
Outplacement Services	$	30,000	$	30,000		$	30,000	$	30,000	$	30,000	$	60,000
												$	—
Severance Cut Back to Eliminate Excise Tax	$	—	$	(561,714	)	$	—	$	—	$	—	$	—
												$	—
Total	$	12,501,288	$	4,756,576		$	5,973,548	$	4,771,875	$	3,986,450	$	7,461,005

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Directors’ Compensation

Under the Gentiva’s director compensation policy, only directors who are not employees of Gentiva receive compensation for their services as directors. Non-employee directors receive an annual retainer of $50,000 payable in cash, plus a fee of $2,000 for each Board or committee meeting attended (or $750 if attendance is at a meeting held by telephone), and $750 for participating in each business update conducted by management. Any non-employee director who serves as chairperson of a committee of the Board receives an additional $10,000 annual retainer for acting as chairperson, except that the chairperson of the Audit Committee receives a $20,000 annual retainer. The Lead Director receives an additional $20,000 annual retainer.

A majority of the non-employee directors’ compensation is in the form of deferred stock units awarded pursuant to the Stock & Deferred Compensation Plan for Non-Employee Directors (amended and restated as of December 31, 2007), as amended by Amendments No. 1, 2 and 3 thereto, filed as Exhibits (e)(7), (e)(8), (e)(9) and (e)(10), respectively, to this Statement, and incorporated herein by reference (the “Non-Employee Directors Plan”). Pursuant to the Non-Employee Directors Plan, each non-employee director also receives an annual retainer in the form of a deferred stock unit award valued at $120,000, which is credited quarterly to a bookkeeping account for the non-employee director. The number of deferred stock units credited to each director’s account quarterly is calculated by dividing $30,000 by the average closing price of a Gentiva Common Share on NASDAQ for the ten trading days preceding the quarterly calculation date. Upon termination of service on the Gentiva Board, the director is entitled to receive a number of Gentiva Common Shares equal to the number of deferred stock units then credited to the director’s account. The Gentiva Common Shares underlying the deferred stock units cannot be sold by the directors until termination of their directorship.

Any director who is also an employee does not receive any additional compensation for serving on Gentiva’s Board. However, Gentiva reimburses all directors, regardless of whether or not they are Gentiva employees, for out-of-pocket expenses incurred in connection with attending Board and committee meetings.

Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) permits Gentiva to indemnify any of its directors or officers against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, incurred in defense of any action (other than an action by or in the right of Gentiva) arising by reason of the fact that he or she is or was an officer or director of Gentiva if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Gentiva and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 also permits Gentiva to indemnify any such officer or director against expenses incurred in an action by or in the right of Gentiva if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Gentiva, except in respect of any matter as to which such person is adjudged to be liable to Gentiva, in which case court approval must be sought for indemnification. This statute requires indemnification of such officers and directors against expenses to the extent they may be successful in defending any such action. This statute provides that it is not exclusive of other indemnification that may be granted by the Gentiva By-Laws, a vote of stockholders or disinterested directors, agreement or otherwise. The statute permits purchase of liability insurance by the registrant on behalf of officers and directors, and Gentiva has purchased such insurance.

Section 8.2 of Gentiva’s Certificate of Incorporation provides for non-exclusive indemnification of directors and officers to the full extent required or permitted by the DGCL now or hereafter in force, including the advance of expenses. Article 4 of the Gentiva By-Laws requires indemnification to the fullest extent permitted and in the manner required by the laws of the State of Delaware to any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director or officer of Gentiva or served any other enterprise as a director or officer at the request of Gentiva. The indemnification provided for in Article 4 is expressly not exclusive of any other rights to which any director or officer may be entitled apart from the provisions of that Article.

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Gentiva also has in place Indemnification Agreements (the “Indemnification Agreements”) with the directors and certain officers of the Company. The Indemnification Agreements supplement Gentiva’s By-Laws and Delaware law and provide, among other things, procedures for the determination of a director’s or officer’s right to receive indemnification and the advancement of expenses. Subject to the express terms of the Indemnification Agreements, Gentiva shall advance to and reimburse the directors and officers who are parties to such agreements for expenses incurred in connection with a proceeding as to which they may be indemnified, and Gentiva’s obligations under the Indemnification Agreements continue even after a covered party ceases to be a director or officer. The foregoing description is qualified in its entirety by reference to the full text of the Form of Indemnification Agreement, filed as Exhibit (e)(11) to this Statement and incorporated herein by reference.

ITEM 4. THE SOLICITATION OR RECOMMENDATION

Solicitation/Recommendation

After careful consideration, including review of the terms and conditions of the Offer in consultation with Gentiva’s financial and legal advisors, the Gentiva Board, by unanimous vote at a meeting on June 26, 2014, determined that the Offer is inadequate to Gentiva’s stockholders and that the Offer is not in the best interests of Gentiva’s stockholders. Accordingly, for the reasons described in more detail below, the Gentiva Board unanimously recommends that Gentiva’s stockholders reject the Offer and NOT tender their Gentiva Common Shares to Offeror pursuant to the Offer. Please see “—Reasons for Recommendation” below for further detail.

If you have tendered your Gentiva Common Shares, you can withdraw them. For assistance in withdrawing your Gentiva Common Shares, you can contact your broker or Gentiva’s information agent, MacKenzie Partners, Inc., at the address and phone number below.

105 Madison Avenue

New York, NY 10016

Toll free: (800) 322-2885

Collect: (212) 929-5500

Copies of the press release and a letter to Gentiva’s stockholders relating to the recommendation of the Gentiva Board to reject the Offer are filed as Exhibits (a)(1) and (a)(2) hereto and are incorporated herein by reference.

Background of the Offer and Reasons for Recommendation

Background of the Offer

On April 9, 2014, Paul J. Diaz, the Chief Executive Officer of Kindred, met with Gentiva’s Executive Chairman, Rodney D. Windley, and Gentiva’s Chief Executive Officer, Tony Strange, over lunch at Gentiva’s offices. At that meeting, Mr. Diaz made an unsolicited verbal proposal for Kindred to acquire all of the stock of Gentiva for $13.25 per share, consisting of $6.625 in cash and $6.625 in Kindred stock. Mr. Diaz said that Kindred wanted to do a friendly transaction. Mr. Windley and Mr. Strange told Mr. Diaz that, in their view, the Gentiva Board was committed to the One Gentiva strategy, which had just launched during Q4 2013, but that they would take Kindred’s proposal to the Board for its consideration and reply to Mr. Diaz in a few days’ time.

Following the meeting with Mr. Diaz, Mr. Windley contacted Victor F. Ganzi, Gentiva’s Lead Director, and informed him of Mr. Diaz’s unsolicited verbal proposal. Mr. Windley and Mr. Ganzi decided to convene a telephonic meeting with the Gentiva Board for the next day to discuss the unsolicited proposal. On the April 10 Gentiva Board conference call, after careful consideration of the unsolicited proposal, including discussions with financial advisor Edge Healthcare Partners and legal counsel Greenberg Traurig, LLP, the Board determined that Kindred’s unsolicited proposal undervalued Gentiva, was opportunistic and offered an unattractive currency. Accordingly, the Gentiva Board instructed Mr. Windley to inform Mr. Diaz of the Gentiva Board’s determination.

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On April 15, 2014, Mr. Diaz called Mr. Windley to inform him that a letter had been sent to him on April 14 which contained a proposal that Kindred acquire all of the stock of Gentiva for $13.00 per share, comprised of 50% cash and 50% Kindred stock. The full text of this letter is set forth as Exhibit (a)(3) and is incorporated by reference herein. When Mr. Windley received the letter from Mr. Diaz later that day, he circulated it to the Gentiva Board, Greenberg Traurig and Edge Healthcare Partners, and a meeting of the Board was called for April 17 to discuss the unsolicited proposal.

On April 17, 2014, prior to the Gentiva Board meeting, Mr. Diaz called Mr. Windley to reiterate Kindred’s interest in acquiring Gentiva and to request a conversation with regard to price and terms.

The Gentiva Board, at its April 17 meeting, again carefully considered the unsolicited proposal, with the assistance of Edge Healthcare Partners and Greenberg Traurig. The Gentiva Board determined that Kindred’s unsolicited proposal undervalued Gentiva and was opportunistic, and that the Gentiva Board’s long-term strategy as a stand-alone company would generate more value to stockholders. Accordingly, the Gentiva Board directed Greenberg Traurig to draft a response letter to Kindred, rejecting the unsolicited proposal.

On April 28, 2014, Mr. Windley, on behalf of the Board, sent the following letter to Mr. Diaz informing him of the determination of the Gentiva Board:

April 28, 2014

Kindred Healthcare, Inc.

680 South Fourth Street

Louisville, Kentucky

Attention: Paul J. Diaz, Chief Executive Officer Edward L. Kuntz, Chairman of the Board

Dear Paul,

Tony and I enjoyed meeting with you earlier this month, learning more about Kindred Healthcare, and hearing your views with regard to the evolution of the post-acute care industry and your thoughts on the combination of our two companies.

Our Board of Directors has carefully considered Kindred’s unsolicited proposal to combine our two businesses, expressed during the course of our meeting on April 9 and detailed in your letter dated April 14. However, our Board believes that our long-term strategy as a stand-alone company will generate more value to our shareholders. Accordingly, at this time, we are not interested in pursuing the transaction you are proposing.

Also, regarding a separate but related issue, I was shocked to learn that certain Kindred executives are approaching executives in our company about going to work for Kindred, even though those executives are subject to publicly disclosed non-compete agreements. In addition, in connection with your recruiting efforts, your executives are providing to those recruits what we believe to be material non-public information that you agreed to keep confidential. Paul, I am deeply disappointed in these actions and would like to take this opportunity to remind you and make it very clear that we do not approve or condone this behavior.

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If you have any questions, please call me directly at 770.951.6105.

Sincerely,

Rodney D. Windley

Executive Chairman

Gentiva Health Services, Inc.

cc:	Tony Strange
	Chief Executive Officer
	Victor Ganzi
	Lead Director

On April 29, 2014, Mr. Diaz called Mr. Strange and said he had not yet received Mr. Windley’s letter dated April 28, so Mr. Strange read him the contents. Mr. Diaz said that Kindred’s board of directors would be disappointed and that he would look into the recruitment issues.

On May 5, 2014, Mr. Diaz sent Mr. Windley and Mr. Strange a letter proposing that Kindred acquire all of the stock of Gentiva for $14.00 per share, comprised of 50% cash and 50% Kindred stock, along with supporting materials. The full text of this letter is set forth as Exhibit (a)(4) and is incorporated by reference herein.

A meeting of the Gentiva Board was held on May 6, 2014 to discuss the revised unsolicited proposal. The Gentiva Board considered the proposal, with the assistance of Edge Healthcare Partners and Greenberg Traurig, and determined to consider further the Kindred proposal at the May 9 meeting of the Gentiva Board. At its May 9, 2014 meeting, after careful consideration of advice from its legal counsel, Greenberg Traurig, and financial information and analyses provided to Gentiva by its financial advisor, Edge Healthcare Partners, the Gentiva Board unanimously concluded that Kindred’s unsolicited proposal undervalued Gentiva, was opportunistic and offered an unattractive currency. Accordingly, the Gentiva Board unanimously rejected the proposal and directed that a letter be sent to Kindred rejecting its proposal.

On May 13, Mr. Windley and Mr. Ganzi, on behalf of the Board, sent a letter to Mr. Diaz rejecting the unsolicited proposal. The full text of this letter is set forth as Exhibit (a)(5) and is incorporated by reference herein.

On May 15, Kindred publicly announced its unsolicited proposal to acquire all of the stock of Gentiva for $14.00 per share, comprised of 50% cash and 50% Kindred stock, and also offered to modify its offer to comprise 100% cash, if the Gentiva Board so requested.

At a meeting of the Gentiva Board held later in the day on May 15, which included participation by Barclays, which had been retained as an additional financial advisor to Gentiva, the Kindred proposal was discussed and considered. After careful consideration of advice from Greenberg Traurig and financial information, analyses and advice provided to the Gentiva Board by Barclays and Edge Healthcare Partners, the Gentiva Board unanimously concluded that Kindred’s unsolicited proposal undervalued Gentiva and its prospects for continued growth and shareholder value creation and was not in the best interests of Gentiva stockholders. Accordingly, the Gentiva Board unanimously rejected the proposal and directed that a press release rejecting the unsolicited proposal be issued.

A meeting of the Gentiva Board was held on May 21, 2014, which included participation by the outside advisors as well as John N. Camperlengo, General Counsel of the Company, and Eric R. Slusser, Chief Financial Officer of the Company. At that meeting the Barclays, Edge Healthcare Partners and Greenberg Traurig representatives discussed with the Gentiva Board some of the key variables of stockholder rights plans. After considering various factors and determining that the possible accumulation of Gentiva Common Shares and derivative positions in Gentiva was a serious concern to Gentiva and its stockholders, the Board unanimously determined that it was in the best interests of Gentiva and its stockholders to adopt a one year stockholder rights plan (the “Rights Plan”).

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On May 23, Gentiva issued a press release announcing that the Gentiva Board had adopted the one year Rights Plan. The press release stated that the Rights Plan was intended to ensure that the Gentiva Board remains in the best position to perform its fiduciary duties and to ensure that the value it is creating accrues to Gentiva and not to someone else looking to opportunistically appropriate that value.

On May 27, 2014, Mr. Diaz sent a letter to Mr. Windley and Mr. Strange, which Kindred made public, stating that Kindred “will not be deterred” in the pursuit of its unsolicited proposal. The full text of this letter is set forth as Exhibit (a)(6) and is incorporated by reference herein.

On June 16, 2014, Kindred announced that on the following day Kindred and the Offeror would commence the Offer at a price of $14.50 per share in cash. On the same day, Gentiva issued a press release requesting that its stockholders take no action in response to the Offer and informing its stockholders that the Gentiva Board, in consultation with its independent financial and legal advisors, intends to provide stockholders with its formal position regarding the Offer within ten business days by making available to stockholders and filing with the SEC a solicitation/recommendation statement on Schedule 14D-9.

On June 26, 2014, the Gentiva Board met to review the terms of the Offer with the assistance of its financial advisors, Barclays and Edge Healthcare Partners, and legal advisor Greenberg Traurig, LLP. During this meeting Barclays and Edge Healthcare Partners each rendered an oral opinion to the Gentiva Board that as of June 26, 2014 and based upon and subject to various assumptions and limitations, the consideration offered to holders of Gentiva Common Shares (other than the Offeror and its affiliates) pursuant to the Offer was inadequate from a financial point of view to such holders. At the meeting, the Gentiva Board unanimously reconfirmed its prior determination that the Offer undervalues Gentiva and is not in the best interests of Gentiva and its stockholders. Accordingly, the Gentiva Board unanimously determined to recommend that the Gentiva stockholders reject the Offer and not tender their Gentiva Common Shares into the Offer. Barclays and Edge Healthcare Partners provided their respective oral opinions for the information and assistance of the Gentiva Board in connection with its consideration of the Offer. The oral opinions of Barclays and Edge Healthcare Partners are not a recommendation as to whether or not any holder of Gentiva Common Shares should tender such Gentiva Common Shares in connection with the Offer or any other matter.

On June 27, 2014, Mr. Diaz sent a letter to Mr. Windley and Mr. Strange, which Kindred made public, requesting a meeting to discuss the possibility of a negotiated transaction. The full text of this letter is set forth as Exhibit (a)(7) and is incorporated by reference herein.

Reasons for Recommendation

In reaching the conclusions and in making the recommendation described above, the Gentiva Board consulted with Gentiva’s management and financial and legal advisors, and took into account numerous factors, including but not limited to the factors listed below.

1. The Offer is opportunistic in exploiting a temporary decrease in Gentiva’s historical stock price

The timing of the Offer has allowed Kindred to offer inadequate consideration for the Gentiva Common Shares while claiming that it is offering a significant premium. In fact, the Offer represents a mere 4.7% premium to Gentiva’s pre-Offer 52-week high stock price of $13.85, reached on August 14, 2013. Indeed, the stock has traded above $14.50 for the majority of the time since Kindred commenced its tender offer. The Gentiva Board believes that the benefits received from the Harden acquisition and implementing strategic investments, including One Gentiva and GentivaLink, will allow Gentiva to continue to improve its operations and grow in its core market segments. Each of these items represents investments in long-term value creation, which should accrue to Gentiva’s current stockholders. The Gentiva Board believes the One Gentiva initiative, which was launched during Q4 2013, allows Gentiva to better align its home health, hospice and community care businesses under a common management structure, while at the same time improving operations and margins.

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Management estimates that One Gentiva will eliminate approximately $23 million in annualized costs through the closure of underperforming branches, consolidation of overlapping branches and the elimination of duplicative administrative services. The Gentiva Board also believes the ongoing implementation of GentivaLink across all business segments will create additional efficiencies and allow for better communication and tracking of patient information across all areas of operations.

2. The Offer significantly undervalues Gentiva

Kindred’s Offer significantly undervalues Gentiva, and the Gentiva Board is confident that its current strategic plan will deliver significantly more value to Gentiva stockholders than the Offer. For example, Gentiva’s public company peers trade at an average enterprise value of approximately 9.4 times research analysts’ 2014 EBITDA estimates. For peer group and methodology, see the chart below. Applying Gentiva’s peers’ average valuation multiple to the mid-point of Gentiva’s recently released 2014 EBITDA guidance implies a stand-alone stock price substantially above the Offer price. In addition, the Gentiva Board believes Gentiva has significantly greater scale and service diversity and superior operating margins than Gentiva’s comparable peers, clearly establishing it as the industry leader. Aside from the operational and financial benefits that scale provides, Barclays and Edge Healthcare Partners have advised that industry leaders within the healthcare services sector have historically commanded higher valuations compared to their peer group. While Kindred has clearly recognized and highlighted in its public statements the benefits of Gentiva’s platform, scale and industry-leading position, Kindred’s Offer does not assign adequate value to Gentiva’s stockholders.

	EV / EBITDA(1)			P / E
Company	2014			2014
Amedisys(2)		16.9	x		NM
Addus		11.2			21.0	x
Almost Family		9.1			15.7
Chemed		8.7			15.8
LHC Group(3)		8.4			17.6
Homecare Comps Mean		10.9	x		17.5	x
Mean Ex Amedisys		9.4	x		17.5	x

Sources: Company filings. EBITDA and Earnings estimates per IBES consensus.

Note: Market data updated as of 6/27/2014.

1. Enterprise value calculation based on company filings and includes share dilution as per treasury stock method.

2. Amedisys enterprise value adjusted for $150mm in liabilities for DOJ settlement. Market data as of 6/26/14, prior to pre-announced Q2’14 earnings.

3. LHC Group enterprise value and EBITDA adjusted for non-controlling interest.

3. The Offer attempts to improve Kindred’s operations in home health and hospice at the expense of Gentiva’s stockholders

Aside from the benefits of greater scale and market density, the acquisition of Gentiva would generate significant value for Kindred through material revenue, cost and operational synergies; however, the Offer does not share this increased value with Gentiva’s stockholders in the form of an adequate premium. As discussed above, Gentiva has made significant investments that the Gentiva Board believes will generate enhanced stockholder value over the long term that should accrue to Gentiva’s current stockholders. Furthermore, industry experts believe that the home health and hospice industry is poised for growth over the foreseeable future due to a rapidly expanding base of Medicare-eligible and dual-eligible patients and a return to more stable reimbursement trends following the end of home health rebasing. For example, the United States Census Bureau estimates that 10,000 individuals become Medicare eligible every day. Additionally, MedPAC and MACPAC estimate that approximately 20% of Medicare patients and 15% of Medicaid patients qualify as dual eligible. Both of these statistics highlight the significant and growing market opportunity for Gentiva’s diversified suite of cost-effective, home-based services, the return on which should accrue to Gentiva’s stockholders.

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4. Gentiva has received oral inadequacy opinions and advice from both of its financial advisors

Barclays and Edge Healthcare Partners rendered oral opinions to the Gentiva Board that, as of June 26, 2014 and based upon and subject to various assumptions and limitations, the consideration offered to Gentiva’s stockholders (other than Kindred and its affiliates) pursuant to the Offer was inadequate from a financial point of view to such holders. Barclays and Edge Healthcare Partners provided their respective oral opinions and advice for the information and assistance of the Board in connection with its consideration of the Offer, and neither opinion is a recommendation as to whether or not any holder of Gentiva shares should tender such shares in connection with the Offer or any other matter.

The foregoing discussion of the information and factors considered by the Board is not meant to be exhaustive, but includes the material information, factors and analyses considered by the Board in reaching its conclusions and recommendations. The members of the Gentiva Board evaluated the various factors listed above in light of their knowledge of the business, financial condition and prospects of Gentiva and considered the advice of the Board’s financial and legal advisors. In light of the number and variety of factors that the Board considered, the members of the Board did not find it practicable to assign relative weights to the foregoing factors. However, the recommendation of the Board was made after considering the totality of the information and factors involved. In addition, individual members of the Board may have given different weight to different factors.

In light of the factors described above, the Gentiva Board has unanimously determined that the Offer is not in the best interests of Gentiva’s stockholders. Therefore, the Gentiva Board unanimously recommends that Gentiva’s stockholders reject the Offer and not tender their shares to Kindred for purchase pursuant to the Offer.

Intent to Tender

To the knowledge of Gentiva, after making reasonable inquiry, none of Gentiva’s directors, executive officers, affiliates or subsidiaries currently intends to tender any Gentiva Common Shares held of record or beneficially owned by such person pursuant to the Offer.

ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED

Gentiva has retained Barclays and Edge Healthcare Partners in connection with, among other things, Gentiva’s analysis and consideration of, and response to, the Offer. Both financial advisors will be paid customary fees for such services, will be reimbursed for their respective reasonable out-of-pocket expenses (including fees and disbursements of their respective legal counsel), and will be indemnified against certain liabilities relating to or arising out of the engagement.

Gentiva has engaged MacKenzie Partners, Inc. (“MacKenzie”) to assist it in connection with Gentiva’s communications with its stockholders in connection with the Offer. Gentiva has agreed to pay customary compensation to MacKenzie for such services. In addition, Gentiva has agreed to reimburse MacKenzie for its reasonable out-of-pocket expenses and to indemnify it and certain related persons against certain liabilities relating to or arising out of the engagement.

Gentiva has also retained Kekst and Company (“Kekst”) as its public relations advisor in connection with the Offer. Gentiva has agreed to pay customary compensation to Kekst for such services. In addition, Gentiva has agreed to reimburse Kekst for its reasonable out-of-pocket expenses and to indemnify it and certain related persons against certain liabilities relating to or arising out of the engagement.

Except as set forth above, neither Gentiva nor any person acting on its behalf has or currently intends to employ, retain or compensate any person to make solicitations or recommendations to the stockholders of Gentiva on its behalf with respect to the Offer.

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ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

No transactions with respect to Gentiva Common Shares have been effected by Gentiva or, to Gentiva’s knowledge after making reasonable inquiry, by any of its executive officers, directors, affiliates or subsidiaries during the past 60 days, except as described below:

Name of Person	Transaction Date		Number of Shares(1)		Price Per Share ($)(2)		Nature of Transaction(3)
Robert S. Forman, Jr.		June 1, 2014		2,196		N/A		Director Compensation
Victor F. Ganzi		June 1, 2014		2,196		N/A		Director Compensation
R. Steven Hicks		June 1, 2014		2,196		N/A		Director Compensation
Philip R. Lochner, Jr.		June 1, 2014		2,196		N/A		Director Compensation
Stuart Olsten		June 1, 2014		2,196		N/A		Director Compensation
Sheldon M. Retchin		June 1, 2014		2,196		N/A		Director Compensation
Raymond S. Troubh		June 1, 2014		2,196		N/A		Director Compensation

(1) These are not shares but rather deferred stock unit awards credited to each non-employee director’s bookkeeping account pursuant to the Gentiva Health Services, Inc. Stock & Deferred Compensation Plan for Non-Employee Directors.

(2) The number of deferred stock units credited to each non-employee director’s account on June 1 was calculated by dividing $30,000 by the average closing price of a Gentiva Common Share on NASDAQ for the ten trading days preceding the June 1 quarterly calculation date.

(3) Each non-employee director receives an annual retainer in the form of a deferred stock unit award valued at $120,000. Upon termination of service on the Board, the director is entitled to receive a number Gentiva Common Shares equal to the number of deferred stock units then credited to the director’s account. The shares underlying the deferred stock units cannot be sold by the directors until termination of their directorship.

The transactions described above were executed in accordance with applicable law and company policy.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

Gentiva routinely maintains contact with other participants in its industry regarding a wide range of business transactions. It has not ceased, and has no intention of ceasing, such activity as a result of the Offer. Gentiva’s policy has been, and continues to be, not to disclose the existence or content of any such discussions with third parties (except as may be required by law) as any such disclosure could jeopardize any future negotiations that Gentiva may conduct.

Except as described in the preceding paragraph or otherwise set forth in this Statement (including in the Exhibits to this Statement) or as incorporated in this Statement by reference, Gentiva is not currently undertaking or engaged in any negotiations in response to the Offer that relate to, or would result in, (i) a tender offer for, or other acquisition of, Gentiva Common Shares by Gentiva, any of its subsidiaries or any other person, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving Gentiva or any of its subsidiaries, (iii) any purchase, sale or transfer of a material amount of assets of Gentiva or any of its subsidiaries or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization, of Gentiva.

Except as described above or otherwise set forth in this Statement (including in the Exhibits to this Statement) or as incorporated in this Statement by reference, there are no transactions, resolutions of the Board, agreements in principle or signed contracts in response to the Offer that relate to, or would result in, one or more of the events referred to in the preceding paragraph.

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ITEM 8. ADDITIONAL INFORMATION

Information Regarding Golden Parachute Compensation

Please note that the amounts indicated below are estimates based on the material assumptions described in the notes to the tables below, which may or may not actually occur. Some of these assumptions are based on information currently available and, as a result, the actual amounts, if any, that may become payable to a Named Executive Officer may differ in material respects from the amounts set forth below. Furthermore, for purposes of calculating these amounts, Gentiva has assumed:

• A closing date for the Offer and the Proposed Merger of June 30, 2014; and

• With respect to each Named Executive Officer, a Qualifying Termination within two years of a change in control except for the 2012 long term incentive awards which are payable immediately upon a change in control.

GOLDEN PARACHUTE COMPENSATION

Name (a)	Cash ($)(b)1		Equity ($)(c) 2		Pension/ NQDC ($)(d)		Perquisites/ benefits ($)(e) 3		Tax Reimbursement ($)(f)		Other ($)(g)		Total ($)(h)
Tony Strange		7,776,563		4,657,025		—		67,700		—		—		12,501,288
Eric R. Slusser		2,668,286		2,020,590		—		67,700		—		—		4,756,576
David A. Causby		3,774,375		2,131,473		—		67,700		—		—		5,973,548
Jeff Shaner		2,890,000		1,814,175		—		67,700		—		—		4,771,875
Rodney Windley		1,500,000		2,418,750		—		67,700		—		—		3,986,450

¹  The cash amounts reflected above include cash severance (two times the sum of base salary and target bonus), a pro rata (6 months) portion of the 2014 annual incentive calculated at target performance, and accelerated payment of outstanding long term cash incentive cycles (at target for unfinished cycles and at actual performance for any completed cycles). In the case of Mr. Slusser, the amount of severance is reduced by $561,714 to eliminate the excise tax that would otherwise be payable. All of these amounts are payable upon a Qualifying Termination within two years of a change in control except for the 2012 long term incentive awards, which are payable immediately upon a change in control. The following table provides these individual amounts for each Named Executive Officer:

Name	Severance ($)		Pro Rata 2014 Annual Incentive ($)		2012 Cash Award Actual ($)		2012 Cash Award Target ($)		2013 Cash Award Target ($)		2014 Cash Award Target ($)		Total ($)
Tony Strange		3,500,000		437,500		557,813		656,250		1,312,500		1,312,500		7,776,563
Eric R. Slusser		1,100,786		178,125		201,875		237,500		475,000		475,000		2,668,286
David A. Causby		2,035,000		233,750		180,625		212,500		425,000		687,500		3,774,375
Jeff Shaner		1,487,500		159,375		180,625		212,500		425,000		425,000		2,890,000
Rodney Windley		1,500,000		—		—		—		—		—		1,500,000

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²  The equity amounts above include the value of accelerated vesting of restricted stock awards and accelerated vesting of nonqualified stock options. The values reflect an assumed stock price of $14.50 per share. Equity awards granted before 2013 accelerate upon a change in control (“single trigger”) and equity awards granted after 2012 accelerate upon a Qualifying Termination following a change in control (“double trigger”). The following table provides these individual amounts for each Named Executive Officer:

	“Single Trigger”				“Double Trigger”
Name	Restricted Stock ($)		Stock Options ($)		Restricted Stock ($)		Stock Options ($)		Total ($)
Tony Strange		1,028,050		1,088,595		1,793,650		746,730		4,657,025
Eric R. Slusser		558,250		392,608		907,700		162,032		2,020,590
David A. Causby		498,800		356,917		1,070,100		205,656		2,131,473
Jeff Shaner		498,800		356,917		813,450		145,008		1,814,175
Rodney Windley		—		—		—		2,418,750		2,418,750

³  The amounts reflected above include the employer’s portion of the premium cost of continuing the health and welfare benefits (medical, dental, vision, annual physical and AD&D) and executive life insurance coverage for two years and the estimated cost of outplacement. All of these amounts are payable upon a Qualifying Termination within two years of a change in control. The following table provides these individual amounts for each Named Executive Officer:

Name	Health & Welfare ($)		Executive Life Insurance ($)		Outplacement ($)		Total ($)
Tony Strange		36,600		1,100		30,000		67,700
Eric R. Slusser		36,600		1,100		30,000		67,700
David A. Causby		36,600		1,100		30,000		67,700
Jeff Shaner		36,600		1,100		30,000		67,700
Rodney Windley		36,600		1,100		30,000		67,700

Narrative Disclosure to Golden Parachute Compensation Table

The Offer as currently contemplated, if consummated, would constitute a change in control of Gentiva for purposes of the Plan, the CIC Agreements and the Severance Agreements.

As a result, 3,426,114 outstanding stock options, stock appreciation rights and any other awards under the Plan, granted prior to September 12, 2013 (but excluding stock options and restricted stock granted to Named Executive Officers in 2013 prior to September 12, 2013), will immediately become vested and exercisable, any restrictions on such restricted stock awards, performance share units or performance cash awards will immediately lapse and all awards would remain exercisable for the remainder of their terms, even if the award recipient were not to terminate employment. However, 1,888,200 outstanding stock options, stock appreciation rights and any other awards under the Plan granted on or after September 12, 2013 or granted to Named Executive Officers in 2013 prior to September 12, 2013 will become vested and exercisable and any restrictions thereupon will lapse upon a change in control only upon a termination of a grantee’s service by Gentiva without cause or for good reason within two years after a change in control. Upon a change in control, all awards under the Plan become subject to the terms of any agreement effecting the change in control.

Gentiva has entered into CIC Agreements with Messrs. Tony Strange, Eric R. Slusser, John N. Camperlengo, David A. Causby, Jeff Shaner and Rodney D. Windley and Dr. Charlotte Weaver. The terms of the CIC Agreements provide salary and benefit continuation if (1) there is a change in control of Gentiva and (2) Gentiva or a successor terminates a covered executive’s employment without cause or the executive terminates employment for good reason, in each case within two years following a change in control, or Gentiva terminates the executive without cause within one year before a change in control, if the termination arises in

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connection with the change in control (a “Qualifying Termination”). Good reason includes a material diminution of position, a material decrease in base compensation, a material breach of any employment agreement, or a material change in location. Under the CIC Agreements, in the event of a Qualifying Termination, an executive would be entitled to:

• a lump-sum payment equal to two times the sum of (1) the executive’s annual base salary at the time of termination, plus (2) the executive’s target annual bonus for the year of termination or average annual bonus for the three years before the year of termination, whichever is higher;

• payment of base salary through the date of termination of employment, together with payment for unused vacation, and a pro rata share of the target annual bonus for the year of termination without regard to whether the performance goals are attained;

• continuation of health and welfare benefits for up to two years;

• full vesting of the executive’s options, other equity-based awards and performance cash awards, and accelerated vesting of any accrued retirement benefits; and

• additional cash payments for any equity or incentive awards that are forfeited in connection with certain terminations of employment within the one year period before a change in control occurs.

The cash and non-cash amounts payable under the CIC Agreements will be reduced to the maximum amount permitted without the imposition of an excise tax under the Internal Revenue Code but only if the resulting net after-tax amount for the individual is greater than the net after-tax amount without any such reduction.

Gentiva has in place Severance Agreements with Messrs. Strange, Slusser, Camperlengo, Causby, Shaner and Windley and Dr. Weaver. These severance agreements provide severance benefits if Gentiva or any successor terminates the officer other than for “cause,” or if, subject to certain notice and cure provisions, the officer terminates his employment within 60 days after Gentiva or any successor reduces the officer’s base salary, other than a general salary reduction that applies to a majority of salaried employees. The severance benefits generally consist of: continued base salary for 12 months; an additional cash payment in an amount equal to one times the executive’s target annual bonus for the year of termination; a pro rata share of the annual bonus for the year of termination (subject to attainment of performance goals); and continued health benefits for up to 12 months. No benefits are payable under the Severance Agreement if benefits are payable under the officer’s CIC Agreement. Pursuant to the Severance Agreements, the officers agreed to sign a general release following termination. In addition, Gentiva has entered into separate non-solicitation, non-competition and confidentiality agreements with each of Gentiva’s executives.

If the Offeror reduces the number of Gentiva Common Shares subject to the Offer to a number equal to 14.9% of the outstanding Gentiva Common Shares, consummation of the Offer will not constitute a change in control for purposes of the Plan, the CIC Agreements or the Severance Agreements.

Effect of the Offer on Gentiva’s Outstanding Indebtedness

The agreements governing certain of Gentiva’s long-term indebtedness contain “change in control” provisions that are triggered when any person or “group” (as defined in the Securities Exchange Act of 1934, as amended), directly or indirectly acquires beneficial ownership in excess of 35% of the outstanding Gentiva Common Shares, including as a result of consummation of the Offer.

Under the Credit Agreement, dated as of October 18, 2013, by and among Gentiva, the lenders party thereto and Barclays Bank PLC, as administrative agent (the “Credit Agreement”), consummation of the Offer constitutes an event of default that permits the lenders to declare all unpaid principal and interest immediately due and payable by Gentiva. The foregoing description is qualified in its entirety by reference to the full text of the Credit Agreement, filed as Exhibit (e)(12) to this Statement and incorporated herein by reference.

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In addition, if the Offer is consummated, Gentiva will be required to commence an offer to repurchase all of the Company’s outstanding 11.5% Senior Notes due 2018 (the “Notes”) at a price equal to 101% of the aggregate principal amount of such Notes, plus unpaid interest thereon. In addition, if the Credit Agreement were accelerated following an event of default, holders of the Notes would have the right to accelerate the debts thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Indenture, the First Supplemental Indenture, and the Second Supplemental Indenture, filed as Exhibits (e)(13), (e)(14), and (e)(15) to this Statement and incorporated herein by reference.

As of March 31, 2014, approximately $847,419,000 was outstanding under the Credit Agreement, and approximately $325,000,000 in aggregate principal amount of the Notes was outstanding.

Because the Company had only approximately $62,884,000 in cash and cash equivalents available as of March 31, 2014, the Company would need to obtain a replacement source of funding in order to continue to operate its business in the ordinary course. If the Offer is consummated and Gentiva is unable to obtain a replacement credit facility or other financing on commercially reasonable terms, Gentiva’s liquidity and ability to operate its business could be materially and adversely impacted.

Regulatory Approvals

U.S. Antitrust Clearance

Under the HSR Act, Kindred is required to file a Notification and Report Form with the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (the “FTC”) relating to its proposed acquisition of Gentiva. Gentiva is required to submit a responsive Notification and Report Form with the FTC and the Antitrust Division on or before 5:00 p.m. on the tenth day following Kindred’s filing of its Notification and Report Form. Kindred filed its Notification and Report Form on June 18, 2014. Gentiva submitted a responsive Notification and Report Form with the Antitrust Division and the FTC on June 24, 2014. Gentiva has received a request for additional information from the FTC.

Under the provisions of the HSR Act applicable to the Offer, the acquisition of Gentiva voting securities pursuant to the Offer may be consummated following the expiration of a 15-day waiting period following the filing by Kindred of its Notification and Report Form with respect to the Offer, unless Kindred receives a request for additional information or documentary material from the Antitrust Division or the FTC or unless the antitrust agencies grant early termination of the waiting period. If, within the initial 15-day waiting period, either the Antitrust Division or the FTC issues a request for additional information or documentary material concerning the Offer, the waiting period will expire 10 days after the date Kindred certifies substantial compliance with the request, unless otherwise extended by court order.

At any time before or after Kindred’s acquisition of Gentiva’s voting securities pursuant to the Offer, the Antitrust Division or the FTC could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Gentiva voting securities pursuant to the Offer, or seeking the divestiture of Gentiva voting securities acquired by Kindred or the divestiture of substantial assets of Gentiva or its subsidiaries or Kindred or its subsidiaries. State attorneys general and private parties may also bring legal action under the antitrust laws. There can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or, if such a challenge is made, the result thereof.

If any waiting period under the HSR Act applicable to the Offer has not expired or been terminated prior to the expiration date of the Offer, or if the FTC, the Antitrust Division, a state attorney general, or a private party obtains an order enjoining the purchase of Gentiva voting securities, then Kindred will not be obligated to proceed with the Offer or the purchase of any Gentiva voting securities not previously purchased pursuant to the Offer. Additionally, Kindred may terminate the Offer if any action, proceeding, injunction, order or decree becomes applicable to Kindred that seeks to restrain or prohibit the exercise by Kindred of its full rights of ownership or operation of all or a portion of Kindred business or assets or those of Gentiva. Please see Annex A for more information regarding conditions to the Offer.

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Delaware Business Combinations Statute

Gentiva is subject to the provisions of Section 203 of the DGCL, which imposes certain restrictions upon business combinations involving Gentiva. The following description is not complete and is qualified in its entirety by reference to the provisions of Section 203 of the DGCL. In general, Section 203 of the DGCL prevents a Delaware corporation such as Gentiva from engaging in a “business combination” (which is defined to include a variety of transactions, including mergers such as the Proposed Merger proposed by Kindred) with an “interested stockholder” for a period of three years following the time such person became an interested stockholder unless:

• prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 ²⁄₃% of the outstanding voting stock which is not owned by the interested stockholder.

For purposes of Section 203 of the DGCL, the term “interested stockholder” generally means any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person.

A Delaware corporation may elect not to be covered by Section 203 of the DGCL in its original certificate of incorporation or through an amendment to its certificate of incorporation or by-laws approved by its stockholders. An amendment electing not to be governed by Section 203 of the DGCL is not effective until 12 months after the adoption of such amendment and does not apply to any business combination between a Delaware corporation and any person who became an interested stockholder of such corporation on or prior to such adoption.

Neither Gentiva’s Certificate of Incorporation nor By-Laws exclude Gentiva from the coverage of Section 203 of the DGCL. Unless Kindred’s acquisition of 15% or more of the Gentiva Common Shares is approved by the Board before the Offer closes, Section 203 of the DGCL will prohibit consummation of the Proposed Merger (or any other business combination with Kindred) for a period of three years following consummation of the Offer unless each such business combination (including the Proposed Merger) is approved by the Gentiva Board and holders of 66-2/3% of the Gentiva Common Shares, excluding Kindred, or unless Kindred acquires at least 85% of the Gentiva Common Shares in the Offer. The provisions of Section 203 of the DGCL would be satisfied if, prior to the consummation of the Offer, the Gentiva Board approves the Offer.

Stockholder Rights Agreement

With its stockholders’ interests in mind, and like many companies, Gentiva has taken measures to protect its value for its stockholders. One of these measures is the Rights Agreement, which is similar to rights agreements adopted by many other public companies. The purpose of the Rights Agreement is to prevent third parties from opportunistically acquiring Gentiva in a transaction that the Gentiva Board believes is not in the best interests of

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Gentiva’s stockholders. The Rights Agreement requires any party seeking to acquire 15% or more of the outstanding Gentiva Common Shares to obtain the approval of the Gentiva Board or else the Rights held by Gentiva stockholders other than the acquiror become exercisable for Gentiva Common Shares or preferred stock of Gentiva, or common stock of the acquiror, at a discounted price that would make the acquisition prohibitively expensive. The Gentiva Board believes the Rights Agreement has helped Gentiva’s stockholders at this time by effectively preventing Kindred from opportunistically acquiring Gentiva at a price that the Gentiva Board believes is inadequate for the reasons discussed above.

Appraisal Rights

Holders of Gentiva Common Shares do not have appraisal rights as a result of the Offer. However, if the Proposed Merger is consummated, holders of Gentiva Common Shares in connection with the Proposed Merger will have certain rights pursuant to the provisions of Section 262 of the DGCL to dissent and demand appraisal of their Gentiva Common Shares. Under Section 262, dissenting stockholders who comply with the applicable statutory procedures will be entitled to receive a judicial determination of the fair value of their Gentiva Common Shares (exclusive of any element of value arising from the accomplishment or expectation of the proposed merger) and to receive payment of such fair value in cash, together with a fair rate of interest, if any. Any such judicial determination of the fair value of the Gentiva Common Shares could be based upon factors other than, or in addition to, the price per share to be paid in the proposed merger or the market value of the Gentiva Common Shares. The value so determined could be more or less than the price per share to be paid in the proposed merger.

Forward-Looking Statements.

This Schedule 14D-9 contains statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995, as amended, or by the SEC in its rules, regulations and releases. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “will,” “likely,” “estimate,” “may,” “continue,” “deliver,” and similar expressions of a future or forward-looking nature. These statements include, but are not limited to: the long-term value of strategic investments including One Gentiva and GentivaLink; the effects of scale and market position in the healthcare industry; the home health and hospice industry’s being poised for growth due to a rapidly expanding base of Medicare-eligible and dual-eligible patients and a return to more stable reimbursement trends; our prospects for continued growth and stockholder value creation; and the view that under the terms of Kindred’s Offer, our stockholders would sacrifice real value and opportunity. We intend that such forward-looking statements be subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by us or any other person that the results expressed therein will be achieved. However, such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Gentiva to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Gentiva assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: general economic and business conditions; demographic changes; changes in, or failure to comply with, existing governmental regulations; impact on Gentiva of healthcare reform legislation and its implementation through governmental regulations; legislative proposals for healthcare reform; changes in Medicare, Medicaid and commercial payer reimbursement levels; the outcome of any inquiries into Gentiva’s operations and business practices by governmental authorities; compliance with any corporate integrity agreement affecting Gentiva’s operations; effects of competition in the markets in which Gentiva operates; liability and other claims asserted against Gentiva; ability to attract and retain qualified personnel; ability to access capital markets; 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 severe weather conditions, natural disasters, pandemic outbreaks, terrorist acts or cyber attacks; availability, effectiveness, stability and security of Gentiva’s

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information technology systems; ability to successfully integrate the operations of acquisitions Gentiva may make and achieve expected synergies and operational efficiencies within expected time-frames; ability to maintain compliance with financial covenants under Gentiva’s credit agreement; effect on liquidity of Gentiva’s debt service requirements; changes in estimates and judgments associated with critical accounting policies and estimates; and other factors described in other documents filed by Gentiva with the SEC.

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ITEM 9. EXHIBITS

The following Exhibits are filed herewith or incorporated herein by reference:

Exhibit Number	Description
(a)(1)	Press release issued by Gentiva, dated June 30, 2014.
(a)(2)	Letter to stockholders of Gentiva, dated June 30, 2014.
(a)(3)	Letter from Mr. Diaz to Messrs. Windley and Strange, dated April 14, 2014.
(a)(4)	Letter from Mr. Diaz to Messrs. Windley and Strange, dated May 5, 2014.
(a)(5)	Letter from Messrs. Windley and Ganzi to Mr. Diaz, dated May 13, 2014.
(a)(6)	Letter from Mr. Diaz to Messrs. Windley and Strange, dated May 27, 2014.
(a)(7)	Letter from Mr. Diaz to Messrs. Windley and Strange, dated June 27, 2014.
(e)(1)	Excerpts from the Gentiva Definitive Proxy Statement on Schedule 14A relating to the 2014 Annual Meeting of Stockholders as filed with the SEC on March 25, 2014.
(e)(2)	2004 Equity Incentive Plan (amended and restated as of March 16, 2011). (Incorporated by reference to Appendix A to Gentiva’s Definitive Proxy Statement dated and filed April 4, 2011.)
(e)(3)	Amendment No. 1 to 2004 Equity Incentive Plan (amended and restated as of March 16, 2011). (Incorporated herein by reference to Appendix A to Gentiva’s Definitive Proxy Statement dated and filed March 28, 2013.)
(e)(4)	Amendment No. 2 to 2004 Equity Incentive Plan (amended and restated as of March 16, 2011), as amended by Amendment No. 1. (Incorporated herein by reference to Gentiva’s Form 8-K dated and filed September 16, 2013.)
(e)(5)	Form of Change in Control Agreement. (Incorporated by reference to Gentiva’s Form 8-K dated and filed October 31, 2013.)
(e)(6)	Form of Severance Agreement. (Incorporated by reference to Gentiva’s Form 8-K dated and filed February 28, 2011.)
(e)(7)	Stock & Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of December 31, 2007. (Incorporated by reference to Gentiva’s Form 10-Q for the quarterly period ended September 30, 2007.)
(e)(8)	Amendment No. 1 to Stock & Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of December 31, 2007. (Incorporated by reference to Gentiva’s Form 10-Q for the quarterly period ended July 4, 2010.)
(e)(9)	Amendment No. 2 to Stock & Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of December 31, 2007. (Incorporated by reference to Gentiva’s Form 10-Q for the quarterly period ended June 30, 2011.)
(e)(10)	Amendment No. 3 to Stock & Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of December 31, 2007. (Incorporated by reference to Appendix A to Gentiva’s Definitive Proxy Statement dated and filed March 27, 2012.)
(e)(11)	Form of Indemnification Agreement with directors and officers. (Incorporated herein by reference to Gentiva’s Form 8-K dated and filed March 23, 2014.)

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Exhibit Number	Description
(e)(12)	Senior Secured Credit Agreement, dated October 18, 2013, by and among Gentiva, Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto, Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Syndication Agent, and Bank of Montreal, General Electric Capital Corporation, Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as Co-Documentation Agents. (Incorporated herein by reference to Gentiva’s Form 8-K dated and filed October 22, 2013.)
(e)(13)	Indenture, dated August 17, 2010, by and among Gentiva, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (Incorporated herein by reference to Gentiva’s Form 8-K dated and filed August 17, 2010.)
(e)(14)	First Supplemental Indenture, dated as of August 17, 2012, among Gentiva, Odyssey HealthCare of Augusta, LLC, the other Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (Incorporated herein by reference to Gentiva’s Form 10-Q for the quarterly period ended September 30, 2012.)
(e)(15)	Second Supplemental Indenture, dated as of November 15, 2013, among Gentiva, the guaranteeing subsidiaries signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (Incorporated herein by reference to Gentiva’s Form 10-K for the year ended December 31, 2013.)

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

GENTIVA HEALTH SERVICES, INC.
By:	/s/ John N. Camperlengo

Name:	John N. Camperlengo
Title:	Senior Vice President, General
Counsel and Secretary

Dated: June 30, 2014

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EXHIBIT INDEX

Exhibit Number	Description
(a)(1)	Press release issued by Gentiva, dated June 30, 2014.
(a)(2)	Letter to stockholders of Gentiva, dated June 30, 2014.
(a)(3)	Letter from Mr. Diaz to Messrs. Windley and Strange, dated April 14, 2014.
(a)(4)	Letter from Mr. Diaz to Messrs. Windley and Strange, dated May 5, 2014.
(a)(5)	Letter from Messrs. Windley and Ganzi to Mr. Diaz, dated May 13, 2014.
(a)(6)	Letter from Mr. Diaz to Messrs. Windley and Strange, dated May 27, 2014.
(a)(7)	Letter from Mr. Diaz to Messrs. Windley and Strange, dated June 27, 2014.
(e)(1)	Excerpts from the Gentiva Definitive Proxy Statement on Schedule 14A relating to the 2014 Annual Meeting of Stockholders as filed with the SEC on March 25, 2014.
(e)(2)	2004 Equity Incentive Plan (amended and restated as of March 16, 2011). (Incorporated by reference to Appendix A to Gentiva’s Definitive Proxy Statement dated and filed April 4, 2011.)
(e)(3)	Amendment No. 1 to 2004 Equity Incentive Plan (amended and restated as of March 16, 2011). (Incorporated herein by reference to Appendix A to Gentiva’s Definitive Proxy Statement dated and filed March 28, 2013.)
(e)(4)	Amendment No. 2 to 2004 Equity Incentive Plan (amended and restated as of March 16, 2011), as amended by Amendment No. 1. (Incorporated herein by reference to Gentiva’s Form 8-K dated and filed September 16, 2013.)
(e)(5)	Form of Change in Control Agreement. (Incorporated by reference to Gentiva’s Form 8-K dated and filed October 31, 2013.)
(e)(6)	Form of Severance Agreement. (Incorporated by reference to Gentiva’s Form 8-K dated and filed February 28, 2011.)
(e)(7)	Stock & Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of December 31, 2007. (Incorporated by reference to Gentiva’s Form 10-Q for the quarterly period ended September 30, 2007.)
(e)(8)	Amendment No. 1 to Stock & Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of December 31, 2007. (Incorporated by reference to Gentiva’s Form 10-Q for the quarterly period ended July 4, 2010.)
(e)(9)	Amendment No. 2 to Stock & Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of December 31, 2007. (Incorporated by reference to Gentiva’s Form 10-Q for the quarterly period ended June 30, 2011.)
(e)(10)	Amendment No. 3 to Stock & Deferred Compensation Plan for Non-Employee Directors, as amended and restated as of December 31, 2007. (Incorporated by reference to Appendix A to Gentiva’s Definitive Proxy Statement dated and filed March 27, 2012.)
(e)(11)	Form of Indemnification Agreement with directors and officers. (Incorporated herein by reference to Gentiva’s Form 8-K dated and filed March 23, 2014.)
(e)(12)	Senior Secured Credit Agreement, dated October 18, 2013, by and among Gentiva, Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto, Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Syndication Agent, and Bank of Montreal, General Electric Capital Corporation, Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as Co-Documentation Agents. (Incorporated herein by reference to Gentiva’s Form 8-K dated and filed October 22, 2013.)

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Exhibit Number	Description
(e)(13)	Indenture, dated August 17, 2010, by and among Gentiva, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (Incorporated herein by reference to Gentiva’s Form 8-K dated and filed August 17, 2010.)
(e)(14)	First Supplemental Indenture, dated as of August 17, 2012, among Gentiva, Odyssey HealthCare of Augusta, LLC, the other Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (Incorporated herein by reference to Gentiva’s Form 10-Q for the quarterly period ended September 30, 2012.)
(e)(15)	Second Supplemental Indenture, dated as of November 15, 2013, among Gentiva, the guaranteeing subsidiaries signatory thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (Incorporated herein by reference to Gentiva’s Form 10-K for the year ended December 31, 2013.)

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ANNEX A

Conditions to the Offer

The Schedule TO provides that Kindred is not required to accept for payment or, subject to applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (relating to Offeror’s obligation to pay for or return tendered Gentiva Common Shares promptly after termination or expiration of the Offer), pay for any Gentiva Common Shares, and may terminate or amend the Offer if, before the Offer expires, the following conditions shall not have been satisfied:

• The “Minimum Tender Condition” —there being validly tendered and not withdrawn before the expiration of the Offer a number of Gentiva Common Shares which, together with the Gentiva Common Shares then owned by Kindred and its subsidiaries, represents at least a majority of the total number of all then outstanding Gentiva Common Shares outstanding,

• The “Merger Agreement Condition” —Kindred, the Offeror and Gentiva having entered into a definitive merger agreement with respect to the acquisition of Gentiva by Kindred providing for a second step merger pursuant to Section 251(h) of the DGCL, with Gentiva surviving as a wholly owned subsidiary of Kindred, without the requirement for approval of any stockholder of Gentiva, to be effected as soon as practicable following the consummation of the Offer,

• The “Section 203 Condition” —the Gentiva Board having approved the Offer under Section 203 of the DGCL or Kindred being satisfied, in its reasonable judgment, that Section 203 of the DGCL is inapplicable to the Offer and the Proposed Merger of Gentiva and the Offeror as described in the Schedule TO,

• The “Rights Plan Condition” —the Gentiva Board having redeemed the Rights or Kindred being satisfied, in its reasonable judgment, that the Rights have been invalidated or are otherwise inapplicable to the Offer and the Proposed Merger as described in the Schedule TO,

• The “Antitrust Condition” —the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), having expired or been terminated as described in the Schedule TO, and

• The “Impairment Condition” —Gentiva not being a party to any agreement or transaction having the effect of impairing, in Kindred’s reasonable judgment, the Offeror’s or Kindred’s ability to acquire Gentiva or otherwise diminishing the expected value to Kindred of the acquisition of Gentiva.

In addition, Kindred is not required to accept for payment or, subject to applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, pay for any Gentiva Common Shares, and may terminate or amend the Offer, if at any time on or after the date of the Offer, and before the time of payment for Gentiva Common Shares (whether or not any Gentiva Common Shares have theretofore been accepted for payment pursuant to the Offer), any of the following conditions exist:

• there is threatened, instituted or pending any claim, action or proceeding by any government, governmental authority or agency or any other person, domestic, foreign or supranational,

• challenging or seeking to, or which is reasonably likely to, make illegal, delay or otherwise, directly or indirectly, restrain or prohibit the making of the Offer, the acceptance for payment of or payment for some or all of the Gentiva Common Shares by Kindred or any of its subsidiaries or affiliates or the consummation by Kindred or any of its subsidiaries or affiliates of a merger or other similar business combination involving Gentiva,

• seeking to obtain material damages in connection with, or otherwise directly or indirectly relating to, the transactions contemplated by the Offer or any such merger or other similar business combination,

• seeking to restrain or prohibit the exercise of Kindred’s full rights of ownership or operation by Kindred or any of its subsidiaries or affiliates of all or any portion of Kindred’s business or assets

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or those of Gentiva or any of Kindred’s or Gentiva’s respective subsidiaries or affiliates or to compel Kindred or any of its subsidiaries or affiliates to dispose of or hold separate all or any portion of Kindred’s business or assets or those of Gentiva or any of Kindred’s or Gentiva’s respective subsidiaries or affiliates or seeking to impose any limitation on Kindred’s or any of its subsidiaries’ or affiliates’ ability to conduct such businesses or own such assets,

• seeking to impose or confirm limitations on Kindred’s ability or that of any of its subsidiaries or affiliates effectively to retain and exercise full rights of ownership of the Gentiva Common Shares, including the right to vote any Gentiva Common Shares acquired or owned by Kindred or any of its subsidiaries or affiliates on all matters properly presented to Gentiva’s stockholders,

• seeking to require divestiture by Kindred or any of its subsidiaries or affiliates of any Gentiva Common Shares,

• seeking any material diminution in the benefits expected to be derived by Kindred or any of its subsidiaries or affiliates as a result of the transactions contemplated by the Offer or any merger or other business combination involving Gentiva, or

• that otherwise, in Kindred’s reasonable judgment, has or may have material adverse significance with respect to either the value of Gentiva or any of its subsidiaries or affiliates or the value of the Gentiva Common Shares to Kindred or any of its subsidiaries or affiliates; or

• any action is taken, or any statute, rule, regulation, interpretation, judgment, injunction, order or decree is proposed, enacted, enforced, promulgated, amended, issued or deemed applicable to Kindred, the Offeror or any of their subsidiaries or affiliates, the Offer, the acceptance for payment of or payment for Gentiva Common Shares, or any merger or other business combination involving Gentiva (including the Proposed Merger), by any court, government or governmental authority or agency, domestic, foreign or supranational (other than the application of the waiting period provisions of any Antitrust Laws to the Offer or to any such merger or other business combination), that, in Kindred’s reasonable judgment, does or may, directly or indirectly, result in any of the consequences referred to in any of the sub-bullets of the bullet point immediately above; or

• any change occurs or is threatened (or any development occurs or is threatened involving a prospective change) in the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of Gentiva or any of its subsidiaries that, in Kindred’s reasonable judgment, is or may be materially adverse to Gentiva or any of its subsidiaries, or Kindred becomes aware of any facts that, in its reasonable judgment, have or may have material adverse significance with respect to either the value of Gentiva or any of its affiliates or the value of the Gentiva Common Shares to Kindred, or Kindred becomes aware that any material contractual right or obligation of Gentiva or any of its subsidiaries that, in its reasonable judgment, could result in a material decrease in the value of the Gentiva Common Shares purchased in the Offer to Kindred; or

• there occurs

• any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over- the-counter market,

• any decline in either the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Industrial Companies or the NASDAQ-100 Index by an amount in excess of 15%, measured from the close of business on June 16, 2014,

• any change in the general political, market, economic or financial conditions in the United States or elsewhere that, in Kindred’s reasonable judgment, could have a material adverse effect on the business, assets, liabilities, financial condition, capitalization, operations, results of operations or prospects of Gentiva and its subsidiaries, taken as a whole,

• the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States,

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• any material adverse change (or development or threatened development involving a prospective material adverse change) in United States dollars or any other currency exchange rates or a suspension of, or a limitation on, the markets therefor,

• the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any attack on, outbreak or act of terrorism involving the United States,

• any limitation (whether or not mandatory) by any governmental authority or agency on, or any other event that, in Kindred’s reasonable judgment, may adversely affect, the extension of credit by banks or other financial institutions or

• in the case of any of the foregoing existing as of the close of business on June 16, 2014, a material acceleration or worsening thereof; or

• if any of the following occurs

• a tender or exchange offer for some or all of the Gentiva Common Shares has been publicly proposed to be made or has been made by another person (including Gentiva or any of its subsidiaries or affiliates), or has been publicly disclosed, or Kindred otherwise learns that any person or “group” (as defined in Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of any class or series of capital stock of Gentiva (including the Gentiva Common Shares), through the acquisition of stock, the formation of a group or otherwise, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of more than 5% of any class or series of capital stock of Gentiva (including the Gentiva Common Shares) other than acquisitions for bona fide arbitrage purposes only and other than as disclosed in a Schedule 13D or 13G on file with the SEC on June 17, 2014,

• any such person or group which, prior to June 17, 2014, had filed such a Schedule with the SEC has acquired or proposes to acquire beneficial ownership of additional shares of any class or series of capital stock of Gentiva, through the acquisition of stock, the formation of a group or otherwise, constituting 1% or more of any such class or series, or is granted any option, right or warrant, conditional or otherwise, to acquire beneficial ownership of additional shares of any class or series of capital stock of Gentiva constituting 1% or more of any such class or series,

• any person or group has entered into a definitive agreement or an agreement in principle or made a proposal with respect to a tender or exchange offer or a merger, consolidation or other business combination with or involving Gentiva or

• any person has filed a Notification and Report Form under the HSR Act or made a public announcement reflecting an intent to acquire Gentiva or any assets or securities of Gentiva; or

• Gentiva or any of its subsidiaries has

• split, combined or otherwise changed, or authorized or proposed the split, combination or other change of, the Gentiva Common Shares or its capitalization,

• acquired or otherwise caused a reduction in the number of, or authorized or proposed the acquisition or other reduction in the number of, outstanding Gentiva Common Shares or other securities,

• issued or sold, or authorized or proposed the issuance or sale of, any additional Gentiva Common Shares, shares of any other class or series of capital stock, other voting securities or any securities convertible into, or options, rights or warrants, conditional or otherwise, to acquire, any of the foregoing (other than the issuance of Gentiva Common Shares pursuant to and in accordance with the terms in effect on June 16, 2014, of employee stock options outstanding prior to such date), or any other securities or rights in respect of, in lieu of, or in substitution or exchange for any shares of its capital stock,

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• permitted the issuance or sale of any shares of any class of capital stock or other securities of any subsidiary of Gentiva,

• declared, paid or proposed to declare or pay any dividend or other distribution on any shares of capital stock of Gentiva, including without limitation any distribution of shares of any class or any other securities or warrants or rights,

• altered or proposed to alter any material term of any outstanding security, issued or sold, or authorized or proposed the issuance or sale of, any debt securities or otherwise incurred or authorized or proposed the incurrence of any debt other than in the ordinary course of business,

• authorized, recommended, proposed or announced its intent to enter into or entered into an agreement with respect to or effected any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets or relinquishment of any material contract or other right of Gentiva or any of its subsidiaries or any comparable event not in the ordinary course of business,

• authorized, recommended, proposed or announced its intent to enter into or entered into any agreement or arrangement with any person or group that, in Kindred’s reasonable judgment, has or may have material adverse significance with respect to either the value of Gentiva or any of its subsidiaries or affiliates or the value of the Gentiva Common Shares to Kindred or any of its subsidiaries or affiliates,

• adopted, entered into or amended any employment, severance, change in control, retention or other similar agreement, arrangement or plan with or for the benefit of any of its officers, directors, employees or consultants or made grants or awards thereunder, in each case other than in the ordinary course of business or adopted, entered into or amended any such agreements, arrangements or plans so as to provide for increased benefits to officers, directors, employees or consultants as a result of or in connection with the making of the Offer, the acceptance for payment of or payment for some of or all the Gentiva Common Shares by Kindred or Kindred’s consummation of any merger or other similar business combination involving Gentiva (including, in each case, in combination with any other event such as termination of employment or service),

• except as may be required by law, taken any action to terminate or amend or materially increase liability under any employee benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974) of Gentiva or any of its subsidiaries, or Kindred shall have become aware of any such action which was not previously announced,

• transferred into escrow (or other similar arrangement) any amounts required to fund any existing benefit, employment, severance, change in control or other similar agreement, in each case other than in the ordinary course of business, or

• amended, or authorized or proposed any amendment to, its Certificate of Incorporation or By-Laws (or other similar constituent documents) or Kindred becomes aware that Gentiva or any of its subsidiaries shall have amended, or authorized or proposed any amendment to, any of their respective certificates of incorporation or By-Laws (or other similar constituent documents) which has not been previously disclosed; or

• Kindred becomes aware

• that any material contractual right of Gentiva or any of its subsidiaries has been impaired or otherwise adversely affected or that any material amount of indebtedness of Gentiva or any of its subsidiaries (other than indebtedness under its existing indenture) has been accelerated or has otherwise become due or become subject to acceleration prior to its stated due date or other material penalty, in each case with or without notice or the lapse of time or both, as a result of or in connection with the Offer or the consummation by Kindred or any of its subsidiaries or affiliates of a merger or other similar business combination involving Gentiva or

4

• of any covenant, term or condition in any instrument or agreement of Gentiva or any of its subsidiaries that, in Kindred’s reasonable judgment, has or may have material adverse significance with respect to either the value of Gentiva or any of its affiliates or the value of the Gentiva Common Shares to Kindred or any of its affiliates (including any event of default that may ensue as a result of or in connection with the Offer, the acceptance for payment of or payment for some or all of the Gentiva Common Shares by Kindred or Kindred’s consummation of a merger or other similar business combination involving Gentiva); or

• Kindred or any of its affiliates enters into a definitive agreement or announces an agreement in principle with Gentiva providing for a merger or other similar business combination with Gentiva or any of its subsidiaries or the purchase of securities or assets of Gentiva or any of its subsidiaries, or Kindred and Gentiva reach any other agreement or understanding pursuant to which it is agreed that the Offer will be terminated;

• Gentiva or any of its subsidiaries shall have

• granted to any person proposing a merger or other business combination with or involving Gentiva or any of its subsidiaries or the purchase of securities or assets of Gentiva or any of its subsidiaries any type of option, warrant or right which, in Kindred’s reasonable judgment, constitutes a “lock-up” device (including a right to acquire or receive any Gentiva Common Shares or other securities, assets or business of Gentiva or any of its subsidiaries) or

• paid or agreed to pay any cash or other consideration to any party in connection with or in any way related to any such business combination or purchase; or

• any required approval, permit, authorization, extension, action or non-action, waiver or consent of any governmental authority or agency (including the other matters described or referred to in “The Offer—Section 15—Certain Legal Matters; Regulatory Approvals”) shall not have been obtained on terms satisfactory to Kindred and the Offeror or any waiting period or extension thereof imposed by any government or governmental authority or agency with respect to the Offer shall not have expired.

The Schedule TO states that the foregoing conditions are for the sole benefit of Kindred, the Offeror and their affiliates and may be asserted by Kindred or Offeror in their sole discretion regardless of the circumstances giving rise to any such conditions or may be waived by them in their sole discretion in whole or in part at any time or from time to time before the Offer expires, that Kindred expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, that Kindred’s failure at any time to exercise its rights under any of the foregoing conditions shall not be deemed a waiver of any such right, that the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstance, and that each such right shall be deemed an ongoing right which may be asserted at any time or from time to time.

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EX-99.(A)(1)

Exhibit (a)(1)

GENTIVA BOARD UNANIMOUSLY REJECTS UNSOLICITED TENDER OFFER FROM KINDRED

Urges Stockholders Not to Tender Their Shares

Calls Offer Grossly Inadequate and Opportunistic

Gentiva Health Services, Inc. (the “Company or “Gentiva”) (NASDAQ: GTIV) announced today that its Board of Directors (the “Board”), after careful consideration and consultation with its financial and legal advisors, unanimously determined to reject the unsolicited, highly conditional tender offer from Kindred Healthcare, Inc. (“Kindred”) (NYSE: KND) to acquire all of the outstanding shares of Gentiva, together with the associated preferred share purchase rights, for a price of $14.50 per share in cash (the “Offer”). The Board determined that the Offer is not in the best interests of Gentiva or its stockholders as it significantly undervalues the Company and, as such, the Board recommends that Gentiva stockholders reject the Offer and not tender their shares into the Offer. The Board noted that the consideration offered to stockholders pursuant to the Offer is not significantly different from Kindred’s previous unsolicited proposals made on April 14 and May 5, 2014, both of which Gentiva’s Board unanimously rejected after careful consideration.

“After consulting with our financial and legal advisors, it is clear to the Board that this Offer is grossly inadequate and is not in the best interests of Gentiva stockholders,” said Rod Windley, Executive Chairman of Gentiva. “Kindred timed its offer opportunistically near the bottom of Gentiva’s 12-month trading range, therefore, this transaction would provide Kindred stockholders a disproportionate share of the transaction value, at the expense of Gentiva stockholders.

“The Board, whose ownership position is substantial, and our highly capable management team, which has achieved among the best operating metrics in our sector, are confident that we can create significantly greater value for our stockholders by continuing to execute our strategic plan, including our One Gentiva initiative. We believe the Offer would deny Gentiva stockholders the value they deserve and can expect to receive as we capitalize on our scale and strong market position in home health, hospice and community care. We urge stockholders not to tender their shares.”

The reasons for the Board’s recommendation to reject the Offer are set forth in more detail in a Schedule 14D-9, which is being filed with the Securities and Exchange Commission (“SEC”) and disseminated to stockholders. In reaching the conclusions and in making the recommendation described above, the Board considered numerous factors, including, but not limited to, the following:

1. The Offer is opportunistic in exploiting a temporary decrease in Gentiva’s historical stock price

The timing of the Offer has allowed Kindred to offer inadequate consideration for Gentiva’s shares while claiming that it is offering a significant premium. In fact, the Offer represents a mere 4.7% premium to Gentiva’s pre-Offer 52-week high stock price of $13.85, reached on August 14, 2013. Indeed, the stock has traded above $14.50 for the majority of the time since Kindred commenced its tender offer. The Gentiva Board believes that the benefits received from the Harden acquisition and implementing strategic investments, including One Gentiva and GentivaLink, will allow Gentiva to continue to improve its operations and grow in its core market segments. Each of these items represents investments in long-term value creation, which should accrue to Gentiva’s current stockholders. The Gentiva Board believes the One Gentiva initiative, which was launched during Q4 2013, allows Gentiva to better align its home health, hospice and community care businesses under a common management structure, while at the same time improving operations and margins. Management

3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339

estimates that One Gentiva will eliminate approximately $23 million in annualized costs through the closure of underperforming branches, consolidation of overlapping branches and the elimination of duplicative administrative services. The Gentiva Board also believes the ongoing implementation of GentivaLink across all business segments will create additional efficiencies and allow for better communication and tracking of patient information across all areas of operations.

2. The Offer significantly undervalues Gentiva

Kindred’s Offer significantly undervalues Gentiva, and the Gentiva Board is confident that its current strategic plan will deliver significantly more value to Gentiva stockholders than the Offer. For example, Gentiva’s public company peers trade at an average enterprise value of approximately 9.4 times research analysts’ 2014 EBITDA estimates.¹ Applying Gentiva’s peers’ average valuation multiple to the mid-point of Gentiva’s recently released 2014 EBITDA guidance implies a standalone stock price substantially above the Offer price. In addition, the Gentiva Board believes Gentiva has significantly greater scale and service diversity and superior operating margins than the Company’s comparable peers, clearly establishing it as the industry leader. Aside from the operational and financial benefits that scale provides, Barclays and Edge Healthcare Partners have advised that industry leaders within the healthcare services sector have historically commanded higher valuations compared to their peer group. While Kindred has clearly recognized and highlighted in its public statements the benefits of Gentiva’s platform, scale and industry-leading position, Kindred’s Offer does not assign adequate value to Gentiva’s stockholders.

3. The Offer attempts to improve Kindred’s operations in home health and hospice at the expense of Gentiva’s stockholders

Aside from the benefits of greater scale and market density, the acquisition of Gentiva would generate significant value for Kindred through material revenue, cost and operational synergies; however, the Offer does not share this increased value with Gentiva’s stockholders in the form of an adequate premium. As discussed above, Gentiva has made significant investments that the Gentiva Board believes will generate enhanced stockholder value over the long term that should accrue to Gentiva’s current stockholders. Furthermore, industry experts believe that the home health and hospice industry is poised for growth over the foreseeable future due to a rapidly expanding base of Medicare-eligible and dual-eligible patients and a return to more stable reimbursement trends following the end of home health rebasing. For example, the United States Census Bureau estimates that 10,000 individuals become Medicare eligible every day. Additionally, MedPAC and MACPAC estimate that approximately 20% of Medicare patients and 15% of Medicaid patients qualify as dual eligible. Both of these statistics highlight the significant and growing market opportunity for Gentiva’s diversified suite of cost-effective, home-based services, the return on which should accrue to Gentiva’s stockholders.

4. Gentiva has received oral inadequacy opinions and advice from both of its financial advisors

Barclays and Edge Healthcare Partners rendered oral opinions to the Gentiva Board that, as of June 26, 2014 and based upon and subject to various assumptions and limitations, the consideration offered to Gentiva’s stockholders (other than Kindred and its affiliates) pursuant to the Offer was inadequate from a financial point of view to such holders. Barclays and Edge Healthcare Partners provided their respective oral opinions and advice for the information and assistance of the Board in connection with its consideration of the Offer, and neither opinion is a recommendation as to whether or not any holder of Gentiva shares should tender such shares in connection with the Offer or any other matter.

Copies of the Schedule 14D-9 and solicitation/recommendation statement are available on the SEC’s website at www.sec.gov and on the Company’s website at www.gentiva.com. Stockholders may also request additional copies of the Schedule 14D-9 by contacting the Company’s information agent, MacKenzie Partners, Inc. Toll-Free 800-322-2885 or 212-929-5500 (call collect).

¹  For description of peer group and methodology, please refer to the Company’s 14D-9 filed with Securities and Exchange Commission

Barclays and Edge Healthcare Partners are serving as financial advisors to Gentiva and Greenberg Traurig, LLP is serving as legal advisor.

Company Rights Plan

The Board also announced today that it has taken action, as permitted by the Rights Agreement dated as of May 22, 2014, (the “Rights Agreement”) between the Company and Computershare Trust Company, N.A., as rights agent, to postpone the Distribution Date (as defined in the Rights Agreement), which otherwise would have occurred on the tenth business day after the date of commencement of the Offer, until such date as may be subsequently determined by the Board. A copy of the Rights Agreement was filed with the SEC on May 23, 2014 as Exhibit 4.1 to the Company’s Current Report on Form 8-K.

About Gentiva Health Services, Inc.

Gentiva Health Services, Inc. is one of the nation’s largest providers of home health, hospice and community care 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; and other therapies and services. GTIV-G

Forward-Looking Statements

This press release contains statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995, as amended, or by the SEC in its rules, regulations and releases. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “will,” “likely,” “estimate,” “may,” “continue,” “deliver,” and similar expressions of a future or forward-looking nature. These statements include, but are not limited to: the long-term value of strategic investments including One Gentiva and GentivaLink; the effects of scale and market position in the healthcare industry; the home health and hospice industry’s being poised for growth due to a rapidly expanding base of Medicare-eligible and dual-eligible patients and a return to more stable reimbursement trends; our prospects for continued growth and stockholder value creation; and the view that under the terms of Kindred’s Offer, our stockholders would sacrifice real value and opportunity. We intend that such forward-looking statements be subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by us or any other person that the results expressed therein will be achieved. However, such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Gentiva to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Gentiva assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: general economic and business conditions; demographic changes; changes in, or failure to comply with, existing governmental regulations; impact on Gentiva of healthcare reform legislation and its implementation through governmental regulations; legislative proposals for healthcare reform; changes in Medicare, Medicaid and commercial payer reimbursement levels; the outcome of any inquiries into Gentiva’s operations and business practices by governmental authorities; compliance with any corporate integrity agreement affecting Gentiva’s operations; effects of competition in the markets in which Gentiva operates; liability and other claims asserted against Gentiva; ability to attract and retain qualified personnel; ability to access capital markets; 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 severe weather conditions, natural disasters, pandemic outbreaks, terrorist acts or cyber attacks; availability, effectiveness, stability and security of Gentiva’s information technology systems; ability to successfully integrate the operations of acquisitions Gentiva may make and achieve expected synergies and operational efficiencies within expected time-frames; ability to

maintain compliance with financial covenants under Gentiva’s credit agreement; effect on liquidity of Gentiva’s debt service requirements; changes in estimates and judgments associated with critical accounting policies and estimates; and other factors described in other documents filed by Gentiva with the SEC.

# # #

Financial and Investor Contact:

Gentiva

Eric Slusser

770-951-6101

eric.slusser@gentiva.com

or John Mongelli

770-951-6496

john.mongelli@gentiva.com

Media Contact:

Kekst and Company

Tom Davies

212-521-4873

Thomas-davies@kekst.com

or Lissa Perlman

212-521-4830

Lissa-perlman@kekst.com

Additional Investor Contact:

MacKenzie Partners, Inc.

Bob Marese

212-929-5500

EX-99.(A)(2)

Exhibit (a)(2)

Dear Gentiva Stockholders,

The Board of Directors (the “Board”) of Gentiva Health Services, Inc. (“Gentiva”), after careful consideration and consultation with its financial and legal advisors, has unanimously determined that the unsolicited tender offer from Kindred Healthcare, Inc. (“Kindred”) for $14.50 per share is grossly inadequate and not in the best interest of Gentiva or its stockholders.

For the reasons described below, we urge you to REJECT THE OFFER and NOT TENDER your shares pursuant to the Kindred Offer.

1. The Offer is opportunistic in exploiting a temporary decrease in Gentiva’s historical stock price

Kindred’s offer is timed to allow Kindred to offer inadequate consideration for Gentiva’s shares while claiming that it is offering a significant premium. The Offer represents a mere 4.7% premium to Gentiva’s pre-Offer 52-week high stock price of $13.85, reached on August 14, 2013. Indeed, the stock has traded above $14.50 for the majority of the time since Kindred commenced its tender offer. The Gentiva Board believes that the benefits received from the Harden acquisition and implementing strategic investments, including One Gentiva and GentivaLink, will allow Gentiva to continue to improve its operations and grow in its core market segments, and therefore represent investments in long-term value creation, which should accrue to Gentiva’s current stockholders.

2. The Offer significantly undervalues Gentiva

The Gentiva Board is confident that Gentiva’s current strategic plan will deliver significantly more value to Gentiva stockholders than the Offer. Gentiva’s public company peers trade at an average enterprise value of approximately 9.4 times research analysts’ 2014 EBITDA estimates.¹ Analysis conducted by the Company’s financial advisors implies a standalone stock price substantially above the tender offer price. In addition, the Gentiva Board believes Gentiva has significantly greater scale and service diversity and superior operating margins than the Company’s comparable peers, clearly establishing it as the industry leader. Industry leaders within the healthcare services sector have historically commanded higher valuations compared to their peer group.

3. The Offer attempts to improve Kindred’s operations in home health and hospice at the expense of Gentiva’s stockholders

The acquisition of Gentiva would generate significant value for Kindred through material revenue, cost and operational synergies without providing Gentiva’s stockholders with a commensurate premium. Gentiva has made significant investments that the Gentiva Board believes, in concert with favorable industry growth trends, will generate enhanced stockholder value over the long term that should accrue to Gentiva’s current stockholders.

4. Gentiva has received oral inadequacy opinions and advice from both of its financial advisors

Gentiva’s financial advisors, Barclays and Edge Healthcare Partners, determined that the consideration offered to Gentiva’s stockholders was inadequate from a financial point of view.

¹  For description of peer group and methodology, please refer to the Company’s 14D-9 filed with Securities and Exchange Commission.

The attached Schedule 14D-9 contains a complete discussion of these and other significant factors contributing to the Board’s recommendation. For the reasons described in the Schedule 14D-9, the Board strongly recommends for Gentiva stockholders to reject the Offer.

We urge you to read the Schedule 14D-9 carefully and in its entirety so you will be fully informed regarding the Board’s recommendation. If you have questions concerning the Schedule 14D-9 or need additional copies of Gentiva’s publicly filed materials, please contact our information agent, MacKenzie Partners, Inc. Toll-Free 800-322-2885 or 212-929-5500 (call collect).

We appreciate your continued trust as we work to protect your interests and deliver value for all Gentiva stockholders.

On behalf of the Board of Directors,

/s/ Rod Windley

Rod Windley, Executive Chairman of Gentiva.

EX-99.(A)(3)

Exhibit (a)(3)

April 14, 2014

Rodney Windley

Executive Chairman

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, GA 30339

Tony Strange

Chief Executive Officer, President and Director

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, GA 30339

Dear Rod and Tony:

Thank you very much for meeting with me on April 9. As we discussed, Kindred is extremely interested in a combination of our two companies. We believe such a combination has compelling strategic, financial and industrial logic and better positions each of us to not just respond to, but to help shape, the evolution of the post-acute care industry. Accordingly, on behalf of Kindred, I would like to formalize in this letter what we discussed on Wednesday—Kindred’s proposal to acquire 100% of the issued and outstanding shares of Gentiva.

We strongly believe the combined company’s ability to deliver a best-in-class continuum of care to patients would be unparalleled. As you are aware, development of Kindred’s integrated care market strategy is our number one strategic priority. The business that you have helped build would be extremely complementary to Kindred’s current business mix, and would result in a market leading presence across all post-acute care settings. Further, the significant revenue and cost synergies would enhance cash flow and thereby provide even greater opportunities to improve the capital structure than either company could achieve on a standalone basis. By collaborating in the evaluation of such a combinatiàn, we are convinced we can identify even greater opportunities for the combined business, resulting in additional value creation for all shareholders.

Based on the above, we are excited to make this proposal (our “Proposal”) to acquire Gentiva Health Services, Inc. (“Gentiva”). We have spent a significant amount of time and energy exploring the merits of a potential combination. Given the amount of work clone to date, we are confident that Kindred is best positioned to consummate a transaction quickly and with no disruption to the care of your patients. We have done substantial work to validate our views on value and financing, and we believe our Proposal will be considered extremely attractive to Gentiva shareholders. We have discussed this potential combination with our Board of Directors, and they are fully supportive of this proposal.

1. Purchase Price: Based on the work we have done to date using publicly available information, we are proposing to acquire all of the issued and outstanding shares of Gentiva for $13.00 per share. Our Proposal contemplates a consideration mix to your shareholders of 50% cash and 50% stock, The offer price is based on publicly available information, including there being 37,734,194 shares of Gêntiva common stock outstanding on a fully diluted basis and represents a significant premium of 64% over Gentiva’s closing price on April 14, 2014 and a 37% premium over Gentiva’s 60 day volume weighted average price. Even if intra-day highs are included, Gentiva’s stock has traded below this value for 99% of the trading days over the last two years. Our offer implies an 8.7x multiple of last twelve month EBITDA (assumed at June 2014), which is in line with the most relevant precedent transactions in the sector. The implied multiple of consensus NTM EBITDA (8. lx) is well in excess of any valuation multiple Gentiva has achieved over the last five years.

680 South Fourth Street	Louisville, Kentucky 40202
502.596.7300	KY TDD/TTY# 800.648.6057

Further, based upon our analyses, including the substantial amount of synergies we expect to result from the combination, we believe a Proposal that includes stock consideration would deliver value to your shareholders significantly in excess of $13.00 per share. Gentiva shareholders would also continue to benefit from additional value creation in the combined company going forward.

We expect key drivers of pro forma value to include the following:

• Forward-leaning positioning with respect to the rapidly evolving delivery and payment environment

• Synergies resulting from the combination of our companies

• De-risking of the combined company

• Breadth of offering enhances adaptability in an uncertain reimbursement environment and combines complementary capabilities for potential bundling of services and other new payment models

• Industry-shaping platform touching 40 states with annual revenues expected to be over $7.0 billion in 2014

• Diversification of earnings from across the post-acute continuum

• Pro forma leverage below Gentiva’s current level

• Substantial accretion to both cash flow and GAAP earnings per share

• Enables rapid deleveraging of the combined company

• Opportunity to provide meaningful dividend to shareholders of the combined company

Based on these drivers, we believe our Proposal delivers approximately $15.00 of total value per share to Gentiva shareholders. Further, we believe the combination of the cash component of consideration, the contemplated on-going dividend, and the expected synergies from the combination provide a substantial degree of value certainty to your shareholders.

2. Financing: Our Proposal would be financed using cash from our balance sheet and third party debt sources. We are highly confident in the viability of the proposed deal structure. We have a long track record of successful acquisitions, and we have worked with our financial advisors, Citi, to ensure that our Proposal is structured to optimize value and certainty for Gentiva and Kindred shareholders. To provide you with a high degree of certainty of closing, we do not expect a definitive agreement to contain any financing condition.

3. Due Diligence and Timing: Our Proposal is based solely on publicly available information and our own internal management estimates. In order to finalize our view on valuation, we would expect to conduct an efficient confirmatory due diligence process that would focus on the review of financial, accounting, tax, legal and regulatory information;

This transaction has the highest priority for Kindred, and we will work with the necessary urgency to reach a definitive agreement on an accelerated timeline. We look forward to working with Gentiva to develop a detailed plan that fully addresses our due diligence needs while minimizing any disruption to Gentiva’s business operations. We are prepared to immediately assign appropriate resources to the due diligence effort and commit to finish our analysis as quickly and efficiently as possible. We are prepared to begin negotiating definitive agreements during the due diligence period and are confident in our ability to sign final deal documentation within 45 days following the commencement of due diligence.

4. Conditions and Approvals: While the terms of any potential transaction would be set forth only in the definitive agreements, we would expect the transaction to be subject only to customary conditions, including obtaining required regulatory approvals in all relevant jurisdictions, including antitrust filings. We would not require a Kindred shareholder vote, and we do not anticipate any unusual regulatory delays to complete the transaction.

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5. Contract Terms: We would expect that any definitive agreement would contain representations, warranties and covenants, including with respect to deal protections, customary for transactions of this type.

6. Exclusivity: We would expect Gentiva to enter into a period of exclusivity with Kindred through May 31, 2014.

7. Confidentiality: Given the preliminary nature of our Proposal, we do not believe the receipt of this Proposal would be required to be made public by Gentiva and doing so would not be in the best interest of your shareholders at this time. We intend to treat this letter as confidential and trust that you will do the same.

This letter is not intended to create or constitute any legally binding obligation, liability or commitment by us regarding a transaction or any other matter. There will be no legally binding agreement between us regarding a transaction unless and until a definitive agreement is executed.

We are very excited by the prospect of combining our two businesses. Our proposed terms reflect our current understanding of the attractiveness of Gentiva’s business and the value that a transaction could create for both sets of our shareholders. We look forward to continuing our discussions regarding this Proposal.

Please feel free to contact me with any questions.

Yours truly,

Paul J. Diaz

Chief Executive Officer

Kindred Healthcare, Inc.

cc: Edward L. Kuntz, Chairman of the Board

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EX-99.(A)(4)

Exhibit (a)(4)

May 5, 2014

Rodney Windley

Executive Chairman

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, GA 30339

Tony Strange

Chief Executive Officer, President and Director

Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400

Atlanta, GA 30339

Dear Rod and Tony:

I appreciate the time you have taken to speak with me as well as the time your Board of Directors has taken to review our offer to combine our two businesses. We are very disappointed, however, that we have not been able to engage more substantially on the strategic, financial and industrial logic of the combination of our two companies and the opportunity it affords our patients for a more integrated care experience. It is unclear to us how Gentiva on a standalone basis can replicate the clinical, strategic and financial opportunities generated from our combined operations. Moreover, now is the perfect time to bring Gentiva and Kindred together and leverage our combined platforms to achieve revenue, cost and capital synergies which will better positions each of us to not just respond to, but to help shape, the evolution of the post-acute care industry.

Our team would like to work with you and your team towards crafting a transaction that would benefit all of our shareholders. In light of your April 28, 2014 letter, articulating Gentiva’s unwillingness to engage in meaningful dialogue on a potential combination of our two companies, Kindred is prepared to increase its offer to $14.00 per share composed of 50% stock and 50% cash. Additionally, given our confidence in the strategic and financial opportunities of the combination, Kindred is prepared to increase the cash portion of consideration up to 100% at your shareholders’ election. We strongly believe that many of your shareholders, and in particular the greater than 20% of Gentiva shareholders who are also shareholders of Kindred, will favor the stock of the combined company if given an opportunity. This proposal represents a significant premium of 82% over Gentiva’s closing price on May 2, 2014. While the aggregate cash component of consideration would represent approximately 91% of Gentiva’s market capitalization, the Gentiva shareholders also would continue to benefit from the additional value creation in the combined company.

We have been working with Citi to assess financing options, and we and Citi are highly confident in the ability to raise the necessary funds to complete the proposed transaction, as reflected in the attached correspondence from Citi.

680 South Fourth Street         Louisville, Kentucky 40202

502.596.7300                     KY TDD/TTY# 800.648.6057

I also want to respond to your comments regarding Kindred approaching executives of Gentiva. First, let me assure you that we have not shared any material non-public information with respect to our discussions with anyone other than our Board and our teammates and advisors working on the transaction. Moreover, I want to assure you that we are not soliciting any of your executive officers for employment at Kindred nor have we engaged in any broad solicitation or recruitment of Gentiva employees. From time to time, however, we may hire current and former employees of Gentiva, just as we assume that Gentiva, from time to time, may hire current and former Kindred employees. If in the ordinary course we were to hire any of Gentiva’s employees we would not knowingly violate any enforceable non-compete restrictions.

Kindred would welcome discussing the proposed transaction with you and the Gentiva Board of Directors in order to understand your Board’s views, facilitate further interaction between our respective management teams and to work towards achieving a transaction in the best interest of all of our constituents. To that end, we request a meeting with you and your independent directors to present what we think is an incredibly compelling opportunity for our collective shareholder groups, patients and employees. If we ultimately pursue a transaction that includes a significant stock component, we also would be open to expanding the Kindred Board of Directors to include representation from your Board.

This letter is not intended to create or constitute any legally binding obligation, liability or commitment by us regarding a transaction or any other matter. There will be no legally binding agreement between us regarding a transaction unless and until a definitive agreement is executed.

We are very excited by the prospect of combining our two businesses. Our proposed terms reflect our current understanding of the attractiveness of Gentiva’s business and the value that a transaction could create for both sets of our shareholders. We trust you and your Board will carefully evaluate the logic of the combination and look forward to productive discussions regarding our proposal. We respectfully request your response by the close of business on May 13, 2014.

Please feel free to contact me with any questions.

Yours truly,

Paul J. Diaz

Chief Executive Officer

Kindred Healthcare, Inc.

cc: Edward L. Kuntz, Chairman of the Board

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EX-99.(A)(5)

Exhibit (a)(5)

Rod Windley

Executive Chairman

May 13, 2014

Kindred Healthcare, Inc.

680 South Fourth Street

Louisville, Kentucky 40202

Attention: Paul J. Diaz, Chief Executive Officer Edward L. Kuntz, Chairman of the Board

Dear Paul:

Thank you for your letter dated May 5, 2014. As we noted in our prior letter to you, dated April 28, 2014, last month our Board of Directors gave careful consideration to Kindred Healthcare’s unsolicited proposal to combine our two businesses. Our Board of Directors has, with the assistance of its legal and financial advisors, once again carefully considered Kindred’s unsolicited proposal to combine our two businesses. Having considered your revised proposal, our Board continues to believe that our long-term strategy as a stand-alone company will generate substantially more value to our shareholders. Accordingly, at this time, we are not interested in pursuing the transaction you are proposing.

Please feel free to contact me with any questions.

Sincerely,
Rodney D. Windley Executive Chairman Gentiva Health Services, Inc.	Victor F. Ganzi Lead Director Gentiva Health Services, Inc.

cc: Tony Strange Chief Executive Officer

3350 Riverwood Parkway ^¡ Suite 1400 ^¡ Atlanta, GA 30339 T 770.951.6105 ^¡ F 913.689.7658 rod.windley@gentiva.com

EX-99.(A)(6)

Exhibit (a)(6)

	Paul J. Diaz Chief Executive Officer
Dedicated to Hope, Healing and Recovery

May 27, 2014

Mr. Rodney Windley

Executive Chairman

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, GA 30339

Mr. Tony Strange

Chief Executive Officer, President and Director

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, GA 30339

Dear Rod and Tony:

Since the May 15, 2014 public announcement of our offer to acquire Gentiva for total consideration of $14.00 per share, we have heard from both companies’ shareholders—and sell-side research analysts have reported—that they support a combination and that the price is a very compelling and significant premium to Gentiva’s historic trading price and projected earnings estimates. We are certain you have heard the same from your shareholders.

We are disappointed, however, that instead of listening to your shareholders—the true owners of Gentiva—and immediately entering into good faith negotiations with Kindred, your Board has instead implemented a poison pill that limits shareholders’ opportunity to maximize the value of their investment. We question the motive and timing of such implementation, which limits not just Kindred, but all Gentiva shareholders from increasing their investment in the company.

Gentiva has been steadfastly unwilling to begin a dialogue with Kindred, and we believe the implementation of a poison pill further demonstrates that Gentiva is ignoring the will of its shareholders. As you know, our offer represents a 64% premium to Gentiva’s share price on May 14, 2014 (the day prior to Kindred making public the offer) and a 40% premium to Wall Street analysts’ one-year median price target of $10.00 per share. We urge the Gentiva Board to stop erecting obstacles and to immediately engage with our Board and management team to reach agreement on this value creating transaction. Despite Gentiva’s actions, we will not be deterred. We are determined to pursue the proposed combination of Kindred and Gentiva and are committed over the long-term to achieving our objective. We are ready, willing and able to quickly proceed toward consummating a negotiated transaction.

Sincerely,

Paul J. Diaz

cc: Phyllis R. Yale, Chair of the Board

680 South Fourth Street — Louisville, Kentucky 40202

502.596.7703 — 502.596.4848 fax — 800.648.6057 TDD/TTY

Paul.Diaz@kindredhealthcare.com

EX-99.(A)(7)

Exhibit (a)(7)

June 27, 2014

Rodney Windley

Executive Chairman

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, GA 30339

Tony Strange

Chief Executive Officer, President and Director

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, GA 30339

Dear Rod and Tony:

We are writing to you, and the entire board of directors of Gentiva, regarding the reports in the marketplace that Gentiva may be pursuing an acquisition of Amedisys (NASDAQ: AMED). We are concerned that, while refusing to discuss Kindred’s highly attractive cash offer, the Gentiva board may be pursuing a course that would disenfranchise its shareholders through a value-destroying and highly levered transaction with Amedisys.

We believe it is incumbent on the Gentiva board, in fulfilling its fiduciary duty to its shareholders, to sit down with Kindred immediately and explore our value-enhancing proposal before entering into any agreement that could impair the value of, or preclude, a Kindred-Gentiva combination.

As you know, our all-cash offer of $14.50 per share represents a 70% premium to Gentiva’s closing share price on May 14, 2014 (the day prior to Kindred making its proposal public), and would deliver immediate and certain value to Gentiva shareholders. In addition, we have expressed a willingness to offer cash and stock in a structure that would allow Gentiva shareholders to participate further in the synergies and upside potential of the proposed combination (which many Gentiva shareholders have told us they would prefer). We have also indicated that we would be prepared to consider increasing the value of our offer if Gentiva were to commence discussions and demonstrate additional value.

Even before the Amedisys reports were brought to our attention, we listened with interest to the remarks of Gentiva’s Chief Financial Officer, Eric Slusser, at the Wells Fargo Healthcare Conference, particularly his statements indicating that a vertically integrated post-acute care provider would be best positioned to deliver effective care in the long run. This is one of the many reasons why we believe the proposed combination of Kindred and Gentiva makes so much sense.

A Kindred-Gentiva combination would offer the benefits of vertical integration and position our combined company to provide integrated post-acute care at lower cost to a much broader range of patients. As both Gentiva and Amedisys focus exclusively on home health and hospice care, such a combination would not similarly advance the interests of patients or position Gentiva at the forefront of changes to the U.S. healthcare delivery system.

680 South Fourth Street  —  Louisville, Kentucky 40202

    —  800.648.6057 TDD/TTY

We note that Kindred has an outstanding track record of successfully integrating acquisitions, including most recently RehabCare and Senior Home Care. In contrast to Kindred, both Gentiva and Amedisys have experienced integration challenges in the past. We believe the combination of Kindred and Gentiva would have minimal execution risk and a high likelihood of swift and seamless integration.

Kindred remains firmly committed to the proposed combination with Gentiva, but we take our responsibilities to our shareholders very seriously. If Gentiva were to move forward with any other transaction, Kindred would review the outstanding $14.50 cash offer and consider revising or withdrawing it.

As we have stated repeatedly over the last six weeks, we would strongly prefer to work with the Gentiva board to reach a negotiated agreement. We have repeatedly requested meetings with you, and are prepared to meet with you and your advisors as soon as is practicable. We once again call upon your board to immediately commence good-faith discussions with Kindred, so that our companies can move forward with a combination that serves the interests of all our stakeholders.

Sincerely,

Paul J. Diaz

Chief Executive Officer

Kindred Healthcare, Inc.

cc: Phyllis R. Yale, Chair of the Board

EX-99.(E)(1)

Exhibit (e)(1)

Excerpts from Gentiva Health Services, Inc. Definitive Proxy Statement on Schedule 14A relating to the 2014 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission on March 25, 2014.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 10, 2014, the record date for the Annual Meeting (unless otherwise indicated), the amount of beneficial ownership of our common stock held by:

• our named executive officers in the Summary Compensation Table;

• each current director and nominee for director;

• each beneficial owner of more than five percent of our common stock; and

• all of our executive officers and directors as a group.

For the purpose of the table, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person or group has the right to acquire within 60 days after March 10, 2014 through the exercise of stock options or exchange or conversion rights, but such shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.

Name of Beneficial Owner	Amount of Shares of Common Stock and Nature of Beneficial Ownership (1)(2)(3)(4)		Percent of Class Owned (if more than 1%)
David A. Causby		269,980		—
Jeff Shaner		243,955		—
Eric R. Slusser		385,113		—
Tony Strange		1,345,265		3.6	%
Rodney D. Windley(5)		496,373		1.3	%
Robert S. Forman, Jr.(6)		114,518		—
Victor F. Ganzi(7)		169,835		—
R. Steven Hicks(8)		3,222,917		8.8	%
Philip R. Lochner, Jr.		40,095		—
Stuart Olsten(9)		257,498		—
Sheldon M. Retchin		41,095		—
Raymond S. Troubh		194,896		—
BlackRock, Inc.(10)		3,492,219		9.5	%
40 East 52nd Street New York, NY 10022
Wells Fargo & Company(11)		2,949,142		8.0	%
420 Montgomery Street San Francisco, CA 94104
The Vanguard Group—23—1945930(12)		2,091,044		5.7	%
100 Vanguard Blvd. Malvern, PA 19355
Dimensional Fund Advisors LP(13)		1,909,924		5.2	%
Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746
All executive officers and directors as a group (14 persons)(14)		7,274,109		18.8	%

(1) Unless otherwise indicated, the shareholders identified in this table have sole voting and investment power with respect to the shares beneficially owned by them.

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(2) Includes beneficial ownership of the following number of shares that may be acquired upon exercise of presently exercisable stock options under our 2004 Equity Incentive Plan: Mr. Causby—141,699; Mr. Shaner—134,133; Mr. Slusser—199,767; and Mr. Strange—798,751.

(3) Includes beneficial ownership of the following number of whole shares acquired and currently held under our Employee Stock Purchase Plan, as amended: Mr. Causby—3,060; Mr. Shaner—344; and Mr. Strange—12,978.

(4) Includes beneficial ownership of the following number of shares representing the equivalent of units deferred under our Stock & Deferred Compensation Plan for Non-Employee Directors: Mr. Forman—40,095; Mr. Ganzi—64,402; Mr. Hicks—6,542; Mr. Lochner—40,095; Mr. Olsten—64,402; Dr. Retchin—40,095; Mr. Troubh—61,372; and Mr. Windley—35,415.

(5) In addition to the shares referred to in footnote (4), Mr. Windley’s holdings include 460,958 shares owned indirectly through trusts.

(6) In addition to the shares referred to in footnote (4), Mr. Forman’s holdings include 72,998 shares owned directly, and 25 shares owned by his wife and 1,400 shares owned by his wife’s trust, as to which shares he disclaims beneficial ownership.

(7) In addition to the shares referred to in footnote (4), Mr. Ganzi’s holdings include 52,633 shares owned directly and 52,800 shares owned indirectly through a trust.

(8) In addition to the shares referred to in footnote (4), Mr. Hicks’ holdings include 2,279,698 shares owned directly, 484,715 shares owned indirectly through trusts, 441,962 shares over which he has voting control, as to which shares he disclaims beneficial ownership, and 10,000 shares owned by his wife, as to which shares he disclaims beneficial ownership.

(9) In addition to the shares referred to in footnote (4), Mr. Olsten’s holdings include 192,796 shares owned directly and 300 shares owned by his wife, as to which shares he disclaims beneficial ownership.

(10) The amount shown and the following information are derived from Amendment No. 5 to Schedule 13G filed with the Securities and Exchange Commission on January 31, 2014 by BlackRock, Inc. on behalf of itself and certain of its subsidiaries (“BlackRock”), reporting beneficial ownership as of December 31, 2013. According to the amended Schedule 13G, BlackRock reported beneficial ownership of 3,492,219 shares of our common stock with sole voting power as to 3,414,338 shares and sole dispositive power as to all of the shares.

(11) The amount shown and the following information are derived from Amendment No. 6 to Schedule 13G filed with the Securities and Exchange Commission on January 28, 2014 by Wells Fargo & Company on behalf of itself and certain of its subsidiaries (“Wells Fargo”), reporting beneficial ownership as of December 31, 2013. According to the amended Schedule 13G, Wells Fargo reported beneficial ownership of 2,949,142 shares of our common stock, with sole voting and dispositive power as to five shares, shared voting power as to 2,949,115 shares, and shared dispositive power as to 2,949,137 shares.

(12) The amount shown and the following information are derived from Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission by The Vanguard Group—23—1945930 (the “Vanguard Group”) on February 11, 2014, reporting beneficial ownership as of December 31, 2013. According to the amended Schedule 13G, the Vanguard Group reported beneficial ownership as to 2,091,044 shares of our common stock, with sole voting power as to 46,730 of the shares, sole dispositive power as to 2,045,214 of the shares and shared dispositive power as to 45,830 of the shares.

(13) The amount shown and the following information are derived from Amendment No. 6 to Schedule 13G filed with the Securities and Exchange Commission on February 10, 2014 by Dimensional Fund Advisors LP (“Dimensional”), reporting beneficial ownership as of December 31, 2013. According to the amended Schedule 13G, Dimensional reported beneficial ownership of 1,909,924 shares of our common stock, with sole dispositive power as to all of the shares and sole voting power as to 1,883,025 of the shares. Dimensional, a registered investment advisor, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). Dimensional reported that, in its role as investment advisor or

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manager, Dimensional does not possesses investment and/or voting power over the shares of our common stock which are held by the Funds, but may be deemed to be the beneficial owner of such shares. Dimensional disclaims beneficial ownership of the shares.

(14) Includes 5,342,007 shares owned directly and indirectly by current executive officers and directors, 1,579,684 shares that may be acquired upon exercise of presently exercisable stock options and 352,418 shares representing shares deferred as share units.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis, or CD&A, describes our 2013 executive compensation program. It summarizes our executive compensation structure, including design changes following our 2013 Say-on-Pay vote, and our shareholder outreach efforts. This CD&A is intended to be read in conjunction with the tables beginning on page 36, which provide detailed historical compensation information for our following named executive officers, or NEOs.

Name	Title
Tony Strange	Chief Executive Officer and President1
Eric R. Slusser	Executive Vice President, Chief Financial Officer and Treasurer
Rodney D. Windley	Executive Chairman2
David A. Causby	Executive Vice President and Chief Operating Officer3
Jeff Shaner	Senior Vice President and President of Operations4

¹  Mr. Strange also served as Chairman of the Board of Directors until February 5, 2013.

²  Elected Executive Chairman on February 5, 2013.

³  Promoted from Senior Vice President and President of Home Health Division on October 28, 2013.

⁴  Served as Senior Vice President and President of Hospice Division through October 28, 2013.

Our executive compensation structure consists of three primary components: base salary, annual bonus (our Executive Officers Bonus Plan), and long-term incentives (under our 2004 Equity Incentive Plan). Within the long-term incentive component, we utilize both time-based and performance-based incentives. Our structure is as follows:

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This CD&A is organized as follows:

	Page
Executive Summary		4
•    2013 Say-on-Pay Vote—Our Response		4
•    2013 Corporate Governance Highlights		5
•    2013 Business and Performance Highlights		6
•    2013 Key NEO Compensation Decision Highlights—Target Compensation		9
•    2013 Key NEO Compensation Decision Highlights—Actual Compensation		10
Compensation Decision Process		11
•    The Committee’s Objectives for NEO Compensation		11
•    Role of the Compensation Committee		11
•    Role of Management		11
•    Role of the Compensation Consultant		11
•    Role of Peer Companies and Competitive Market Data		12
Considerations Regarding 2013 Compensation		14
•    Components of 2013 NEO Compensation		14
•    Base Salary		14
•    Annual Bonus (Executive Officers Bonus Plan)		15
•    Long-Term Incentives (“LTI”)		19
•    Benefits and Perquisites		23
•    Stock Ownership Guidelines		23
•    Recoupment (“Clawback”) Policy		24
•    Limitations on Deductibility of Compensation		24

Executive Summary

2013 Say-on-Pay Vote—Our Response

At our 2013 annual meeting of shareholders, our proposal on NEO compensation received a 37.1% favorable vote, and therefore was not approved. The concerns of our shareholders, as expressed through the Say-on-Pay vote, prompted us to re-evaluate components of our executive compensation program. Responding to the Say-on-Pay vote was a significant priority of our Compensation Committee (the “Committee”) and management in 2013 and early 2014. To address shareholders’ concerns, our response was three-fold:

1. Shareholder outreach: In 2013, management contacted shareholders holding approximately 78% of our outstanding shares of common stock and held one-on-one discussions with shareholders holding approximately 69% of our outstanding shares of common stock.

The purpose of these discussions was to understand their perspectives on our executive compensation structure. Based on these discussions and the 2013 shareholder advisory firms’ reports, we understood that their issues were the lack of a double trigger in our change-in-control coverage, the lack of an incentive “clawback” provision, and the use of a one-year performance measure in our long-term performance program. See the section entitled “Program design changes in response to say-on-pay vote” below.

2. Shareholder advisory firm outreach: In July 2013, our Lead Director, our Executive Chairman, and our Chief Executive Officer met in person with representatives from Institutional Shareholder Services (“ISS Research”) to discuss and evaluate the issues raised in its recommendations to vote against our 2012 and 2013 Say-on-Pay proposals. The meeting provided context for our subsequent compensation decisions and enhanced overall understanding of the rationale for our program structure.

3. Program design changes in response to say-on-pay vote: During 2013, after our shareholder and shareholder advisory firm outreach, the Committee, our Board of Directors, and management implemented the following executive compensation program design changes to address the concerns cited during our

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outreach efforts. With the consent of participating NEOs, we retroactively amended their outstanding 2013 grants to incorporate the changes described below. Further, the design changes will apply to future compensation arrangements:

• Long-term performance program grants: Two primary design modifications were approved by the Committee for both future grants and the amended 2013 grants of our NEOs, including:

• Performance measurement period: We eliminated the one-year performance measurement period. The original 2013 grants were based 50% on one-year EPS performance for fiscal year 2013 (with a two-year additional hold for earned amounts) and 50% on EPS performance for fiscal year 2015. The grant for our NEOs is now based entirely on EPS at the end of the three-year measurement period (EPS performance for fiscal year 2015).

• Total shareholder return (“TSR”): We implemented a TSR modifier, measuring TSR performance against our four primary publicly-traded competitors. The objective of the TSR modifier is to calibrate payments earned for EPS performance by comparing our three-year TSR performance to that of our primary competition. The TSR modifier adjusts earned amounts by +20% if we rank first (or tied for first) in three-year TSR, and -20% if we rank last (or tied for last) in three-year TSR. If our actual three-year TSR is zero or negative, the TSR modifier cannot be positive, regardless of ranking. See “Considerations Regarding 2013 Compensation—Long-Term Incentives—Long-term performance program” below for additional disclosure regarding the competitors used for our TSR modifier.

• Recoupment (“Clawback”) Policy: We adopted a policy to recoup incentive compensation paid to certain covered employees for a material restatement of our financial statements or an award of incentive compensation based on inaccurate financial statements or inaccurate performance measurements/calculations. Our 2004 Equity Incentive Plan and our Executive Officers Bonus Plan were both amended to incorporate the new recoupment policy. We also amended the existing 2013 award agreements with our NEOs to be subject to the new policy.

• Double trigger requirement for accelerated vesting in the event of a change in control: We amended both our 2004 Equity Incentive Plan and the existing 2013 long-term incentive award agreements with our NEOs to add a double trigger requirement for vesting to accelerate following a change in control. Outstanding long-term incentive grants (e.g., stock options, restricted stock, and performance awards) will automatically vest only upon the participant’s termination of service without cause or for good reason within two years following a change in control.

2013 Corporate Governance Highlights

• Leadership Structure: In 2013, we separated the roles of Chairman and Chief Executive Officer. In addition, we have an independent Lead Director.

• Recoupment (“Clawback”) Policy: As described in “2013 Say-on-Pay Vote—Our Response” above, we adopted and implemented an incentive compensation recoupment policy.

• Performance goal disclosure: We enhanced disclosure in this CD&A of the performance criteria for our long-term performance program. In addition to the goal disclosure for our annual bonus, we also disclose the EPS performance goals (threshold, target, and maximum) and actual performance achievement for the portion of the January 2011 long-term performance program grant based on fiscal year 2013 performance.

• Change-in-Control coverage: We believe that this coverage provides for management continuity and alignment of executive and shareholder interests in the event of a change in control of Gentiva. Our coverage does not provide (a) severance multiples in excess of three times salary and target bonus, (b) single trigger cash payments, (c) modified single trigger provisions, or (d) excise tax gross-up protection. In 2013, we modified our 2004 Equity Incentive Plan and existing 2013 award agreements with our NEOs to require a double trigger for vesting acceleration.

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• Stock Ownership Guidelines: We have stock ownership guidelines for our executive officers, which are four times base salary for our Chief Executive Officer and President, three times base salary for our Executive Chairman, and two times base salary for the other executive officers.

• Insider Trading Policy: Our employees, officers and directors are prohibited from trading in our securities when they are aware of material, nonpublic information about Gentiva.

• Blackout Policy: Our officers, directors and certain other employees are prohibited from trading our securities beginning the first day of each final calendar month of a quarter and ending two full trading days after the quarterly earnings release.

• Hedging Policy: We have a policy that prohibits our directors, officers and employees from engaging in hedging transactions in our securities.

• Pledging Policy: We have a policy that (i) prohibits our directors, officers, and employees from holding our securities in margin accounts or pledging more than 50% of their Gentiva securities, and (ii) requires that any documents evidencing any proposed pledge must be pre-approved and must provide that securities may not be sold at a time when the pledgor is not permitted to trade in our securities.

• Tally sheets: The Committee periodically reviews tally sheets in order to analyze our NEOs’ total compensation opportunities based on historical grant practices and the potential compensation payments under various termination scenarios.

• Incentive payment thresholds and maximums: Our annual bonus and long-term performance program have threshold performance requirements which must be achieved in order to earn an incentive payment. Maximum payments are capped. Further, the TSR modifier for the long-term performance program cannot increase awards if our three-year TSR is zero or negative, regardless of our ranking versus our primary competitors.

• Limited executive perquisites and other benefits: Perquisites are limited to an executive physical and company-paid life insurance. See “Benefits and Perquisites” on page 34.

• Independent compensation consultant: Aon Hewitt is retained directly by the Committee as its independent compensation consultant. Aon Hewitt provides competitive benchmarking and advice on all NEO pay decisions and keeps the Committee apprised of compensation best practices.

• Compensation risk assessment: The Committee conducts an annual risk assessment of our compensation policies and practices to ensure that our programs are not reasonably likely to have a material adverse effect on Gentiva.

• No employment agreements: We have not entered into employment agreements with any of our NEOs. We do have a letter agreement with Tony Strange. See “Grants of Plan-Based Awards During Fiscal Year 2013—Letter Agreement with Tony Strange” below.

2013 Business and Performance Highlights

Executive Chairman

Mr. Windley was elected Executive Chairman on February 5, 2013. The Board expanded Mr. Windley’s role at Gentiva to navigate Gentiva through our industry’s significant regulatory and reimbursement uncertainties. He is a seasoned healthcare services executive and strategic visionary. Through his 35 years of healthcare leadership experience, Mr. Windley has a successful track record of building shareholder value in difficult environments.

Home Health, Hospice and Community Care Industry

We are a leading provider of home health services, hospice services, and community care services serving patients through approximately 550 locations in 40 states. Our revenues, and the revenues of our direct

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competitors, are derived primarily from Medicare and Medicaid. These federal and state government programs, under which we generate a majority of our net revenues, are subject to legislative reimbursement uncertainties on an annual basis.

During 2013, our industry continued to operate in an environment of significant regulatory and reimbursement rate uncertainty. For the third consecutive year, the United States Centers for Medicare and Medicaid Services (“CMS”) reduced reimbursement rates (more than 5% in calendar year 2011, approximately 5% in 2012, and approximately 3% in 2013, including a 2% sequestration reduction).

Shareholder Value and Financial Highlights

In spite of these ongoing industry challenges, our executive management team has delivered the following results:

• Two-year TSR and CEO compensation—2012 and 2013: Gentiva’s stock price has significantly outperformed the healthcare industry and the broader market over the past two years (2012 and 2013). Our two-year TSR was 36%, compared to our peer group median of 24%, our industry median of 26%, and the Russell 3000 median of 25%.

Our specific two-year TSR ranking against each group was as follows:

• 76th percentile vs. our peer group;

• 68th percentile vs. our industry (GICS code 3510 for Healthcare Equipment and Services; 172 companies); and

• 68th percentile vs. the Russell 3000 companies.

Conversely, for that same period, our CEO’s target compensation did not change and actual compensation earned was well-below target.

• Target compensation

• Salary, target bonus, and target long-term incentive value have remained the same since 2010.

• Actual compensation

• Annual bonus

• 2012 performance: Earned 77% of target

• 2013 performance: Earned 0% of target

• Long-term performance-based incentives

• 2009 stock option grant, 1/4 vesting based on 2012 performance: Did not vest

• 2010 performance share grant, 1/3 portion based on 2012 performance: None earned

• 2011 performance cash grant, all based on 2013 performance: None earned

• 2012 performance cash grant, 1/2 portion based on 2012 performance: 85% of target earned

• Three-year TSR and CEO compensation—2011 through 2013: 2011 was an extraordinary year in our industry, with many external forces outside of our management team’s control that significantly impacted our stock price. Our stock price dropped from approximately $27.00 at the beginning of 2011 to as low as $2.81 in the fourth quarter of 2011, resulting in a negative three-year TSR. Our CEO was not paid an annual bonus in 2011.

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We addressed the events of 2011 in last year’s proxy statement and in the May 2, 2013 letter to our shareholders from our Lead Director and our Executive Chairman. In summary, during the spring of 2010, a national newspaper published an article that suggested Gentiva and other home healthcare companies were manipulating Medicare reimbursements. The article resulted in a Senate Finance Committee inquiry and a Securities and Exchange Commission (“SEC”) investigation. Our stock was trading in the neighborhood of $30.00 per share at the time of the 2010 published article. The Senate Finance Committee issued its report in late 2011, at which time our stock dropped to as low as $2.81 per share. The precipitous drop in our stock price was tied to the published article, the Senate Finance Committee inquiry and the SEC investigation, but was also compounded by significant reductions in Medicare reimbursement rates by CMS with respect to home healthcare.

In late 2012, the staff of the SEC issued a letter stating that the investigation had been completed and would not recommend any enforcement action against Gentiva. Our stock price, while not fully recovered from the events of 2011, by the end of 2013 had increased approximately 4.5 times higher than our 2011 low point. We are fully aware of our low three-year TSR due to the external events of 2011, but we have taken significant action to redesign our executive compensation structure in response to shareholder concerns.

• Our net revenue increased to $1.73 billion in fiscal year 2013 despite significant reimbursement cuts and the impact of the federally mandated sequestration cuts to our home health and hospice businesses. Additionally, home health episodic revenue grew to $846.9 million for 2013.

Strategic Highlights

In 2013, our executive management team:

• Completed the acquisition of Harden Healthcare Holdings, Inc., a leading provider of home health, hospice and community care services, which expands our participation into the dually-eligible population;

• Completed three additional acquisitions of home health and hospice companies, which extended our geographic footprint;

• Continued as an industry leader with admission growth in home health of 6.3% during 2013;

• Successfully implemented a point-of-care system, known as GentivaLink, into more than 250 home health locations and into the hands of more than seven thousand caregivers. GentivaLink reduces paperwork demands and the cost of forms, and streamlines clinical supervision by our clinical managers;

• Created the “One Gentiva” identity which streamlined our business processes, eliminated duplicative divisional roles, and created a platform whereby Gentiva can capitalize on referral source synergies; and

• Continued a leadership role as an advocate for home health and hospice with both federal and state legislators.

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2013 Key NEO Compensation Decision Highlights—Target Compensation

Pay Component	Comments on Target Compensation
Base Salary	•     Our NEO base salaries have not increased since November 2010 (other than Mr. Causby’s 2013 promotional increase) •     Mr. Causby’s base salary was increased from $425,000 to $550,000, effective October 28, 2013, to recognize his promotion to Executive Vice President and Chief Operating Officer •     Our Executive Chairman was named effective February 5, 2013 at a base salary of $750,000
Target Annual Bonus	•     Our NEO target annual bonus percentages have not increased since November 2010 (other than Mr. Causby’s promotional increase) •     Mr. Causby’s target annual bonus was increased from 70% of base salary to 85% of base salary to recognize his promotion to Executive Vice President and Chief Operating Officer •     Our Executive Chairman does not participate in the Executive Officers Bonus Plan
Long-Term Incentives (“LTI”)	•     Our NEO targeted LTI values have not increased since November 2010 (other than Mr. Causby’s promotional increase)
Long-Term Performance Program Design Changes	•     Mr. Causby’s target LTI value was increased from 200% of base salary to 250% of base salary to recognize his promotion to Executive Vice President and Chief Operating Officer
Based solely on performance achievement at the end of a three-year measurement period (e.g., 2013 grants are based solely on EPS performance for fiscal year 2015)	•     The following chart summarizes our 2013 LTI mix. Competitive market data from our peer companies was used as a guide for establishing these weightings:
TSR modifier: Added to adjust final payouts based on our TSR performance vs. direct competitors

	Long-Term Performance Program			Time-Based Stock Options			Restricted Stock			Performance- Based Stock Options
CEO		50	%		25	%		25	%		—
Other NEOs		50	%		15	%		35	%		—
Executive Chairman		—			—			—			100	%1

¹  Vesting requirements are performance-based. See “Executive Chairman—2013 Performance-Based Stock Option Grant” for a detailed description of the performance-based criteria for this 2013 grant.

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Pay Component	Comments on Target Compensation
Executive Chairman Compensation Structure	•     Aon Hewitt studied competitive market data for approximately 175 U.S. companies reporting an Executive Chairman / Chief Executive Officer organizational structure. The median total compensation value for the Executive Chairman was approximately 65% of the value for the Chief Executive Officer. Based on the market data, Mr. Windley’s total compensation opportunity was set at 65% of our Chief Executive Officer, with the following components: •     Base salary: Consistent with our previous Executive Chairman’s base salary •     Target annual bonus: Mr. Windley does not participate in our Executive Officers Bonus Plan •     LTI: Mr. Windley received a grant of 375,000 performance-based stock options representing 75% of his total compensation opportunity, at an exercise price of $10.24. Mr. Windley will not receive the full value of this grant unless our stock price increases 76% from the stock price on the grant date and three years have elapsed since the grant date. See “Executive Chairman—2013 Performance-Based Stock Option Grant” for a detailed description of this 2013 grant
Total Compensation	Targeted total compensation opportunity is the size-adjusted 50th percentile of our compensation peer group.

2013 Key NEO Compensation Decision Highlights—Actual Compensation

Pay Component	Comments on Actual Compensation
Actual Annual Bonus	•     Our NEOs, other than Mr. Causby, did not receive an annual bonus for 2013. •     Mr. Causby received a 2013 annual bonus of $87,000, based on his individual performance goal achievement including 2% year-over-year growth in Home Health episodic revenues.
Long-Term Performance Program	•     Our NEOs did not receive a cash payment for the three-year performance portion of the January 2011 long-term performance program grant because Gentiva did not achieve the threshold EPS requirement.

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Compensation Decision Process

The Committee’s Objectives for NEO Compensation

Our executive compensation program is intended to attract, motivate, and retain executive officers and to align the interests of our executive officers with shareholders’ interests. The Committee’s objectives for our program include, but are not limited to, the following:

• Enhancing shareholder value by focusing management on the metrics that drive shareholder value;

• Targeting total compensation opportunities near the size-adjusted 50th percentile of our compensation peer group;

• Attracting, motivating, and retaining executive talent willing to commit to long-term shareholder value creation;

• Aligning executive decision making with our business strategy; and

• Reflecting industry standards, offering competitive total compensation opportunities, and balancing the need for talent with reasonable compensation expense.

Role of the Compensation Committee

The Committee is responsible to our Board of Directors for oversight of our executive compensation program. The Committee consists of independent directors and is responsible for the review and approval of all aspects of our program. Among its duties, the Committee is responsible for:

• Evaluating the competitiveness of each executive’s total compensation package to ensure Gentiva can attract, motivate, and retain critical management talent;

• Reviewing and assessing competitive market data from its independent compensation consultant;

• Approving any changes to the total compensation program for the NEOs including, but not limited to, base salary, annual bonuses, long-term incentives and benefits; and

• Incorporating meaningful input from Gentiva’s shareholders based on shareholder outreach efforts.

Role of Management

Members of management assist the Committee by providing recommendations that management believes will establish appropriate and market-competitive compensation programs for executives consistent with our overall pay philosophy. The Committee reviews and discusses management’s recommendations, in conjunction with its independent compensation consultant, in making compensation decisions or recommendations to the full Board of Directors. No member of management, including the CEO, has a role in making pay recommendations to the Committee for his or her own position.

Role of the Compensation Consultant

The Committee retains an independent compensation consultant, Aon Hewitt, in accordance with the Committee’s charter. The consultant reports directly to the Committee. The Committee retains sole authority to hire or terminate Aon Hewitt, approve its professional fees, determine the nature and scope of services, and evaluate performance. A representative of Aon Hewitt attends Committee meetings, as requested, and communicates with the Committee chair between meetings. The Committee makes all final decisions.

Aon Hewitt’s specific compensation consultation roles include, but are not limited to, the following:

• Advising the Committee on executive compensation trends and regulatory developments;

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• Providing a total compensation study for executives against peer companies;

• Providing advice to the Committee on governance best practices, as well as any other areas of concern or risk;

• Serving as a resource to the Committee chair for meeting agendas and supporting materials in advance of each meeting;

• Reviewing and commenting on proxy disclosure items, including the CD&A; and

• Advising the Committee on management’s pay recommendations.

In addition to Aon Hewitt’s performance of compensation services for the Committee, in 2013, management retained Aon Hewitt to provide services unrelated to executive compensation, including human resource consulting and brokerage services for employee benefit insurance products, such as group life, home and automobile, and legal services that were offered to employees. Aon Hewitt’s fees for these additional services totaled approximately $1,637,000 in 2013. Their professional fees for executive compensation services were approximately $379,000.

We have separate relationships with each of the service teams providing non-executive and executive compensation services, and relationships with the different service teams are overseen by different management employees. The compensation consultant’s service team that advises the Committee does not receive any compensation based on other work performed by Aon Hewitt, and the compensation service team does not perform any other services on behalf of Gentiva.

Aon Hewitt annually certifies to the Committee the independence of Aon Hewitt’s executive compensation services and their adherence to strict independence policies, practices and procedures. In 2013, the Committee reviewed its relationship with Aon Hewitt and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by Aon Hewitt.

Role of Peer Companies and Competitive Market Data

Annually, the Committee reviews competitive total compensation market data provided by its compensation consultant. To assess competitive pay levels, the Committee reviews and approves our peer group composition. The following peer group criteria are considered:

• Company size (primary financial criteria): Approximately 0.5x to 2x times our annual revenues;

• Market capitalization (secondary financial reference): Approximately 0.2x to 5x our market capitalization;

• GICS Healthcare classification, including a cross section of services, facilities, equipment, and managed care;

• Direct competitors for business and management talent, and companies with similar business models; and

• Companies including Gentiva in their compensation peer group.

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The 2013 peer group eliminated (a) four companies that were too large (revenues beyond the desired range) and (b) two companies that were acquired by others. These companies were replaced with six peer companies meeting the criteria set forth above.

2012 Peer Company	2013 Peer Company
Amedisys, Inc.	Amedisys, Inc.
Brookdale Senior Living Inc.	* AMN Healthcare Services Inc.
Centene Corporation	Brookdale Senior Living Inc.
Chemed Corporation	Chemed Corporation
DaVita Inc.	Emeritus Corporation
Emeritus Corporation	HealthSouth Corporation
Health Management Associates	* Hill-Rom Holdings, Inc.
HealthSouth Corporation	Invacare Corporation
Invacare Corporation	LHC Group, Inc.
Kindred Healthcare, Inc.	Lifepoint Hospitals, Inc.
LHC Group, Inc.	MEDNAX
Lifepoint Hospitals, Inc.	* Providence Service Corp.
Lincare Holdings, Inc.	Resmed, Inc.
MEDNAX	Select Medical Holdings Corp.
Resmed, Inc.	* Skilled Healthcare Group, Inc.
Select Medical Holdings Corp.	* Steris Corp.
Sun Healthcare Group, Inc.	* Teleflex Incorporated
Varian Medical Systems Inc.	Varian Medical Systems Inc.

Average	$	2.8 B	Average	$	1.7 B
Median	$	2.0 B	Median	$	1.5 B
Gentiva	$	1.8 B	Gentiva	$	2.1 B
			Includes Harden acquisition on a pro forma basis
Company removed in 2012 due to acquisition:			Companies removed in 2013 due to large size:
Kinetic Concepts			Centene Corp.
			DaVita Inc.
			Health Management Associates
			Kindred Healthcare, Inc.
			Companies removed in 2013 due to acquisition:
			Lincare Holdings, Inc.
			Sun Healthcare Group, Inc.
			*  Represents new peer company in 2013

The 2012 peer group was used for a total compensation study in October 2012 to make pay decisions at the beginning of 2013.

The 2013 peer group was used for a total compensation study in the fall of 2013 and was the basis for the Committee’s pay decisions in October 2013: (a) to adjust David Causby’s targeted total compensation opportunity to account for his promotion to Executive Vice President and Chief Operating Officer, effective October 28, 2013; and (b) to make no adjustments to the base salary, target annual bonus, or target LTI value opportunities for the other NEOs.

Competitive market values are determined using regression analysis, a statistical technique that, for compensation purposes, is used to develop a “size adjusted” market value for each NEO. This estimated market value is used for comparisons of total compensation opportunity at Gentiva against our compensation peer companies.

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Considerations Regarding 2013 Compensation

Components of 2013 NEO Compensation

The following table outlines the major components of our 2013 executive compensation program for our NEOs:

Pay Component	Purpose	Characteristics	Fixed or Performance	Short- or Long-Term
Base Salary	Helps attract and retain executives through market-based pay	Salaries have not increased since November 2010 (other than Mr. Causby’s promotional increase)	Fixed	Short- Term
Annual Bonus (Executive Officers Bonus Plan)	Encourages achievement of strategic and financial performance metrics that create long-term shareholder value	Based on achievement of predefined corporate performance objectives and an assessment of individual performance	Performance	Short- Term
Long-Term Incentives	Aligns executives’ long-term compensation interests with shareholders’ investment interests; creates a retention incentive through multi-year vesting and performance cycles	Value to the executive is based on long-term stock price performance and financial performance goal achievement	Performance	Long- Term
Long-Term Performance Program	Motivates and rewards performance achievement over a longer period of time (3 years)	EPS performance at the end of 3 years 3-year TSR performance modifier vs. direct competitors
Stock Options	Reinforces appropriate behaviors that may increase stock price	Requires stock price growth above the exercise price
Restricted Stock	Creates a retention incentive	Value to the executive is based on long-term stock price performance
Health/Welfare Plans and Retirement Benefits	Provides competitive benefits that promote employee health and productivity and support financial security	Similar to benefits offered to other employees	Fixed	Long- Term
Perquisites	Provides business-related benefits, where appropriate	Limited to an executive physical and company-paid life insurance	Fixed	Short- Term

Base Salary

Base salaries recognize the skill, competency, experience, and performance an executive brings to the position. Changes in salary will result primarily from competitive market data, individual and company

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performance, internal equity considerations, promotions, and the executive’s specific responsibilities. In both February 2013 and October 2013, the Committee determined that no adjustments would be made to NEO base salaries, other than a promotional adjustment for Mr. Causby.

Name	2011 Base Salary		2012 Base Salary		2013 Base Salary
Tony Strange	$	875,000	$	875,000	$	875,000
Eric R. Slusser	$	475,000	$	475,000	$	475,000
Rodney D. Windley		—		—	$	750,000	(1)
David A. Causby	$	425,000	$	425,000	$	550,000	(2)
Jeff Shaner	$	425,000	$	425,000	$	425,000

(1) Effective February 5, 2013

(2) Effective October 28, 2013

Annual Bonus (Executive Officers Bonus Plan)

Our Executive Officers Bonus Plan is designed to motivate executives to attain superior annual performance in key areas that we believe create long-term value for our shareholders. Potential payouts depend on financial and individual performance against pre-determined objectives approved by the Committee during the first quarter of the fiscal year. By implementing pay methodologies that utilize well-defined performance metrics and measure financial, strategic, and individual performance, the Committee believes it can motivate our NEOs to enhance shareholder value without creating incentives for excessive risk-taking.

Individual target bonus opportunities: Target annual bonus opportunities for Messrs. Strange, Slusser, and Shaner have not changed since November 2010. Mr. Causby’s target annual bonus was increased in October 2013 to recognize his promotion to Executive Vice President and Chief Operating Officer. Mr. Windley does not participate in our Executive Officers Bonus Plan.

NEO	Target Incentive (% of Salary)
Tony Strange		100	%
Eric R. Slusser		75	%
David A. Causby		85	%
Jeff Shaner		75	%

¹  Increased from 75% effective October 28, 2013

Payout opportunity: Threshold performance earns 50% of the target opportunity, target performance earns 100%, and maximum performance earns a payment that is capped at 200% of base salary. No bonus is earned for performance below the threshold.

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Performance metrics (financial): The Committee approved the following financial performance thresholds and targets for 2013. The Committee considered these requirements to be “stretch but reasonable” based on business conditions (including the challenges facing the home health and hospice industries) and our strategic outlook for 2013:

Performance Measure	Organization Level	Threshold1			Target1			Maximum2		Payout Leverage for Performance Above Target
Revenue	Corporate	$	1.684	B	$	1.712	B		—	2.5% for each $1M increase above $1.712B target
	Hospice	$	751	M	$	764	M		—	2.5% for each $450K increase above $764M target
	Home Health	$	933	M	$	948	M		—	2.5% for each $550K increase above $948M target
Operating Profit Margin	Corporate		8.9	%		9.6	%		—	14.3% for each 0.1% increase above 9.6% target
Operating Income	Corporate	$	150	M	$	165	M		—	5.0% for each $750K increase above $165M target
Operating Contribution Margin	Hospice		17.3	%		17.9	%		—	14.3% for each 0.1% increase above 17.9% target
	Home Health		11.7	%		12.3	%		—	14.3% for each 0.1% increase above 12.3% target
Operating Contribution	Hospice	$	130	M	$	137	M		—	5.0% for each $750K increase above $137M target
	Home Health	$	109	M	$	117	M		—	5.0% for each $750K increase above $117M target

¹  Payment opportunities are prorated between threshold and target performance.

²  No maximum performance level is established. Actual bonus payment is capped at the lesser of 200% of base salary or $2.5 million. Payment opportunities for above-target performance vary according to the performance measure and organizational level.

Performance metrics (individual): The Committee approved the following individual performance measures for 2013, which were considered by the Committee to be “stretch but reasonable”:

NEO

Approved Individual Performance Goals

Eric R. Slusser

•     Implement changes to the operating structure to ensure corporate expenses are at or below budget and less than or equal to 5.2% of net revenue •     Maintain DSOs of 52 days or less •     Monitor industry headwinds and company performance for opportunities to improve corporate credit rating and senior debt ratings •     Monitor debt markets for opportunities to de-lever the balance sheet while maintaining compliance with all debt covenants •     Grow through strategic and opportunistic acquisitions, while maintaining compliance with bank covenants •     Execute on IT initiatives as outlined in IT priorities for 2013, including, but not limited to, replacement of LST EMR and implementation of GTA 2.0/3.0

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NEO	Approved Individual Performance Goals
David A. Causby	•     Produce year-over-year organic admission growth and revenues in excess of budgeted levels •     Enhance clinical bridge between Home Health and Hospice to ensure appropriate care transitions •     Execute on IT initiatives as outlined in IT priorities for 2013, including, but not limited to, replacement of LST EMR and implementation of GTA 2.0/3.0 •     Implement the necessary changes to the operating structure to ensure budgeted EBITDA margins, while balancing the impact of changes in turnover
Jeff Shaner	•     Produce year-over-year organic admission growth and revenues in excess of budgeted levels •     Enhance clinical delivery through standardization of policies, procedures and processes, including preparation of ICD-10 •     Re-engineer admission process to support budgeted admission growth •     Standardize best practices within branch operations to improve patient experience, documentation and financial performance •     Comply with Hospice corporate integrity agreement •     Improve clinical documentation to reduce adjustments •     Implement the necessary changes to the operating structure to ensure budgeted EBITDA margins, while balancing the impact of changes in turnover

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Actual 2013 Financial and Individual Performance Results: The Committee approved the following for 2013:

Goals	Weight			Adjusted Target Performance			Adjusted Actual Performance			Incentive Earned (% of Target)
Tony Strange
Net revenues(1)		35	%	$	1,712	M	$	1,634	M		0.0	%
Corporate operating profit margin(2)		20	%		9.6	%		7.7	%		0.0	%
Corporate operating profit(3)		45	%	$	165	M	$	126	M		0.0	%
Total:		100	%								0.0	%
Eric R. Slusser
Net revenues(1)		25	%	$	1,712	M	$	1,634	M		0.0	%
Corporate operating profit margin(2)		15	%		9.6	%		7.7	%		0.0	%
Corporate operating profit(3)		30	%	$	165	M	$	126	M		0.0	%
Individual:		30	%			(4)			(4)		0.0	%
Total:		100	%								0.0	%
David A. Causby
Net revenues(1)		10	%	$	1,712	M	$	1,634	M		0.0	%
Corporate operating profit margin(2)		10	%		9.6	%		7.7	%		0.0	%
Corporate operating profit(3)		20	%	$	165	M	$	126	M		0.0	%
Division revenues(5)		10	%	$	948	M	$	933	M		5.0	%
Division operating contribution margin(6)		10	%		12.3	%		11.7	%		5.0	%
Division operating contribution(7)		20	%	$	117	M	$	110	M		11.0	%
Individual:		20	%			(4)			(4)		4.5	%
Total:		100	%								25.5	%
Jeff Shaner
Net revenues(1)		10	%	$	1,712	M	$	1,634	M		0.0	%
Corporate operating profit margin(2)		10	%		9.6	%		7.7	%		0.0	%
Corporate operating profit(3)		20	%	$	165	M	$	126	M		0.0	%
Division revenues(5)		10	%	$	764	M	$	697	M		0.0	%
Division operating contribution margin(6)		10	%		17.9	%		12.5	%		0.0	%
Division operating contribution(7)		20	%	$	137	M	$	87	M		0.0	%
Individual:		20	%			(4)			(4)		0.0	%
Total:		100	%								0.0	%

(1) Adjusted target net revenues and adjusted actual net revenues are calculated by excluding all extraordinary items, all items related to 2013 acquisitions and dispositions, and all items related to discontinued operations or a change in accounting principle, all as determined in accordance with generally accepted accounting principles.

(2) Corporate operating profit margin: Adjusted target operating profit margin and adjusted actual operating profit margin are defined as EBITDA (earnings before interest, taxes, depreciation and amortization) divided by net revenues for fiscal 2013, as adjusted to exclude the following items occurring during fiscal 2013: (i) all items of gain, loss or expense determined to be extraordinary, unusual, or non-recurring in nature, including asset impairments, or related to the disposal of a business or a segment of a business or related to a change in accounting principle, all as determined in accordance with generally accepted accounting principles; (ii) all items of gain, loss or expense related to restructurings and discontinued operations, as determined in accordance with generally accepted accounting principles; (iii) any profit or loss attributable to the business operations of any entity acquired by Gentiva and the related integration cost; and (iv) any profit or loss attributable to legal settlements.

(3) Corporate operating profit: Adjusted target operating income and adjusted actual operating income are defined as EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted to exclude the following items occurring during fiscal 2013: (i) all items of gain, loss or expense determined to be

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extraordinary, unusual or non-recurring in nature, including asset impairments, or related to the disposal of a business or a segment of a business or related to a change in accounting principle, all as determined in accordance with generally accepted accounting principles; (ii) all items of gain, loss or expense related to restructurings and discontinued operations, as determined in accordance with generally accepted accounting principles; (iii) any profit or loss attributable to the business operations of any entity acquired by Gentiva and the related integration cost; and (iv) any profit or loss attributable to legal settlements.

(4) At its February 2014 meeting, the Committee received feedback from Mr. Strange regarding his evaluation of the other NEOs. Based on a thorough review of Gentiva’s 2013 financial results and each NEO’s individual performance assessment against the goals summarized in the section “Annual Bonus (Executive Officers Bonus Plan)—Performance metrics (individual)”, the Committee approved the individual results set forth in the table above.

(5) Division revenues: Adjusted target division revenues and adjusted actual division revenues are calculated for each of our Home Health and Hospice segments by excluding all extraordinary items, all items related to 2013 acquisitions and dispositions, and all items related to discontinued operations or a change in accounting principle, all as determined in accordance with generally accepted accounting principles.

(6) Division operating contribution margin: Adjusted target division operating contribution margin and adjusted actual division operating contribution margin are defined for each of our Home Health and Hospice segments as earnings before interest, taxes, depreciation, amortization and corporate administrative expenses divided by net revenues of the Division for fiscal 2013, as adjusted to exclude the following items occurring during fiscal 2013: (i) all items of gain, loss or expense determined to be extraordinary or non-recurring in nature, including asset impairments, or related to the disposal of a business or a segment of a business or related to a change in accounting principle, all as determined in accordance with generally accepted accounting principles; (ii) all items of gain, loss or expense related to restructurings and discontinued operations, as determined in accordance with generally accepted accounting principles; (iii) any profit or loss attributable to the business operations of any entity acquired by Gentiva and the related integration cost; and (iv) any profit or loss attributable to legal settlements.

(7) Division operating contribution: Adjusted target division operating contribution and adjusted actual division operating contribution are defined for each of our Home Health and Hospice segments as earnings before interest, taxes, depreciation, amortization and corporate administrative expenses, all as determined in accordance with generally accepted accounting principles, adjusted to exclude the following items during fiscal 2013: (i) all items of gain, loss or expense determined to be extraordinary, unusual or non-recurring in nature, including asset impairments, or related to the disposal of a business or segment of a business or related to a change in accounting principle, all as determined in accordance with generally accepted accounting principles; (ii) all items of gain, loss or expense related to restructurings and discontinued operations, as determined in accordance with generally accepted accounting principles; (iii) any profit or loss attributable to the business operations of any entity acquired by Gentiva and the related integration cost; and (iv) any profit or loss attributable to legal settlements.

Final earned amounts: The following table summarizes the calculation of our NEOs actual bonuses earned for 2013 corporate, division, and individual performance.

NEO	Target Annual Bonus		Actual Annual Bonus
Tony Strange	$	875,000	$	0
Eric R. Slusser	$	356,250	$	0
David A. Causby	$	335,399	$	87,000
Jeff Shaner	$	318,750	$	0

Long-Term Incentives (“LTI”)

The Committee believes in a balanced approach to LTI compensation, with an emphasis on performance-based compensation. Our LTI mix is more heavily weighted on performance-based opportunities than our compensation peer group.

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(1) Performance-based: Represents programs similar to our long-term performance program (Mr. Strange, Mr. Slusser, Mr. Causby, and Mr. Shaner) and our performance-based stock option grant to Mr. Windley (See “Executive Chairman—2013 Performance-Based Stock Option Grant”).

(2) Time-based: Represents programs similar to our stock option and restricted stock programs with time-based vesting. Although we believe that stock options are performance-based compensation contingent on stock price performance, these charts are intended to reflect vesting provisions.

The Committee strikes a balance of grants that are based solely on:

• Financial metrics that drive our stock price and enhance shareholder value (annual bonus and long-term performance program);

• Stock appreciation following grant date to focus our executives on stock price performance (stock options); and

• The full value of our stock price to enhance retention of key executives (restricted stock).

In order to determine annual award sizes of each type of LTI vehicle, the Committee considers individual performance, potential future contributions to our business, internal equity, and competitive market values, in addition to management’s recommendations.

Long-term performance program: Long-term performance program grants may be denominated in stock or cash. The 2013 grants are denominated in cash and are based on EPS performance. For the original 2013 grants, 50% was subject to fiscal year 2013 performance and 50% was subject to performance at the end of the three-year measurement period (fiscal year 2015 performance). However, as noted earlier, in response to our Say-on-Pay vote, we amended the original 2013 grants of our NEOs (with each NEO’s consent) to focus solely on performance for fiscal year 2015. With the TSR modifier discussed below, participants may earn from 0% to 240% of target, subject to a $3 million cap.

We also added a TSR modifier such that EPS earned amounts are modified by (a) +20% if we achieve positive three-year TSR and rank first (or tied for first) vs. our competitor set for the 2013 to 2015 measurement period, or (b) -20% if we rank last (or tied for last) for the 2013 to 2015 measurement period. If our actual three-year TSR is zero or negative, no increase will be made for TSR performance, regardless of rank. Our competitor set consists of Almost Family, Inc., Amedisys, Inc., Chemed Corporation, and LHC Group, Inc. We use these four direct competitors for our TSR modifier because their business and their shareholder returns, like Gentiva’s, are directly impacted by Medicare and Medicaid revenue reimbursement rates. We also utilize these four direct competitors as our peer group in our Shareholder Return Performance Graph presented in our Annual Report on Form 10-K.

Stock options: The value of stock options is based solely on stock price appreciation after the grant date. Stock option grants have a seven-year term and one-third of the grant vests on the first, second, and third anniversaries of the grant date. The exercise price is determined based on the volume weighted average price of a share of our common stock on NASDAQ on the grant date. The volume weighted average price is calculated by taking the weighted average of the prices of each trade of our common stock on NASDAQ on the grant date.

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Restricted stock: Restricted stock provides a base level of retention value and incentive for increasing shareholder value. Restricted shares vest no earlier than the end of three years following the grant date.

We amended all of the long-term incentive grants to NEOs in 2013 (with each NEO’s consent) to be subject to our new Recoupment (“Clawback”) Policy and, upon a change in control, the incentives will only automatically vest upon a double trigger (i.e., change in control and termination of service without cause or for good reason within two years following the change in control).

Target Long-Term Incentive Value

The Committee reviews compensation peer group market data annually as provided by its compensation consultant, and the recommendations of our Chief Executive Officer and President, when determining annual LTI targets. The Committee established the target LTI values for our NEOs in November 2010 following our acquisition of Odyssey HealthCare Inc. In October 2012, the Committee reviewed competitive market data and determined that the LTI target structure was competitive and did not need an adjustment. In October 2013, the Committee reviewed competitive market data in light of the Harden acquisition and again determined that 2013 and 2014 targeted LTI values did not need an adjustment (other than Mr. Causby’s promotional increase).

2013 Long-Term Incentive Grants

The Committee performed a comprehensive review of market data, individual and corporate performance criteria, and management recommendations. Based on that review, the Committee approved the following LTI grants in 2013:

	Target Structure					Target Value						2013 Grants
NEO	Salary %			Value		Long-Term Performance Program		Stock Options		Restricted Stock		Long-Term Performance Program		Stock Options		Restricted Stock
Tony Strange		300	%	$	2,625,000	$	1,312,500	$	656,250	$	656,250	$	1,312,500	$	118,900	$	60,300
Eric Slusser		200	%	$	950,000	$	475,000	$	142,500	$	332,500	$	475,000	$	25,800	$	30,500
David Causby		200	%1	$	850,000	$	425,000	$	127,500	$	297,500	$	425,000	$	23,100	$	27,300
Jeff Shaner		200	%	$	850,000	$	425,000	$	127,500	$	297,500	$	425,000	$	23,100	$	27,300

¹  The Committee approved an increase to 250% following a promotion effective October 28, 2013.

Executive Chairman—2013 Performance-Based Stock Option Grant

The economic value of Mr. Windley’s performance-based stock option grant was established so that when added to base salary his total compensation opportunity is 65% of our CEO’s total compensation opportunity. The Committee reviewed competitive market data for other Executive Chairman / Chief Executive Officer management structures, as provided by Aon Hewitt, to arrive at this total compensation level. The Committee believes that Mr. Windley’s primary compensation opportunity should be tied to increases in shareholder value and the results of his strategic vision/accomplishments for Gentiva.

On April 4, 2013, Mr. Windley was granted 375,000 stock options with an exercise price of $10.24. The 2013 grant has a seven-year exercise term, and vests according to both time and stock price performance requirements. The time-based vesting requirement is 1/3 per year on the anniversary dates following the grant date. The performance-based vesting requirement (after the amendment noted below) is:

• 1/3 when the 30-day average closing price equals or exceeds $14.00 per share (represents an increase of approximately 37% over grant date);

• 1/3 when the 30-day average closing price equals or exceeds $16.00 per share (represents an increase of approximately 56% over grant date); and

• 1/3 when the 30-day average closing price equals or exceeds $18.00 per share (represents an increase of approximately 76% over grant date).

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Mr. Windley will not vest in the full value of this grant unless our stock price increases approximately 76% above the stock price on the grant date and three years have elapsed since the grant date.

We subsequently amended the performance-based stock option grant (with Mr. Windley’s consent):

• To be subject to the new Recoupment (“Clawback”) Policy;

• In the event of a change in control, the stock options vest only upon his termination of service without cause or for good reason within two years following the change in control, or upon a change in control if the Committee determines that such termination of service within one year before any change in control was in connection with, or anticipation of, the change in control; and

• To change from a 20-day average closing price to a 30-day average closing price.

Actual CEO Long-Term Incentive Value—2011 through 2013 Grants

In November 2011, since most of the stock options and restricted stock held by senior management had been issued at much higher prices than the then-current price, our Board of Directors and the Committee became concerned about the potential loss of key members of senior management. See “2013 Business and Performance Highlights—Shareholder Value and Financial Highlights—Three-Year TSR and CEO Compensation—2011 through 2013” above. In order to encourage those key executives to stay with Gentiva, the Committee decided to accelerate the normal 2012 stock option grant to 2011. The Committee did not grant any stock options in 2012.

As a result, the 2011 actual LTI grant value was higher than target and the 2012 actual LTI grant value was lower than target. Specifically, the Committee adjusted each NEO’s total compensation downward in 2012 to account for the accelerated stock option grants in 2011, which included premium stock price vesting requirements.

The 2013 actual LTI grant value has returned to our normal intended targeted value. The increase from 2012 to 2013 is simply the result of a timing difference due to the accelerated stock option grant in 2011 and corresponding decision to not make a stock option grant in 2012.

To illustrate this fact, the following table summarizes actual vs. target LTI values for our CEO for the years 2011, 2012, and 2013.

CEO Example

2011						2012								2013
Target (Salary %)	Target ($ Value)		Actual Grants ($ Value)			Target (Salary %)			Target ($ Value)		Actual Grants ($ Value)			Target (Salary %)			Target ($ Value)		Actual Grants ($ Value)
300%	$	2,625,000	$	3,581,288			300	%	$	2,625,000	$	1,312,500			300	%	$	2,625,000	$	2,625,000
Actual vs. Target				136	%							50	%							100	%
			$	956,288							-$	1,312,500							$	0

If the value of the accelerated stock option grant was excluded from the 2011 actual value and added to the 2012 actual value, the actual value for 2011 and 2012 would be $2.657 million (+1% vs. target) and $2.237 million (-15% vs. target), respectively.

2011 Long-Term Performance Program—Earned Awards

In January 2011, the Committee approved performance plan awards denominated in cash. The performance criterion was EPS performance for fiscal year 2013. Our adjusted 2013 EPS did not meet the threshold performance requirement; therefore, no awards were earned.

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The following table summarizes the original 2011 target grants and the amounts earned based on 2013 EPS achievement. The Committee considered the EPS targets to be “stretch but reasonable” based on business conditions, including the challenges facing the home health and hospice industries, and our publicly announced strategic outlook for 2013.

	2011 Grant Values						2013 EPS Goals						2013 EPS Achievement
NEO	Threshold 50%		Target 100%		Maximum 200%		Threshold 90%		Target 100%		Maximum 120%		Actual EPS		Payout % of Target			Payout Value
Tony Strange	$	328,125	$	656,250	$	1,312,500	$	3.26	$	3.62	$	4.34	$	2.32		0	%	$	0
Eric Slusser	$	118,750	$	237,500	$	475,000	$	3.26	$	3.62	$	4.34	$	2.32		0	%	$	0
David Causby	$	106,250	$	212,500	$	425,000	$	3.26	$	3.62	$	4.34	$	2.32		0	%	$	0
Jeff Shaner	$	106,250	$	212,500	$	425,000	$	3.26	$	3.62	$	4.34	$	2.32		0	%	$	0

Benefits and Perquisites

We provide our executive officers with benefits, such as executive physical and company-paid life insurance, which are described in the footnotes to the Summary Compensation Table and the narrative accompanying the table. We do not provide any additional perquisites.

In 2013, we also maintained the Gentiva Health Services, Inc. Nonqualified Deferred Compensation Plan, which provides benefits to our highly-compensated employees as described in the narrative following the Nonqualified Deferred Compensation table below. The plan permits both matching contributions and separate discretionary contributions, which are determined by the Committee. In 2013, the matching contributions for participating executives and employees were 50% of a participant’s contributions that do not exceed 5% of the participant’s compensation, which is the same rate as we provide under our 401(k) plan for all eligible employees. Our matching contributions for our NEOs are reflected in the “All Other Compensation” column of the Summary Compensation Table below. Our NEOs are not eligible to participate in Gentiva’s 401(k) plan.

The Committee also made a separate determination to make discretionary contributions under the Nonqualified Deferred Compensation Plan. Discretionary contributions for our NEOs are reflected in the “All Other Compensation” column of the Summary Compensation Table below. The Committee took into account that this program is our primary retirement program for our executives. We believe that our deferred compensation benefits aid in retention because participants generally are required to remain with us for at least five years to be entitled to full payment.

We offer employee health and welfare benefits to our employees, including our NEOs. These benefits include health, dental, and vision coverage, life insurance, and disability insurance. We and our employee participants share the program cost.

Stock Ownership Guidelines

Pursuant to our stock ownership guidelines, the guideline is four times base salary for our Chief Executive Officer and President, three times base salary for our Executive Chairman, and two times base salary for other executive officers.

For purposes of the guidelines, ownership is defined as directly holding shares of our common stock, deferred compensation plan shares, restricted stock shares (post-tax), and earned performance share units (post-tax). The officer is not credited with ownership of unearned performance share units or stock options (whether vested or unvested). Each officer subject to the guidelines will have five years to achieve the ownership goal. To promote this achievement, fifty percent of the net shares received from any equity-based awards, after deductions for taxes and exercise costs, will be held until the ownership guidelines are met.

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Recoupment (“Clawback”) Policy

In 2013, we adopted a policy to recoup incentive compensation for a material restatement of our financial statements or an award of incentive compensation based on inaccurate financial statements or inaccurate performance measurements/calculations. The new recoupment policy applies to any current or former (a) executive officer of Gentiva and its affiliates who receive incentive compensation, or (b) employee of Gentiva and its affiliates who receives incentive compensation and who is designated by the Committee to be subject to the policy. Incentive compensation includes any cash bonus or incentive award, stock options, restricted stock, long-term, and other non-cash compensation paid or awarded pursuant to any incentive plan. Our 2004 Equity Incentive Plan and our Executive Officers Bonus Plan were both amended to incorporate the new recoupment policy. We also amended the existing 2013 award agreements with our NEOs to be subject to the new policy.

Limitations on Deductibility of Compensation

Section 162(m) of the Internal Revenue Code limits the deductibility of executive compensation paid by publicly-held corporations to $1 million per certain executive officers, excluding the CFO. The $1 million limitation does not apply to compensation that qualifies as performance-based. We consider the tax and accounting impact of all compensation. The Committee intends to maximize the use of performance-based compensation to mitigate the deduction limits. In some situations, however, in order to attract, retain and reward critical executive talent to maximize shareholder value, the loss of a tax deduction may be necessary and appropriate.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

COMPENSATION COMMITTEE

Victor F. Ganzi, Chairman

Stuart Olsten

Raymond S. Troubh

The foregoing report is not deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to the Securities and Exchange Commission’s proxy rules or the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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SUMMARY COMPENSATION TABLE

The following table sets forth the compensation earned by our Chief Executive Officer, our Chief Financial Officer and our other three most highly compensated executive officers, or NEOs, for the services rendered to us in all capacities during the 2013 fiscal year. The following table also sets forth the compensation earned by Messrs. Strange, Slusser, Causby and Shaner in fiscal years 2012 and 2011.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(5)		Option Awards ($)(5)		Non-Equity Incentive Plan Compensation ($)(6)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Tony Strange		2013	$	875,000		—	$	699,480	$	796,641	$	0		—	$	163,220	(7)	$	2,534,341
Chief Executive Officer and President		2012	$	875,000		—		—		—	$	1,232,813		—	$	163,213		$	2,271,026
		2011	$	875,000		—	$	1,421,508	$	1,503,529	$	0		—	$	212,945		$	4,012,982
Eric R. Slusser		2013	$	475,000		—	$	353,800	$	172,863	$	0		—	$	78,494	(8)	$	1,080,157
Executive Vice President, Chief Financial Officer and Treasurer		2012	$	475,000		—		—		—	$	476,875		—	$	75,913		$	1,027,788
		2011	$	475,000		—	$	513,766	$	542,646	$	0		—	$	95,365		$	1,626,777
David A. Causby		2013	$	447,199		—	$	316,680	$	154,772	$	87,000		—	$	65,775	(9)	$	1,071,427
Executive Vice President and Chief Operating Officer(2)		2012	$	425,000		—		—		—	$	545,625		—	$	49,243		$	1,019,868
		2011	$	425,000		—	$	460,526	$	490,846	$	0		—	$	60,045		$	1,436,417
Jeff Shaner		2013	$	425,000		—	$	316,680	$	154,772	$	0		—	$	53,249	(10)	$	949,701
Senior Vice President and President(3)		2012	$	425,000		—		—		—	$	340,625		—	$	49,243		$	814,868
		2011	$	425,000		—	$	460,526	$	490,846	$	0		—	$	60,045		$	1,436,417
Rodney Windley		2013	$	678,279		—		—	$	2,080,000		—		—	$	121,988	(11)	$	2,880,267
Executive Chairman(4)

(1) Mr. Strange also served as Chairman until February 5, 2013.

(2) Mr. Causby was promoted from Senior Vice President and President, Home Health Division, on October 28, 2013.

(3) Mr. Shaner served as Senior Vice President and President, Hospice Division, through October 28, 2013.

(4) Mr. Windley was elected as Executive Chairman on February 5, 2013.

(5) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, except that, as required by the Securities and Exchange Commission regulations, the amounts in this column do not reflect any assumed forfeitures.

(6) The amounts in this column reflect (a) annual incentive compensation earned during the respective year pursuant to the Executive Officers Bonus Plan and (b) the long-term performance cash award payouts earned during the respective year in the three-year performance period pursuant to the 2004 Equity Incentive Plan. Annual cash incentive compensation and performance cash award payouts earned by our NEOs (before taking into account any elective deferrals of such compensation) were as follows:

Name	Year		Annual Incentive Compensation ($)		Long-Term Incentives Performance Cash Awards ($)		Total Non-Equity Incentive Plan Compensation ($)
Tony Strange		2013	$	0	$	0	$	0
		2012	$	675,000	$	557,813	$	1,232,813
		2011	$	0		—	$	0
Eric R. Slusser		2013	$	0	$	0	$	0
		2012	$	476,875	$	201,875	$	678,750
		2011	$	0		—	$	0
David A. Causby		2013	$	87,000	$	0	$	87,000
		2012	$	365,000	$	180,625	$	545,625
		2011	$	0		—	$	0
Jeff Shaner		2013	$	0	$	0	$	0
		2012	$	160,000	$	180,625	$	340,625
		2011	$	0		—	$	0
Rodney Windley		2013		n/a		n/a		n/a

(7) This amount for Mr. Strange in 2013 includes company-paid life insurance premiums; and $21,882 in matching contributions and $140,800 in discretionary contributions under our Nonqualified Deferred Compensation Plan.

(8) This amount for Mr. Slusser in 2013 includes company-paid life insurance premiums; and $18,756 in matching contributions and $59,200 in discretionary contributions under our Nonqualified Deferred Compensation Plan.

(9) This amount for Mr. Causby in 2013 includes company-paid life insurance premiums; and $20,177 in matching contributions and $45,060 in discretionary contributions under our Nonqualified Deferred Compensation Plan.

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(10) This amount for Mr. Shaner in 2013 includes company-paid life insurance premiums; and $14,631 in matching contributions and $38,080 in discretionary contributions under our Nonqualified Deferred Compensation Plan.

(11) This amount for Mr. Windley in 2013 includes his director meeting fee as a Director prior to his becoming Executive Chairman on February 5, 2013; and $120,700 in discretionary contributions under our Nonqualified Deferred Compensation Plan.

GRANTS OF PLAN-BASED AWARDS DURING FISCAL YEAR 2013

				Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Awards: Number of Shares or Stock Units (#)(4)		All Other Option Awards: Number of Securities Underlying Options (#)(5)		Exercise or Base Price of Option Awards ($/Sh)(6)		Grant Date Closing Price ($/Sh)		Grand date fair value of stock and option awards ($)(7)
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)(3)		Maximum (#)
Tony Strange			(1)	$	437,500	$	875,000	$	1,750,000
			(2)	$	525,000	$	1,312,500	$	3,000,000
		2/19/13													60,3000							$	699,480
		2/19/13															118,900	$	11.46	$	11.60	$	796,641
Eric R. Slusser			(1)	$	178,125	$	356,250	$	712,500
			(2)	$	190,000	$	475,000	$	1,140,000
		2/19/13													30,500							$	353,800
		2/19/13															25,800	$	11.46	$	11.60	$	172,863
David A. Causby			(1)	$	172,584	$	345,167	$	690,335
			(2)	$	170,000	$	425,000	$	1,020,000
		2/19/13													27,300							$	316,680
		2/19/13															23,100	$	11.46	$	11.60	$	154,772
Jeff Shaner			(1)	$	159,375	$	318,750	$	637,500
			(2)	$	170,000	$	425,000	$	1,020,000
		2/19/13													27,300							$	316,680
		2/19/13															23,100	$	11.46	$	11.60	$	154,772
Rodney Windley		4/4/13										375,000						$	10.24	$	10.35	$	2,080,000

(1) The amounts to the right represent annual incentive award opportunities under the Executive Officers Bonus Plan.

(2) The amounts to the right represent the potential value of the performance cash opportunity awarded under the 2004 Equity Incentive Plan which may be earned by meeting certain performance measures for the fiscal year ended December 31, 2015. Under this award, a recipient may earn 50% of the target award if the threshold performance level is met and 200% of the target award if the maximum performance level is met. In addition, the awards earned may be subsequently increased 20% or decreased 20% based on the Company’s total shareholder return for the three year period ending 12/31/2015. For additional details, see the section entitled “Compensation Discussion and Analysis—Considerations Regarding 2013 Compensation—Long-Term Incentives (“LTI”)” on page 31 of this proxy statement.

(3) The options vest in three equal installments as follows: (1) 1/3 of the options vests if Mr. Windley has not terminated employment before the first anniversary of the grant date and at any time after the grant date the 30-day average closing price of our common stock equals or exceeds $14.00 per share; (2) 1/3 of the options vests if Mr. Windley has not terminated employment before the second anniversary of the grant date and at any time after the grant date the 30-day average closing price of our common stock equals or exceeds $16.00 per share; and (3) 1/3 of the options vests if Mr. Windley has not terminated employment before the third anniversary of the grant date and at any time after the grant date the 30-day average closing price of our common stock equals or exceeds $18.00 per share. See page 33 of this proxy statement for additional information regarding a 2014 amendment to this award under which the 20-day average under the original award was changed to a 30-day average.

(4) The amounts in this column reflect restricted stock granted during 2013.

(5) The amounts in this column reflect stock options granted during 2013.

(6) The exercise price was determined by calculating the volume weighted average price of a share of our common stock on NASDAQ on the date of grant.

(7) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, except that, as required by the Securities and Exchange Commission regulations, the amounts in this column do not reflect any assumed forfeitures.

Letter Agreement with Tony Strange

Effective February 28, 2008, we entered into a letter agreement with Tony Strange, replacing a prior letter agreement we had entered into with him in February 2006 in connection with the Healthfield acquisition, which set out the terms and conditions of his employment with us, including his title, salary, bonus opportunity, equity compensation, severance benefits and health and welfare benefits. In connection with the promotion of Mr. Strange to Chief Executive Officer, effective January 1, 2009, we amended the letter agreement to increase Mr. Strange’s annual base salary to $625,000 (which was subsequently increased to $875,000) and his target annual bonus to 100% of base salary.

2004 Equity Incentive Plan

We maintain the Gentiva Health Services, Inc. 2004 Equity Incentive Plan (as amended and restated as of March 16, 2011), as amended by Amendments No. 1 and 2 thereto, which is administered by the Compensation Committee of our

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Board of Directors. Based in part on the recommendations of our Chief Executive Officer and, for certain matters, the advice of the Committee’s compensation consultant, the Committee designates participants to receive awards, determines the types of awards to be granted, sets the terms and conditions of the awards, and makes all other determinations necessary under the 2004 Equity Incentive Plan. The 2004 Equity Incentive Plan authorizes the issuance of up to 7,800,000 shares of common stock and the maximum number of shares for which awards may be granted to any individual participant in any calendar year is 500,000 shares.

The 2004 Equity Incentive Plan permits the Committee to grant stock options, stock appreciation rights, restricted stock, stock units and cash awards. Any award made to an employee may be structured to qualify as a performance based award, so that it is exempt from the one million dollar compensation limit under Section 162(m) of the Internal Revenue Code. The stock options we granted in 2013 have a seven year term and become exercisable ratably on each of the first, second and third anniversaries of the grant date. The stock option grant to Mr. Windley on April 4, 2013 also has a performance-based vesting requirement. See “Executive Chairman—2013 Performance-Based Stock Option Grant” above.

Stock options generally have a one-year minimum vesting requirement but, if granted prior to September 12, 2013, may become fully exercisable upon a change in control, as described below under the heading “Potential Payments Upon Termination or Change in Control.” Options granted on or after September 12, 2013 or granted to NEOs in 2013, however, may become fully exercisable upon a change in control only upon a termination of an optionee’s service by Gentiva other than for cause or by the optionee for “good reason” that occurs on or within two years after a change in control. The exercise price of each option equals or exceeds the fair market value of a share of our common stock on the date of grant. Fair market value is determined by the Committee and, for the 2013 awards, was again determined to be equal to the volume weighted average price of a share of our common stock on NASDAQ on the grant date of the awards. The volume weighted average price is calculated by taking the weighted average of the prices of each trade of our common stock on NASDAQ on the grant date.

The shares of restricted stock we granted in 2013 have a three-year vesting period. In 2013, we also granted performance cash awards, which are earned by meeting certain performance measures based on fully-diluted earnings per share. For the original 2013 grants, 50% was subject to fiscal year 2013 performance and 50% was subject to performance for fiscal year 2015. However, as noted earlier, we amended the original 2013 grants of our NEOs to focus solely on performance for fiscal year 2015. We also implemented a TSR modifier, measuring performance against our four primary competitors. See the section entitled “Compensation Discussion and Analysis—Long-Term Incentives” above for additional information.

Executive Officers Bonus Plan

We provide our executive officers, other than Mr. Windley, with annual bonuses under our Executive Officers Bonus Plan. The Executive Officers Bonus Plan is administered by the Committee, which has the authority to establish performance goals and formulas for determining awards under the plan each fiscal year, select the executives who are included within the Executive Officers Bonus Plan definition of eligible participants, and determine whether the performance goals for any fiscal year have been achieved. Under the Executive Officers Bonus Plan, the amount of any executive’s annual bonus may not be greater than the lesser of 200% of the executive’s annual base salary or $2.5 million. Annual bonuses are paid in a single lump sum in cash after the end of the fiscal year. Generally, an executive must remain employed through the end of the year to receive an annual bonus, except in certain circumstances as described below under the heading “Potential Payments Upon Termination or Change in Control.” See the section entitled “Compensation Discussion and Analysis—Annual Bonus (Executive Officers Bonus Plan)” for additional information.

Other Benefits and Perquisites

Our executive officers are entitled to an annual executive physical. We pay the full cost of the physical, which is based on contractual rates we negotiated with the provider of the physicals. We also provide our executive officers with life insurance benefits, as described below under the heading “Potential Payments Upon Termination or Change in Control.” We do not provide our executive officers with any other perquisites.

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OUTSTANDING EQUITY AWARDS AT 2013 FISCAL YEAR-END

	Option Awards												Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of     Stock That     Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Tony Strange		65,000			—			—	$	18.22		3/31/2016		—			—		—		—
		70,000			—			—	$	19.52		1/5/2017		—			—		—		—
		41,250			13,750	(1)		—	$	25.61		1/6/2017		—			—		—		—
		—			17,067	(2)		—	$	26.58		1/5/2018		—			—		—		—
		70,000			—			—	$	18.54		1/15/2018		—			—		—		—
		203,333			101,667	(3)		—	$	5.16		11/9/2018		—			—		—		—
		25,417			12,708	(4)		—	$	10.32		11/9/2018		—			—		—		—
		25,417			12,708	(5)		—	$	7.74		11/9/2018		—			—		—		—
		62,500			—			—	$	28.17		1/5/2019		—			—		—		—
		31,250			—			—	$	28.17		1/5/2019		—			—		—		—
		100,000			—			—	$	26.43		2/3/2019		—			—		—		—
		—			118,900	(6)		—	$	11.46		2/19/2020		—			—		—		—
		—			—			—		—		—		70,900	(7)	$	879.869		—		—
		—			—			—		—		—		26,000	(8)	$	322,660		—		—
		—			—			—		—		—		60,300	(9)	$	748,323		—		—
Eric R. Slusser		50,000			—			—	$	24.28		11/5/2016		—			—		—		—
		18,750			6,250	(1)		—	$	25.61		1/6/2017		—			—		—		—
		12,333			6,167	(2)		—	$	26.58		1/5/2018		—			—		—		—
		73,333			36,667	(3)		—	$	5.16		11/9/2018		—			—		—		—
		9,167			4,583	(4)		—	$	10.32		11/9/2018		—			—		—		—
		9,167	(6)		4,583	(5)		—	$	7.74		11/9/2018		—			—		—		—
		—			25,800	(6)		—	$	11.46		2/19/2020		—			—		—		—
		—			—			—		—		—		38,500	(7)	$	477,785		—		—
		—			—			—		—		—		9,400	(8)	$	116,654		—		—
		—			—			—		—		—		30,500	(9)	$	378,505		—		—
David A. Causby		3,200			—			—	$	18.22		3/31/2016		—			—		—		—
		6,500			—			—	$	16.62		12/7/2016		—			—		—		—
		—			—			—	$	16.62		12/7/2016		—			—		—		—
		8,000			—			—	$	19.52		1/5/2017		—			—		—		—
		20,000			—			—	$	18.54		1/15/2018		—			—		—		—
		25,000			—			—	$	26.43		2/3/2019		—			—		—		—
		7,275			2,425	(1)		—	$	25.61		1/6/2017		—			—		—		—
		11,067			5,533	(2)		—	$	26.58		1/5/2018		—			—		—		—
		28,333			33,333	(3)		—	$	5.16		11/9/2018		—			—		—		—
		8,333			4,167	(4)		—	$	10.32		11/9/2018		—			—		—		—
		8,333			4,167	(5)		—	$	7.74		11/9/2018		—			—		—		—
		—			23,100	(6)		—	$	11.46		2/16/2020		—			—		—		—
		—			—			—		—		—		34,400	(7)	$	426,904		—		—
		—			—			—		—		—		8,400	(8)	$	104,244		—		—
		—			—			—		—		—		27,300	(9)	$	338,793		—		—
Jeff Shaner		5,000			—			—	$	18.22		3/31/2016		—			—		—		—
		10,000			—			—	$	19.52		1/5/2017		—			—		—		—
		5,000			—			—	$	18.54		1/15/2018		—			—		—		—
		25,000			—			—	$	26.43		2/3/2019		—			—		—		—
		7,275			2,425	(1)		—	$	25.61		1/6/2017		—			—		—		—
		11,067			5,533	(2)		—	$	26.58		1/5/2018		—			—		—		—
		38,467			33,333	(3)		—	$	5.16		11/9/2018		—			—		—		—
		8,333			4,167	(4)		—	$	10.32		11/9/2018		—			—		—		—
		8,333			4,167	(5)		—	$	7.74		11/9/2018		—			—		—		—
		—			23,100	(6)		—	$	11.46		2/19/2020		—			—		—		—
		—						—		—		—		34,400	(7)	$	426,904		—		—
		—						—		—		—		8,400	(8)	$	104,244		—		—
		—						—		—		—		27,300	(9)	$	338,793		—		—
Rodney Windley		—			375,000	(10)		—	$	10.24		4/4/2020		—			—		—		—

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(1) These options were granted on January 6, 2010 and vest 50% two years from the grant date, 75% three years from the grant date and 100% four years from the grant date.

(2) These options were granted on January 5, 2011 and vest over three years, with 33.33% vesting on each of the first, second and third anniversaries of the date of grant.

(3) These options were granted on November 9, 2011 and vest over three years, with 33.33% vesting on each of the first, second and third anniversaries of the date of grant.

(4) These options were granted on November 9, 2011 and vest over three years, with 33.33% vesting on each of the first, second and third anniversaries of the date of grant.

(5) These options were granted on November 9, 2011 and vest over three years, with 33.33% vesting on each of the first, second and third anniversaries of the date of grant.

(6) These options were granted on February 19, 2013 and vest over three years, with 33.33% vesting on each of the first, second and third anniversaries of the date of grant.

(7) These shares of restricted stock were granted on November 15, 2010 and vest 100% five years from the grant date.

(8) These shares of restricted stock were granted on January 5, 2011 and vest 100% three years from the grant date.

(9) These shares of restricted stock were granted on February 19, 2013 and vest 100% three years from the grant date.

(10) The options vest in three equal installments as follows: (1) 1/3 of the options vests if Mr. Windley has not terminated employment before the first anniversary of the grant date and at any time after the grant date the 30-day average closing price of our common stock equals or exceeds $14.00 per share; (2) 1/3 of the options vests if Mr. Windley has not terminated employment before the second anniversary of the grant date and at any time after the grant date the 30-day average closing price of our common stock equals or exceeds $16.00 per share; and (3) 1/3 of the options vests if Mr. Windley has not terminated employment before the third anniversary of the grant date and at any time after the grant date the 30-day average closing price of our common stock equals or exceeds $18.00 per share. See page 33 of this proxy statement for additional information regarding a 2014 amendment to this award under which the 20-day average under the original award was changed to a 30-day average.

OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2013

The following table sets forth information regarding exercises of stock options by our NEOs and their stock that vested during the 2013 fiscal year:

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Tony Strange		—		—		74,800	$	912,068
Eric R. Slusser		—		—		28,000	$	337,271
David A. Causby		5,000	$	35,450		21,000	$	256,626
Jeff Shaner		28,200	$	165,749		21,000	$	256,626
Rodney Windley		—		—		—		—

NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2013

The following table sets forth information regarding deferred compensation arrangements that are not tax qualified for our NEOs:

Name	Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(2)		Aggregate Earnings in Last FY ($)(3)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last FYE ($)(4)
Tony Strange
Nonqualified Deferred Compensation Plan	$	52,516	$	162,682	$	355,759		—	$	1,991,791
Eric R. Slusser
Nonqualified Deferred Compensation Plan	$	45,016	$	77,956	$	89,452		—	$	555,356
David A Causby
Nonqualified Deferred Compensation Plan	$	64,567	$	65,237	$	175,090		—	$	824,220
Jeff Shaner
Nonqualified Deferred Compensation Plan	$	58,021	$	52,711	$	90,370		—	$	514,667
Rodney Windley
Nonqualified Deferred Compensation Plan		—	$	120,700		—		—	$	120,700
Director Deferred Stock Unit Awards		—		—	$	83,579			$	439,500

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(1) The “Executive Contributions in Last FY” reflect executive deferrals of salary and/or incentives and were included in the amounts reported in the Summary Compensation Table.

(2) The “Registrant Contributions in Last FY” column were reported under “All Other Compensation” in the Summary Compensation Table and include our matching contributions from 2013 and discretionary retirement contributions that were actually made during 2014 with respect to the 2013 plan year,

(3) Amounts reflect earnings on deferred amounts. Under Securities and Exchange Commission rules, none of the amounts represent above market earnings, and were thus not reported in the Summary Compensation Table.

(4) The amounts in this column include the following amounts that have been reported in the Summary Compensation Table since the 2006 reporting period.

Name	Amount		Summary Compensation Table Reporting Years
Tony Strange	$	1,429,939	Reported in Summary Compensation Table since 2006
Eric R. Slusser	$	438,592	Reported in Summary Compensation Table since 2010
David A. Causby	$	333,739	Reported in Summary Compensation Table since 2011
Jeff Shaner	$	312,294	Reported in Summary Compensation Table since 2011
Rodney Windley	$	120,700	Reported in Summary Compensation Table since 2013

Gentiva Health Services, Inc. Nonqualified Deferred Compensation Plan

Our NEOs are eligible to participate in the Gentiva Health Services, Inc. Nonqualified Deferred Compensation Plan (the “NQ Plan”), which is a nonqualified defined contribution plan covering our highly compensated employees. In August 2007, our Board of Directors adopted, effective November 1, 2007, the NQ Plan to effectively “spin-off” from Gentiva’s then existing Nonqualified Retirement and Savings Plan a new plan that generally retained the economic terms of the then existing plan, but reflected necessary amendments based on the final regulations under Section 409A of the Internal Revenue Code. The NQ Plan applies to eligible highly compensated employees, including the NEOs, and includes all amounts deferred after December 31, 2004 as well as after-tax contributions. The then existing plan was amended to freeze that plan such that no further contributions would be made to that plan effective November 1, 2007.

Under the NQ Plan, our executives may contribute up to 30% of their base salary and up to 75% of their bonuses, each on a pre-tax and/or after-tax basis. The NQ Plan permits us to make both matching contributions and separate discretionary contributions, which are determined by the committee. In 2013, we matched 50% of a participant’s contributions that do not exceed 5% of the participant’s compensation (for a contribution up to 2.5% of compensation). The Committee also made a separate determination to make discretionary contributions under the NQ Plan. The Committee reviewed historical amounts and then established a discretionary contribution for each participant. Employees must be employed on the date the contribution is credited to the participants’ accounts to receive the contribution.

Participants become 25% vested in our matching contributions and, except as otherwise may be specified, vested in discretionary contributions after completing two years of service with us, 50% vested after three years of service, 75% vested after four years of service, and 100% vested after five years of service. Participants also generally become fully vested upon termination of employment due to their death or disability, and upon a change in control, as described more fully in the section below entitled “Potential Payments Upon Termination or Change in Control.” Additionally, in order to comply with Section 409A of the Internal Revenue Code, the NQ Plan limits the timing of distributions and deferral elections as required by the Internal Revenue Code. A participant is always 100% vested in his or her own contributions.

Contributions under the NQ Plan are credited to a bookkeeping account for the participant. Each account is adjusted for earnings and losses based on the performance of investment options, principally mutual funds, the participant selects. Subject to the requirements of Section 409A of the Internal Revenue Code, distributions

30

under the NQ Plan are generally made in a lump sum or up to ten annual installments, as the participant elects, following termination of employment. A participant may request a withdrawal during employment of any after-tax contributions, subject to pro-rated forfeiture of the match contribution made after January 1, 2012, or of other contributions in the event of an unforeseeable emergency. A participant’s after-tax contributions are set aside in a trust for the benefit of the participant. All pre-tax contributions are unfunded and payable from our general assets, although we have set aside funds in a trust to help us pay those benefits. The assets in this trust are subject to the claims of our general creditors.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

This section describes payments that would be made to our NEOs following termination of employment or upon a change in control of Gentiva. In the first part of this section, we describe benefits that will be provided under our severance and change in control agreements, which are designed so that executives can only receive benefits under one of the two agreements upon termination; they cannot receive benefits under both. At the end of this section, we describe termination and change in control benefits provided under other general plans and arrangements that apply to any participating executive officer.

Executive Officer Change in Control Agreements

During 2013, we had change in control agreements in place with Messrs. Strange, Slusser, Causby, Shaner and Windley. These agreements, whose terms extended until February 26, 2014, generally provided benefits in the event of a change in control if (1) the executive’s employment is terminated by us without “cause” or by the executive for “good reason” and (2) the termination is within two years after a change in control. In addition, the executive officer receives the benefit of the agreement if we terminate the executive without “cause” within one year before a change in control, if the termination arises in connection with the change in control.

Under the change in control agreements, “cause” generally meant the executive’s:

• felony conviction;

• act of willful fraud, dishonesty or moral turpitude;

• willful and continued failure to substantially perform the executive’s duties for us, which is not corrected after we make a written demand; or

• willful engaging in conduct which is demonstrably and materially injurious to us.

No benefits were payable under a change in control agreement if an executive’s employment was terminated for “cause.”

Termination for “good reason” generally meant, unless remedied by us within 30 days after receipt of written notice from the executive, the executive terminated due to:

• a material reduction in the executive’s annual base salary except as part of a general reduction for all of our executive officers unless such reduction exceeds 20% of base salary;

• our relocation of the executive more than 40 miles farther from the executive’s principal residence than was the executive’s office location immediately before the “protection period” under the change in control agreement;

• our failure to maintain benefits not materially less favorable as those in place before the change in control or taking any action that would reduce the executive’s benefits, other than a minor reduction that applies to all participants;

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• a material reduction in the executive’s positions, duties and responsibilities;

• our failure to have a successor assume the change in control agreement; or

• our attempt to terminate the executive for cause or without cause without giving the executive advance written notice.

A change in control would generally occur the same as in our 2004 Equity Incentive Plan, as described below, except that our change in control agreements in effect during 2013 had not been updated to reflect the clarifying change made to our 2004 Equity Incentive Plan regarding a majority of the nominees in a contested election failing to be elected. No event would constitute a change in control, however, unless that event was also a “change in control event” as defined in the regulations issued under Section 409A of the Internal Revenue Code.

The benefits provided under the change in control agreement generally were:

• base salary through the date of termination of employment, together with payment for unused vacation;

• a lump sum equal to two times the executive’s base salary and target annual bonus for the year of termination or average annual bonus for the three years before the year of termination, whichever is higher;

• pro rata share of the target annual bonus for the year of termination without regard to whether the performance goals are attained;

• continued health, life, disability and other employee welfare benefits on the same basis as an active employee for the lesser of two years or until the executive is provided substantially similar benefits by another employer;

• full vesting of the executive’s options, other equity-based awards and performance cash awards and continued exercisability of stock options for one year following termination (but not beyond the original full term of the stock option) or for such period of time as may be provided under the plan under which the stock options were granted, whichever is longer;

• accelerated vesting of any accrued retirement benefits;

• additional cash payments for any equity or incentive awards that are forfeited in connection with certain terminations of employment within the one year period before a change of control occurs; and

• outplacement services for up to 12 months.

Under certain circumstances, the above benefits could be reduced in order to avoid the incurrence of excise taxes by the executives and the loss of a tax deduction to us. In addition, we were required to pay the executive’s legal fees if the executive prevailed in a dispute with us relating to the change in control agreement. The executives were not required to seek other employment or otherwise mitigate any damages that were caused as a result of a change in control, but they were required to keep our confidential information private.

On October 28, 2013, our Board of Directors authorized the entry into new change in control agreements with Messrs. Strange, Slusser, Causby, Shaner and Windley. These agreements supersede the change in control agreements previously entered into between Gentiva and such executive officers. The term of the new change in control agreements will expire on February 26, 2017 unless terminated earlier as set forth in the agreements.

The new change in control agreements provide for substantially the same benefits as the prior agreements as described above, with the exception of the following principal changes:

• the definition of “change in control” was modified to clarify that a change in control is deemed to not have occurred unless such event constitutes a “change in control event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder;

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• the definition of “cause” was expanded to include a plea of guilty or nolo contendere of a felony;

• the change in control agreements were revised to clarify that a reduction in benefits under our employee benefit plans that are maintained for Gentiva’s non-executive employees and that apply equally to all participants in the plans shall not constitute “good reason” for termination by the executive; and

• the change in control agreements were revised to provide that payments to an executive for termination of employment for “cause” or by the executive for “good reason” within a “protection period” would be in a lump sum and would include any earned by unused paid time off in accordance with our general paid time off policy, and that the executive would be responsible for any federal, state of local tax with respect to the continuation of insurance benefits upon termination of employment for “cause” or by the executive for “good reason” within a “protection period.” The “protection period” in the agreements is defined as the period beginning on the date of a change in control and ending on the second anniversary of the date on which the change in control occurs.

Severance Agreements

We have in place severance agreements with Messrs. Strange, Slusser, Causby, Shaner and Windley. These severance agreements provide severance benefits if we terminate the officer other than for “cause,” or if, subject to certain notice and cure provisions, the officer terminates his employment within 60 days after we reduce the officer’s base salary, other than a general salary reduction that applies to a majority of our salaried employees.

“Cause” in the agreements is generally defined as the officer’s:

• conviction for any felony;

• act of willful fraud, dishonesty or moral turpitude;

• controlled substance abuse;

• abuse of alcohol or drugs that interferes with or affects responsibilities to us or negatively reflects upon our integrity or reputation;

• gross negligence that is materially injurious to us;

• violation of any express written directions or any reasonable written policy or procedure we may establish regarding the conduct of our business; or

• violation of any material term and condition of the severance agreement.

The severance benefits generally consist of:

• continued base salary for 12 months;

• an additional cash payment in an amount equal to one times the executive’s target annual bonus for the year of termination;

• a pro rata share of the target annual bonus for the year of termination (subject to attainment of the performance goals established for such year);

• outplacement services for up to 12 months; and

• continued health benefits for up to 12 months on the same basis as active employees for the same period, or until the executive obtains similar health benefits from a new employer, whichever comes first.

No benefits are payable under the severance agreement if benefits are payable under the officer’s change in control agreement. Pursuant to the severance agreements, the officers agreed to sign a general release following termination. In addition, separate non-solicitation, non-competition and confidentiality agreements with each of our executives contain valuable covenants to protect our confidentiality, as well as non-competition and non-solicitation covenants that protect our business.

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Mr. Strange

The following table shows the potential payments to Mr. Strange assuming termination of employment on December 31, 2013, the last business day of our 2013 fiscal year, under his severance agreement or following a change in control of Gentiva under his change in control agreement. In addition, the table includes benefits provided under our 2004 Equity Incentive Plan upon a change in control, as described below.

Tony Strange

	Termination Without Cause or Within 60 Days of Salary Reduction			Termination Following Change in Control			Amounts Due Upon Change in Control
Compensation:
Base Salary	$	875,000	(1)	$	1,750,000	(2)		—
Target Annual Cash Incentive	$	875,000	(1)	$	1,750,000	(2		—
Pro-Rata Cash Incentive		—	(1)	$	875,000	(2)		—
Stock Option Vesting		—		$	935,947	(3)	$	822,992	(4)
Restricted Stock Vesting		—		$	1,950,852	(5)	$	1,202,529	(6)
2012 Performance Cash Award Vesting		—		$	1,214,063	(7)	$	1,214,063	(8)
2013 Performance Cash Award Vesting				$	1,312,500	(7)		—
Benefits and Perquisites:
Retirement Plan Vesting		—			—	(9)		—
Health and Welfare Benefits	$	14,200	(10)	$	28,600	(11)		—
Life Insurance		—		$	1,100	(11)		—
Executive Physical		—		$	8,800	(11)		—
Outplacement Services	$	30,000	(12)	$	30,000	(12)		—
Excise Tax Cut Back		—			—	(13)		—	(13)
Total	$	1,794,200		$	9,856,862		$	3,239,584

(1) For either termination without cause or termination within 60 days of a salary reduction, assumes 12 months of salary and a full year target annual cash incentive would be paid. In addition, if Mr. Strange had been terminated during 2013 without cause or within 60 days of a salary reduction, he would have been paid a pro rata share of his annual cash incentive based on the level of attainment of performance goals. For purposes of this table, it is assumed that, if Mr. Strange had been terminated on December 31, 2013, the pro-rata annual cash incentive he would have been paid would have been equal to 0% of his target annual cash incentive. This assumption is based on the fact that no annual cash incentive was paid to him for the 2013 fiscal year.

(2) For termination following a change in control, assumes two times both the salary and the greater of either (i) Mr. Strange’s target annual cash incentive for the year that includes his termination of employment, or (ii) the annual cash incentive averaged for the three years immediately prior to the year that includes the date of his termination of employment would be paid. In addition, if Mr. Strange had been terminated during 2013 due to a change in control, he would have been paid a pro rata share of his annual cash incentive at target regardless of the level of attainment of performance goals. For purposes of this table, it is assumed that if Mr. Strange had been terminated on December 31, 2013, he would have been paid his full target annual cash incentive.

(3) Payment upon termination was determined by calculating the difference between the closing price of our common stock on December 31, 2013 and the exercise price of all outstanding unvested stock options for which the closing price on December 31, 2013 was in excess of the unvested stock options exercise price. Stock options would fully vest upon a termination following a change in control.

(4) Payment upon a change in control was determined by calculating the difference between the closing price of our common stock on December 31, 2013 and the exercise price of all outstanding unvested stock options granted before 2013 for which the closing price on December 31, 2013 was in excess of the unvested stock options exercise price. Stock options granted before 2013 would fully vest upon a change in control pursuant to the Equity Plan.

34

(5) Payment upon termination following a change in control was determined by multiplying the closing price of our common stock on December 31, 2013 by the number of unvested shares of restricted stock as of that date.

(6) Payment upon a change in control was determined by multiplying the closing price of our common stock on December 31, 2013 by the number of unvested shares of restricted stock as of that date that were granted before 2013. Restricted stock granted before 2013 would fully vest upon a change in control pursuant to the Equity Plan.

(7) For purposes of this table, payment upon termination following a change of control of any unvested performance cash awards made under the Equity Plan assumes such cash awards vest at target or earned value.

(8) For purposes of this table, payment upon a change of control of any unvested performance cash awards made under the Equity Plan prior to 2013 assumes such cash awards vest at target or earned value upon a change in control. Termination of employment is not required for the accelerated vesting of the performance cash awards made prior to 2013.

(9) Pursuant to the Nonqualified Deferred Compensation Plan’s vesting schedule, Mr. Strange is already 100% vested.

(10) Assumes continued participation in current medical, dental and vision benefits as in place at the end of 2013 through the end of the severance period.

(11) Assumes continued participation in current health and welfare benefit programs as in place at the end of 2013 at current rates for two years. For executive physical, assumes that Mr. Strange uses the benefit twice during this period.

(12) Upon either termination without cause or termination within 60 days of a salary reduction or upon termination following a change in control, Mr. Strange would be entitled to outplacement services for up to twelve months at a cost to Gentiva not to exceed $30,000.

(13) For Federal tax purposes, a 20% excise tax would generally be imposed on the amount of change in control benefits and payments that exceeds the average of Mr. Strange’s annual taxable earnings for the previous five years, but only if the total change in control benefits and payments exceed three times his average annual taxable earnings for the previous five years. The excise tax cutback provision contained in Mr. Strange’s agreement generally provides for a reduction in his change in control benefits and payments to just below the amount that would trigger the excise tax. However, the agreement provides that no reduction in the above benefits and payments for the purpose of avoiding the incurrence of the 20% Federal excise tax will be applied if the net after-tax benefit (after taking into account Federal, state, local and other income, employment, self-employment and excise taxes) to which Mr. Strange would otherwise be entitled without such reduction would be greater than the net after-tax benefit (after taking into account Federal, state, local or other income, employment, self-employment and excise taxes) to Mr. Strange resulting from the receipt of such benefits and payments with such reduction. The amounts reflected above do not include a reduction to avoid the 20% Federal excise tax.

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Mr. Slusser

The following table shows the potential payments to Mr. Slusser assuming termination of employment on December 31, 2013, the last business day of our 2013 fiscal year, under his severance agreement or following a change in control of Gentiva under his change in control agreement. In addition, the table includes benefits provided under our 2004 Equity Incentive Plan upon a change in control, as described below.

Eric R. Slusser

	Termination Without Cause or Within 60 Days of Salary Reduction			Termination Following Change in Control			Amounts Due Upon Change in Control
Compensation:
Base Salary	$	475,000	(1)	$	950,000	(2)		—
Target Annual Cash Incentive	$	356,250	(1)	$	712,500	(2)		—
Pro-Rata Cash Incentive		—	(1)	$	356,250	(2)		—
Stock Option Vesting		—		$	321,327	(3)	$	296,817	(4)
Restricted Stock Vesting		—		$	972,944	(5)	$	594,439	(6)
2012 Performance Cash Award Vesting		—		$	439,375	(7)	$	439,375	(8)
2013 Performance Cash Award Vesting				$	475,000	(7)		—
Benefits and Perquisites:
Retirement Plan Vesting		—		$	68,550	(9)	$	68,550	(9)
Health and Welfare Benefits	$	14,200	(10)	$	28,600	(11)		—
Life Insurance		—		$	1,100	(11)		—
Executive Physical		—		$	8,800	(11)		—
Outplacement Services	$	30,000	(12)	$	30,000	(12)		—
Excise Tax Cut Back		—			—	(13)		—	(13)
Total	$	875,450		$	4,364,446		$	1,399,181

(1) For either termination without cause or termination within 60 days of a salary reduction, assumes 12 months of salary and a full year target annual cash incentive would be paid. In addition, if Mr. Slusser had been terminated during 2013 without cause or within 60 days of a salary reduction, he would have been paid a pro rata share of his annual cash incentive based on the level of attainment of performance goals. For purposes of this table, it is assumed that, if Mr. Slusser had been terminated on December 31, 2013, the pro-rata annual cash incentive he would have been paid would have been equal to 0% of his target annual cash incentive. This assumption is based on the fact that no annual cash incentive was paid to him for the 2013 fiscal year.

(2) For termination following a change in control, assumes two times both the salary and the greater of either (i) Mr. Slusser’s target annual cash incentive for the year that includes his termination of employment, or (ii) the annual cash incentive averaged for the three years immediately prior to the year that includes the date of his termination of employment would be paid. In addition, if Mr. Slusser had been terminated during 2013 due to a change in control, he would have been paid a pro rata share of his annual cash incentive at target regardless of the level of attainment of performance goals. For purposes of this table, it is assumed that if Mr. Slusser had been terminated on December 31, 2013, he would have been paid his full target annual cash incentive.

(3) Payment upon termination was determined by calculating the difference between the closing price of our common stock on December 31, 2013 and the exercise price of all outstanding unvested stock options for which the closing price on December 31, 2013 was in excess of the unvested stock options exercise price. Stock options would fully vest upon a termination following a change in control.

(4) Payment upon a change in control was determined by calculating the difference between the closing price of our common stock on December 31, 2013 and the exercise price of all outstanding unvested stock options granted before 2013 for which the closing price on December 31, 2013 was in excess of the unvested stock options exercise price. Stock options granted before 2013 would fully vest upon a change in control pursuant to the Equity Plan.

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(5) Payment upon termination following a change in control was determined by multiplying the closing price of our common stock on December 31, 2013 by the number of unvested shares of restricted stock as of that date.

(6) Payment upon a change in control was determined by multiplying the closing price of our common stock on December 31, 2013 by the number of unvested shares of restricted stock as of that date that were granted before 2013. Restricted stock granted before 2013 would fully vest upon a change in control pursuant to the Equity Plan.

(7) For purposes of this table, payment upon termination following a change of control of any unvested performance cash awards made under the Equity Plan assumes such cash awards vest at target or earned value.

(8) For purposes of this table, payment upon a change of control of any unvested performance cash awards made under the Equity Plan prior to 2013 assumes such cash awards vest at target or earned value upon a change in control. Termination of employment is not required for the accelerated vesting of the performance cash awards made prior to 2013.

(9) Pursuant to the Nonqualified Deferred Compensation Plan’s vesting schedule, Mr. Slusser is already 75% vested. Upon a change in control, the remaining 25% of Mr. Slusser’s account balance related to employer contributions fully vests.

(10) Assumes continued participation in current medical, dental and vision benefits as in place at the end of 2013 through the end of the severance period.

(11) Assumes continued participation in current health and welfare benefit programs as in place at the end of 2013 at current rates for two years. For executive physical, assumes that Mr. Slusser uses the benefit twice during this period.

(12) Upon either termination without cause or termination within 60 days of a salary reduction or upon termination following a change in control, Mr. Slusser would be entitled to outplacement services for up to twelve months at a cost to Gentiva not to exceed $30,000.

(13) For Federal tax purposes, a 20% excise tax would generally be imposed on the amount of change in control benefits and payments that exceeds the average of Mr. Slusser’s annual taxable earnings for the previous five years, but only if the total change in control benefits and payments exceed three times his average annual taxable earnings for the previous five years. The excise tax cutback provision contained in Mr. Slusser’s agreement generally provides for a reduction in his change in control benefits and payments to just below the amount that would trigger the excise tax. However, the agreement provides that no reduction in the above benefits and payments for the purpose of avoiding the incurrence of the 20% Federal excise tax will be applied if the net after-tax benefit (after taking into account Federal, state, local and other income, employment, self-employment and excise taxes) to which Mr. Slusser would otherwise be entitled without such reduction would be greater than the net after-tax benefit (after taking into account Federal, state, local or other income, employment, self-employment and excise taxes) to Mr. Slusser resulting from the receipt of such benefits and payments with such reduction. The amounts reflected above do not include a reduction to avoid the 20% Federal excise tax.

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Mr. Causby

The following table shows the potential payments to Mr. Causby assuming termination of employment on December 31, 2013, the last business day of our 2013 fiscal year, under his severance agreement or following a change in control of Gentiva under his change in control agreement. In addition, the table includes benefits provided under our 2004 Equity Incentive Plan upon a change in control, as described below.

David A. Causby

	Termination Without Cause or Within 60 Days of Salary Reduction			Termination Following Change in Control			Amounts Due Upon Change in Control
Compensation:
Base Salary	$	550,000	(1)	$	1,100,000	(2)		—
Target Annual Cash Incentive	$	345,167	(1)	$	690,335	(2)		—
Pro-Rata Cash Incentive	$	87,000	(1)	$	345,167	(2)		—
Stock Option Vesting		—		$	291,778	(3)	$	269,833	(4)
Restricted Stock Vesting		—		$	869,941	(5)	$	531,148	(6)
2012 Performance Cash Award Vesting		—		$	393,125	(7)	$	393,125	(8)
2013 Performance Cash Award Vesting				$	425,000	(7)		—
Benefits and Perquisites:
Retirement Plan Vesting		—			—	(9)		—
Health and Welfare Benefits	$	14,200	(10)	$	28,600	(11)		—
Life Insurance		—		$	1,100	(11)		—
Executive Physical		—		$	8,800	(11)		—
Outplacement Services	$	30,000	(12)	$	30,000	(12)		—
Excise Tax Cut Back		—			—	(13)		—	(13)
Total	$	1,026,367		$	4,183,846		$	1,194,106

(1) For either termination without cause or termination within 60 days of a salary reduction, assumes 12 months of salary and a full year target annual cash incentive would be paid. In addition, if Mr. Causby had been terminated during 2013 without cause or within 60 days of a salary reduction, he would have been paid a pro rata share of his annual cash incentive based on the level of attainment of performance goals. For purposes of this table, it is assumed that, if Mr. Causby had been terminated on December 31, 2013, the pro-rata annual cash incentive he would have been paid would have been equal to his actual annual cash incentive ($87,000).

(2) For termination following a change in control, assumes two times both the salary and the greater of either (i) Mr. Causby’s target annual cash incentive for the year that includes his termination of employment, or (ii) the annual cash incentive averaged for the three years immediately prior to the year that includes the date of his termination of employment would be paid. In addition, if Mr. Causby had been terminated during 2013 due to a change in control, he would have been paid a pro rata share of his annual cash incentive at target regardless of the level of attainment of performance goals. For purposes of this table, it is assumed that if Mr. Causby had been terminated on December 31, 2013, he would have been paid his full target annual cash incentive.

(3) Payment upon termination was determined by calculating the difference between the closing price of our common stock on December 31, 2013 and the exercise price of all outstanding unvested stock options for which the closing price on December 31, 2013 was in excess of the unvested stock options exercise price. Stock options would fully vest upon a termination following a change in control.

(4) Payment upon a change in control was determined by calculating the difference between the closing price of our common stock on December 31, 2013 and the exercise price of all outstanding unvested stock options granted before 2013 for which the closing price on December 31, 2013 was in excess of the unvested stock options exercise price. Stock options granted before 2013 would fully vest upon a change in control pursuant to the Equity Plan.

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(5) Payment upon termination following a change in control was determined by multiplying the closing price of our common stock on December 31, 2013 by the number of unvested shares of restricted stock as of that date.

(6) Payment upon a change in control was determined by multiplying the closing price of our common stock on December 31, 2013 by the number of unvested shares of restricted stock as of that date that were granted before 2013. Restricted stock granted before 2013 would fully vest upon a change in control pursuant to the Equity Plan.

(7) For purposes of this table, payment upon termination following a change of control of any unvested performance cash awards made under the Equity Plan assumes such cash awards vest at target or earned value.

(8) For purposes of this table, payment upon a change of control of any unvested performance cash awards made under the Equity Plan prior to 2013 assumes such cash awards vest at target or earned value upon a change in control. Termination of employment is not required for the accelerated vesting of the performance cash awards made prior to 2013.

(9) Pursuant to the Nonqualified Deferred Compensation Plan’s vesting schedule, Mr. Causby is already 100% vested.

(10) Assumes continued participation in current medical, dental and vision benefits as in place at the end of 2013 through the end of the severance period.

(11) Assumes continued participation in current health and welfare benefit programs as in place at the end of 2013 at current rates for two years. For executive physical, assumes that Mr. Causby uses the benefit twice during this period.

(12) Upon either termination without cause or termination within 60 days of a salary reduction or upon termination following a change in control, Mr. Causby would be entitled to outplacement services for up to twelve months at a cost to Gentiva not to exceed $30,000.

(13) For Federal tax purposes, a 20% excise tax would generally be imposed on the amount of change in control benefits and payments that exceeds the average of Mr. Causby’s annual taxable earnings for the previous five years, but only if the total change in control benefits and payments exceed three times his average annual taxable earnings for the previous five years. The excise tax cutback provision contained in Mr. Causby’s agreement generally provides for a reduction in his change in control benefits and payments to just below the amount that would trigger the excise tax. However, the agreement provides that no reduction in the above benefits and payments for the purpose of avoiding the incurrence of the 20% Federal excise tax will be applied if the net after-tax benefit (after taking into account Federal, state, local and other income, employment, self-employment and excise taxes) to which Mr. Causby would otherwise be entitled without such reduction would be greater than the net after-tax benefit (after taking into account Federal, state, local or other income, employment, self-employment and excise taxes) to Mr. Causby resulting from the receipt of such benefits and payments with such reduction. The amounts reflected above do not include a reduction to avoid the 20% Federal excise tax.

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Mr. Shaner

The following table shows the potential payments to Mr. Shaner assuming termination of employment on December 31, 2013, the last business day of our 2013 fiscal year, under his severance agreement or following a change in control of Gentiva under his change in control agreement. In addition, the table includes benefits provided under our 2004 Equity Incentive Plan upon a change in control, as described below.

Jeff Shaner

	Termination Without Cause or Within 60 Days of Salary Reduction			Termination Following Change in Control			Amounts Due Upon Change in Control
Compensation:
Base Salary	$	425,000	(1)	$	850,000	(2)		—
Target Annual Cash Incentive	$	318,750	(1)	$	637,500	(2)		—
Pro-Rata Cash Incentive		—	(1)	$	318,750	(2)		—
Stock Option Vesting		—		$	291,778	(3)	$	269,833	(4)
Restricted Stock Vesting		—		$	869,941	(5)	$	531,148	(6)
2012 Performance Cash Award Vesting		—		$	393,125	(7)	$	393,125	(8)
2013 Performance Cash Award Vesting				$	425,000	(7)		—
Benefits and Perquisites:
Retirement Plan Vesting		—			—	(9)		—
Health and Welfare Benefits	$	14,200	(10)	$	28,600	(11)		—
Life Insurance		—		$	1,100	(11)		—
Executive Physical		—		$	8,800	(11)		—
Outplacement Services	$	30,000	(12)	$	30,000	(12)		—
Excise Tax Cut Back		—			—	(13)		—	(13)
Total	$	787,950		$	3,854,594		$	1,194,106

(1) For either termination without cause or termination within 60 days of a salary reduction, assumes 12 months of salary and a full year target annual cash incentive would be paid. In addition, if Mr. Shaner had been terminated during 2013 without cause or within 60 days of a salary reduction, he would have been paid a pro rata share of his annual cash incentive based on the level of attainment of performance goals. For purposes of this table, it is assumed that, if Mr. Shaner had been terminated on December 31, 2013, the pro-rata annual cash incentive he would have been paid would have been equal to 0% of his target annual cash incentive. This assumption is based on the fact that no annual cash incentive was paid to him for the 2013 fiscal year.

(2) For termination following a change in control, assumes two times both the salary and the greater of either (i) Mr. Shaner’s target annual cash incentive for the year that includes his termination of employment, or (ii) the annual cash incentive averaged for the three years immediately prior to the year that includes the date of his termination of employment would be paid. In addition, if Mr. Shaner had been terminated during 2013 due to a change in control, he would have been paid a pro rata share of his annual cash incentive at target regardless of the level of attainment of performance goals. For purposes of this table, it is assumed that if Mr. Shaner had been terminated on December 31, 2013, he would have been paid his full target annual cash incentive.

(3) Payment upon termination was determined by calculating the difference between the closing price of our common stock on December 31, 2013 and the exercise price of all outstanding unvested stock options for which the closing price on December 31, 2013 was in excess of the unvested stock options exercise price. Stock options would fully vest upon a termination following a change in control.

(4) Payment upon a change in control was determined by calculating the difference between the closing price of our common stock on December 31, 2013 and the exercise price of all outstanding unvested stock options granted before 2013 for which the closing price on December 31, 2013 was in excess of the unvested stock options exercise price. Stock options granted before 2013 would fully vest upon a change in control pursuant to the Equity Plan.

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(5) Payment upon termination following a change in control was determined by multiplying the closing price of our common stock on December 31, 2013 by the number of unvested shares of restricted stock as of that date.

(6) Payment upon a change in control was determined by multiplying the closing price of our common stock on December 31, 2013 by the number of unvested shares of restricted stock as of that date that were granted before 2013. Restricted stock granted before 2013 would fully vest upon a change in control pursuant to the Equity Plan.

(7) For purposes of this table, payment upon termination following a change of control of any unvested performance cash awards made under the Equity Plan assumes such cash awards vest at target or earned value.

(8) For purposes of this table, payment upon a change of control of any unvested performance cash awards made under the Equity Plan prior to 2013 assumes such cash awards vest at target or earned value upon a change in control. Termination of employment is not required for the accelerated vesting of the performance cash awards made prior to 2013.

(9) Pursuant to the Nonqualified Deferred Compensation Plan’s vesting schedule, Mr. Shaner is already 100% vested.

(10) Assumes continued participation in current medical, dental and vision benefits as in place at the end of 2013 through the end of the severance period.

(11) Assumes continued participation in current health and welfare benefit programs as in place at the end of 2013 at current rates for two years. For executive physical, assumes that Mr. Shaner uses the benefit twice during this period.

(12) Upon either termination without cause or termination within 60 days of a salary reduction or upon termination following a change in control, Mr. Shaner would be entitled to outplacement services for up to twelve months at a cost to Gentiva not to exceed $30,000.

(13) For Federal tax purposes, a 20% excise tax would generally be imposed on the amount of change in control benefits and payments that exceeds the average of Mr. Shaner’s annual taxable earnings for the previous five years, but only if the total change in control benefits and payments exceed three times his average annual taxable earnings for the previous five years. The excise tax cutback provision contained in Mr. Shaner’s agreement generally provides for a reduction in his change in control benefits and payments to just below the amount that would trigger the excise tax. However, the agreement provides that no reduction in the above benefits and payments for the purpose of avoiding the incurrence of the 20% Federal excise tax will be applied if the net after-tax benefit (after taking into account Federal, state, local and other income, employment, self-employment and excise taxes) to which Mr. Shaner would otherwise be entitled without such reduction would be greater than the net after-tax benefit (after taking into account Federal, state, local or other income, employment, self-employment and excise taxes) to Mr. Shaner resulting from the receipt of such benefits and payments with such reduction. The amounts reflected above do not include a reduction to avoid the 20% Federal excise tax.

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Mr. Windley

The following table shows the potential payments to Mr. Windley assuming termination of employment on December 31, 2013, the last business day of our 2013 fiscal year, under his severance agreement or following a change in control of Gentiva under his change in control agreement. In addition, the table includes benefits provided under our 2004 Equity Incentive Plan upon a change in control, as described below.

Rodney Windley

	Termination Without Cause or Within 60 Days of Salary Reduction			Termination Following Change in Control			Amounts Due Upon Change in Control
Compensation:
Base Salary	$	750,000	(1)	$	1,500,000	(2)		—
Target Annual Cash Incentive	$	—	(1)	$	—	(2)		—
Pro-Rata Cash Incentive	$	—	(1)	$	—	(2)		—
Stock Option Vesting		—		$	813,750	(3)		—	(4)
Restricted Stock Vesting		—		$	—	(5)		—	(6)
2012 Performance Cash Award Vesting		—		$	—	(7)		—	(8)
2013 Performance Cash Award Vesting				$	—	(7)		—
Benefits and Perquisites:
Retirement Plan Vesting		—			—	(9)		—
Health and Welfare Benefits	$	14,200	(10)	$	28,600	(11)		—
Life Insurance		—		$	1,100	(11)		—
Executive Physical		—		$	8,800	(11)		—
Outplacement Services	$	30,000	(12)	$	30,000	(12)		—
Excise Tax Cut Back		—			—	(13)		—	(13)
Total	$	794,200		$	2,382,250		$

(1) For either termination without cause or termination within 60 days of a salary reduction, assumes 12 months of salary and a full year target annual cash incentive would be paid. In addition, if Mr. Windley had been terminated during 2013 without cause or within 60 days of a salary reduction, he would have been paid a pro rata share of his annual cash incentive based on the level of attainment of performance goals. Since Mr. Windley did not participate in the annual incentive plan, he would have only been entitled to 12 months of salary.

(2) For termination following a change in control, assumes two times both the salary and the greater of either (i) Mr. Windley’s target annual cash incentive for the year that includes his termination of employment, or (ii) the annual cash incentive averaged for the three years immediately prior to the year that includes the date of his termination of employment would be paid. In addition, if Mr. Windley had been terminated during 2013 due to a change in control, he would have been paid a pro rata share of his annual cash incentive at target regardless of the level of attainment of performance goals. Since Mr. Windley did not participate in the annual incentive plan, he would have only been entitled to 24 months of salary.

(3) Payment upon termination was determined by calculating the difference between the closing price of our common stock on December 31, 2013 and the exercise price of all outstanding unvested stock options for which the closing price on December 31, 2013 was in excess of the unvested stock options exercise price. Stock options would fully vest upon a termination following a change in control.

(4) None of Mr. Windley’s stock options vest upon a change in control.

(5) Mr. Windley has not been granted any shares of restricted stock.

(6) Mr. Windley has not been granted any shares of restricted stock.

(7) Mr. Windley has not been awarded any performance cash awards.

(8) Mr. Windley has not been awarded any performance cash awards.

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(9) Pursuant to the Nonqualified Deferred Compensation Plan’s vesting schedule, Mr. Windley is already 100% vested.

(10) Assumes continued participation in current medical, dental and vision benefits as in place at the end of 2013 through the end of the severance period.

(11) Assumes continued participation in current health and welfare benefit programs as in place at the end of 2013 at current rates for two years. For executive physical, assumes that Mr. Windley uses the benefit twice during this period.

(12) Upon either termination without cause or termination within 60 days of a salary reduction or upon termination following a change in control, Mr. Windley would be entitled to outplacement services for up to twelve months at a cost to Gentiva not to exceed $30,000.

(13) For Federal tax purposes, a 20% excise tax would generally be imposed on the amount of change in control benefits and payments that exceeds the average of Mr. Windley’s annual taxable earnings for the previous five years, but only if the total change in control benefits and payments exceed three times his average annual taxable earnings for the previous five years. The excise tax cutback provision contained in Mr. Windley’s agreement generally provides for a reduction in his change in control benefits and payments to just below the amount that would trigger the excise tax. However, the agreement provides that no reduction in the above benefits and payments for the purpose of avoiding the incurrence of the 20% Federal excise tax will be applied if the net after-tax benefit (after taking into account Federal, state, local and other income, employment, self-employment and excise taxes) to which Mr. Windley would otherwise be entitled without such reduction would be greater than the net after-tax benefit (after taking into account Federal, state, local or other income, employment, self-employment and excise taxes) to Mr. Windley resulting from the receipt of such benefits and payments with such reduction. The amounts reflected above do not include a reduction to avoid the 20% Federal excise tax.

Executive Officers Bonus Plan

Generally, our executives must remain employed through the end of the year to receive payment of their annual bonuses under our Executive Officers Bonus Plan. However, if an executive were to terminate during the year due to death, disability or retirement, the executive would receive a prorated award. Upon termination under any of these circumstances on December 31, 2013, the last day of our 2013 fiscal year, Mr. Strange would have received $0, Mr. Slusser would have received $0, Mr. Causby would have received $87,000, Mr. Shaner would have received $0 and Mr. Windley would have received $0 as he is not a participant.

Life Insurance

For employees with annual base salaries over $150,000 per year, including our NEOs, we pay for an individual term life insurance policy that provides benefits equal to one times the employee’s annual base salary, subject to a maximum benefit of $350,000. If any of our NEOs had terminated due to death on December 31, 2013, the officer would have received benefits under this policy equal to $350,000. These amounts would be payable by the insurance company that issued the life insurance policies.

2004 Equity Incentive Plan

Restricted stock, performance share units and cash awards granted to an individual under the 2004 Equity Incentive Plan that have not yet vested shall be forfeited upon the individual’s termination of service, unless otherwise provided in the award agreement.

If an individual is granted stock options under the 2004 Equity Incentive Plan (an “optionee”) and such optionee’s employment terminates due to death, disability or retirement, any exercisable stock options expire on the earlier of 12 months following termination of the optionee’s employment or the expiration of the options’ stated term. Retirement means termination of service at age 55 or later with ten or more years of service, at age 62 or later with five or more years of service, at age 65 or later, or at such other age as the Compensation Committee may determine. If an optionee’s employment terminates for cause, all outstanding stock options

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terminate immediately. If an optionee’s employment terminates for any other reason, any exercisable stock options expire on the earlier of 90 days following termination of the optionee’s service or the expiration of their stated term. “Cause” means:

• the optionee’s conviction or plea of guilty or nolo contendere to a felony;

• any act of willful fraud, dishonesty or moral turpitude; or

• any willful and material breach of any written policy or any confidential or proprietary information, non-compete or non-solicitation covenant for our benefit.

If there is a change in control of Gentiva, then all outstanding stock options, stock appreciation rights and any other awards under the 2004 Equity Incentive Plan, if granted prior to September 12, 2013, will immediately become vested and exercisable, any restrictions on restricted stock awards, performance share units or performance cash awards will immediately lapse and all awards would remain exercisable for the remainder of their terms, even if the award recipient were to terminate employment. All outstanding stock options, stock appreciation rights and any other awards under the 2004 Equity Incentive Plan granted on or after September 12, 2013 or granted to NEOs in 2013, however, will become vested and exercisable and any restrictions thereupon will lapse upon a change in control only upon a termination of a grantee’s service by Gentiva other than for cause or by the grantee for “good reason” that occurs on or within two years after a change in control.

A change in control would generally occur if:

• any person or group acquires beneficial ownership of at least 25% of the total voting power of our stock;

• our directors or individuals approved by at least two-thirds of our existing Board of Directors cease to constitute a majority of our Board of Directors;

• a majority of the nominees fail to be elected to our Board of Directors at a shareholders’ meeting;

• we liquidate, or consummate a merger or consolidation, and either we are not the continuing or surviving company or our shares are converted to cash, securities or property, except where our shareholders continue to hold at least a majority of the resulting entity or our directors continue to constitute a majority of the board of directors of the resulting entity; or

• we sell or otherwise dispose of substantially all of our assets.

Thereafter, all awards are subject to the terms of any agreement effecting the change of control, which agreement may provide, without limitation, that in lieu of continuing the awards, each stock option and stock appreciation right outstanding under the Equity Plan will terminate within a specified number of days after notice to the participant, and that the participant will receive, with respect to each share of common stock subject to such stock option or stock appreciation right, an amount equal to the excess of the fair market value of such shares of common stock immediately prior to the occurrence of such change of control over the exercise price (or base value) per share underlying such stock option or stock appreciation right with such amount payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or in a combination thereof, as the committee, in its discretion, determines.

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DIRECTOR COMPENSATION

The table below sets forth the compensation of our non-employee directors in 2013.

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Robert S. Forman, Jr.	$	98,500	$	120,133		—		—		—		—	$	218,633
Victor F. Ganzi	$	116,000	$	120,133		—		—		—		—	$	236,133
R. Steven Hicks	$	29,167	$	46,043		—		—		—		—	$	75,210
Philip R. Lochner, Jr.	$	91,250	$	120,133		—		—		—		—	$	211,383
Stuart Olsten	$	78,500	$	120,133		—		—		—		—	$	198,633
Sheldon M. Retchin	$	83,250	$	120,133		—		—		—		—	$	203,383
Raymond S. Troubh	$	74,750	$	120,133		—		—		—		—	$	194,833

(1) Includes retainer and meeting fees earned or paid during 2013.

(2) The grant date fair values, determined in accordance with FASB ASC Topic 718, of the quarterly director deferred stock unit awards made in 2013 were:

Grant Date	Fair Value $ Per Unit		Deferred Stock Units Granted Per Director		Grant Date Fair Value of Award		Notes
3/1/13		10.500		2,734	$	28,707
6/1/13		10.600		2,970	$	31,482
9/1/13		11.700		2,445	$	28,607
10/18/13		10.005		1,225	$	14,706	This pro rata award was granted to Mr. Hicks upon his appointment.
12/1/13		12.480		2,511	$	31,337

Assumptions used in the calculation of the values of the stock award are included in Note 14 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 except that, as required by the Securities and Exchange Commission regulations, the amounts in the table above do not reflect any assumed forfeitures.

Compensation of Directors

Each non-employee member of our Board of Directors receives an annual retainer fee of $50,000 payable in cash. Any non-employee director who serves as chairperson of a committee of the Board of Directors receives an additional $10,000 annually for acting as chairperson, except that the chairperson of the Audit Committee receives $20,000 annually. The Lead Director receives an additional $20,000 annually. Non-employee directors also receive $2,000 for each Board of Directors or committee meeting they attend, or $750 if attendance is at a meeting held by telephone. Non-employee directors who participate in business updates conducted by management also receive $750 for each update.

Pursuant to the Gentiva Health Services, Inc. Stock & Deferred Compensation Plan for Non-Employee Directors, each non-employee director also receives an annual retainer in the form of a deferred stock unit award valued at $120,000, which is credited quarterly to a bookkeeping account for the non-employee director. The number of deferred stock units credited to each director’s account quarterly is calculated by dividing $30,000 by the average closing price of a share of our common stock on NASDAQ for the ten trading days preceding the quarterly calculation dates, which are March 1, June 1, September 1 and December 1. Upon termination of service on the Board of Directors, the director is entitled to receive a number of shares of our common stock equal to the number of deferred stock units then credited to the director’s account. The shares underlying the deferred stock units cannot be sold by the directors until termination of their directorship.

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Any director who is also an employee does not receive any additional compensation for serving on our Board of Directors. However, all directors, regardless of whether or not they are our employees, receive reimbursement for out-of-pocket expenses incurred in connection with attending meetings of the Board of Directors and its committees.

Stock Ownership Guidelines

On July 26, 2012, the Board of Directors adopted stock ownership guidelines for our directors. Pursuant to the guidelines, which are contained in our Corporate Governance Guidelines, the directors are encouraged to own shares of our stock with a value not less than five times the annual cash retainer.

For purposes of the guidelines, ownership is defined as directly holding shares of our common stock, deferred stock units (post-tax) and restricted stock shares (post-tax) or indirectly holding shares of the Company’s common stock, deferred stock units (post-tax) and restricted shares (post-tax) in a revocable trust of which the director is sole grantor, trustee and beneficiary. The director is not credited with ownership of stock options (whether vested or unvested).

Directors who were members of our Board of Directors on July 26, 2012 will have five years from such date to achieve the ownership goal, and any director who became or becomes a member after such date will have five years from the date of Board appointment to meet the goal. In addition, pursuant to our Stock & Deferred Compensation Plan for Non-Employee Directors, non-employee directors receive stock based compensation which they are required to hold as long as they serve on our Board of Directors. Stock received under the plan counts towards the minimum ownership requirements.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information regarding our equity compensation plans as of December 31, 2013:

Plan category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)		(b) Weighted-average exercise price of outstanding options, warrants and rights			(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(2)
Equity compensation plans approved by security holders		4,338,365	$	15.40	(3)		4,124,917
Equity compensation plans not approved by security holders		—		—			—
Total		4,338,365	$	15.40	(3)		4,124,917

(1) Consists of securities to be issued upon exercise of outstanding stock options under the 2004 Equity Incentive Plan (4,005,589) and outstanding stock units under the Stock & Deferred Compensation Plan for Non-Employee Directors (332,776).

(2) Consists of securities available for future issuance under 2004 Equity Incentive Plan (1,850,597), Employee Stock Purchase Plan (2,067,483) and Stock & Deferred Compensation Plan for Non-Employee Directors (206,837).

(3) The outstanding stock options under the 2004 Equity Incentive Plan have a weighted-average exercise price of $15.40. The outstanding stock units under the Stock & Deferred Compensation Plan for Non-Employee Directors do not have an exercise price and are not reflected in this weighted-average exercise price.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 18, 2013, we completed the acquisition of Harden Healthcare Holdings, Inc., a provider of home health, hospice and community care services primarily in the southwestern United States, for approximately $365.0 million in cash, $53.8 million in shares of our common stock and additional contingent consideration of $9.5 million, recorded at estimated fair value of approximately $8.1 million. Under the terms of the related Agreement and Plan of Merger dated as of September 18, 2013 (“Merger Agreement”), R. Steven Hicks, one of the Harden selling stockholders and one of our directors, received 481,288 shares of our common stock. In addition, five trusts, of which Mr. Hicks was trustee, received an aggregate of 484,715 shares of our common stock, and two entities, of which one Mr. Hicks was the managing member and of which the other Mr. Hicks was managing partner of its general partner, received an aggregate of 1,955,905 shares of our common stock. Mr. Hicks, the five trusts (in the aggregate) and the two entities (in the aggregate) also received approximately $0.89 million, $0.89 million and $3.6 million, respectively, in cash consideration pursuant to the terms of the Merger Agreement.

Pursuant to the Merger Agreement, Mr. Hicks serves as “Stockholder Representative” of the former Harden securityholders who are signatory to the Merger Agreement. In that capacity, Mr. Hicks is responsible for representing the interests of the former securityholders under the Merger Agreement, including in respect of any indemnity claims that may arise.

In connection with our acquisition of Harden Healthcare Holdings, effective October 18, 2013, we entered into a Stockholders’ Agreement among the Harden sellers and R. Steven Hicks, one of our directors, pursuant to which our Board of Directors agreed to appoint Mr. Hicks to serve on the Board of Directors as its Vice Chairman and to nominate Mr. Hicks for election at the Annual Meeting. Pursuant to the Stockholders’ Agreement, we also (i) agreed to file, not later than 30 days following the closing date, a shelf registration statement on Form S-3 registering the resale of 4,812,407 shares of our common stock issued to the Harden sellers in connection with the acquisition and (ii) granted the Harden sellers certain piggyback registration rights, subject to customary cutback provisions. In November 2013, we filed the shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission in December 2013.

On October 18, 2013, we also entered into a five-year Consulting Agreement with Capstar Partners, LLC (“Capstar”), a Texas limited partnership of which Mr. Hicks has been Chairman since 2000, pursuant to which Capstar will provide us with certain transitional, strategic or commercial matters, including assistance with the development and maintenance of relationships with key customers and third party payors. Pursuant to the Consulting Agreement, we have agreed to pay Capstar an amount equal to $1.0 million per year, commencing January 1, 2014, if the reimbursement rate for certain healthcare services in the State of Texas exceeds a specified base reimbursement rate. If for any reason such reimbursement rate fails to exceed the specified base reimbursement rate, Capstar will not be entitled to any payment under the Consulting Agreement for such year. In addition, on October 18, 2013, we entered into an agreement pursuant to which Capstar Investment Partners, L.P., a Texas limited partnership in which Mr. Hicks has an indirect material interest (“Capstar L.P.”), agreed to terminate a certain sublease agreement in connection with our acquisition of Harden. Under the agreement, we agreed to pay Capstar L.P., for each of five calendar years commencing January 1, 2014, an amount equal to either (i) $750,000 if the reimbursement rate for certain healthcare services in the State of Texas exceeds the specified base reimbursement rate for such year and (ii) $0 if such reimbursement rate fails to exceed the specified base reimbursement rate for such year. Effective December 31, 2013, Capstar L.P. assigned its right under the sublease termination agreement to Capstar. Although our policies did not require that our Audit Committee pre-approve the transactions as Mr. Hicks was not a director prior to the acquisition of Harden, the transactions were reviewed by our Board of Directors prior to closing.

We have entered into indemnification agreements with each of our directors and officers. The form of such indemnification agreement has been filed with the SEC. These agreements provide that we indemnify our directors and officers against certain liabilities that may arise by reason of their status or service as directors or

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officers, advance their expenses incurred as a result of a proceeding as to which they may be indemnified and cover such persons under any directors’ and officers’ liability insurance policy we choose, in our discretion, to maintain. The indemnification agreements exclude the following from indemnification:

• remuneration provided in violation of law;

• liability under section 16(b) of the Exchange Act;

• any proceeding for which the Board of Directors (or any committee thereof) has determined, prior to the date of the indemnification agreement, that the indemnitee is not entitled to indemnification;

• any amounts paid in settlement of any proceeding effected without our written consent; and

• except in limited circumstances, proceedings or claims initiated or brought by the indemnitee against us or our current or former directors, officers, employees or other agents and not by way of defense.

The rights to indemnification and advancement of expenses remain in effect during the period of service and continue indefinitely thereafter with respect to possible claims as they relate to the service as a director or officer. We are obligated to require any possible successor to expressly assume the terms of the indemnification agreements.

Policies and Procedures for Review and Approval of Related Party Transactions

We believe that business decisions and actions taken by our officers, directors and employees should be based on the best interests of Gentiva, and must not be motivated by personal considerations or relationships. We attempt to analyze any transactions in which Gentiva participates and in which a related person may have a direct or indirect material interest, both due to the potential for a conflict of interest and to determine whether disclosure of the transaction is required under applicable SEC rules and regulations.

Related persons include any of our directors or executive officers, certain of our shareholders and immediate family members of any of the above-mentioned persons. A conflict of interest may occur when an individual’s private interest interferes, or appears to interfere, in any way with the interests of Gentiva. Our Audit Committee has oversight responsibility for our Code of Ethics for Senior Financial Officers and for our Code of Business Conduct and Ethics, which requires all directors, officers and employees to disclose to our Chief Compliance Officer any interest held by them in any entity doing business with us, including interests held by their immediate family members, except for ownership of less than 1% of a public corporation. In addition, all directors, officers and employees are required to disclose any other arrangements by them or their immediate family members, such as consulting or part-time employment arrangements or other dealings with entities with which we do business. Once the Chief Compliance Officer receives notice of a conflict of interest, he or she will review and investigate the relevant facts and will then generally consult with our General Counsel and the Audit Committee as appropriate.

Under the Audit Committee’s charter, the Audit Committee is responsible for reviewing and pre-approving any related party transactions, which include transactions in which any related person has a direct or indirect material interest. Copies of our Code of Ethics for Senior Financial Officers, our Code of Business Conduct and Ethics and our Audit Committee charter are available on our website at www.gentiva.com under the “Investors” section.

In addition to the reporting requirements under the Code of Business Conduct and Ethics, each year our directors and executive officers complete Directors and Officers Questionnaires identifying any transactions with us in which the executive officer or director or any immediate family members have an interest. Any such transactions or other related party transactions are reviewed by our General Counsel and, in consultation with our Chief Financial Officer, are brought to the attention of the Audit Committee as appropriate.

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