Exhibit
10.2
AMENDMENT TO
CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT (“
Amendment ”) dated as of September 3, 2009, is
entered into by and between Gentiva Health Services, Inc., a
Delaware corporation (the “ Company ”)
and Ronald A. Malone (the “ Executive
”).
WHEREAS, the Executive and the
Company are parties to that certain Change in Control Agreement
dated as of November 12, 2008 (the “ Agreement
”), and
WHEREAS, the Agreement is scheduled
to expire on December 31, 2009, and
WHEREAS, the Company wishes to
extend the term of the Agreement subject to the provisions set
forth herein, and Executive is willing to continue to serve the
Company.
NOW, THEREFORE, in consideration of
the mutual covenants herein contained, the Company and Executive
hereby amend the Agreement, effective January 1, 2010, as
follows:
1.
The date “December 31,
2009” in Section 1 of the Agreement is hereby deleted and replaced
with “December 31, 2010”.
2. The
date “December 31, 2009” in the last sentence of
Section 2 of the
Agreement is hereby deleted and replaced with “December 31,
2010”.
3. The
following clause is added to the end of Subsection
3(iv)(B) of the
Agreement:
provided , further , and notwithstanding the
foregoing, the dimunition or elimination of Executive’s
incentive or bonus compensation during 20
