EXHIBIT 10.8
GENTIVA HEALTH SERVICES, INC.
STOCK & DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(As Amended and Restated as of January 1, 2004)
SECTION 1.
INTRODUCTION.
The Gentiva
Health Services, Inc. Stock & Deferred Compensation Plan
for
Non-Employee Directors (the "Plan")
provides for the deferral of a portion of
the annual retainer fees payable to
non-employee directors of Gentiva Health
Services, Inc. into Units which are deemed
invested in Shares. The Plan is
intended to encourage qualified individuals
to accept nominations as directors
of Gentiva Health Services, Inc. and to
strengthen the mutuality of interest
between the non-employee directors and
Gentiva Health Services, Inc.'s other
shareholders.
SECTION 2.
DEFINITIONS.
For purposes of
the Plan, the following terms shall be defined as set forth
below:
(a) "Annual Shareholders Meeting"
means the annual general meeting of the
Company's shareholders.
(b) "Board" means the Board of
Directors of the Company.
(c) "Calculation Date" means the date
as of which the number of Units to
be credited to an Account is to be calculated. Generally, the
Calculation Dates shall be March 1, June 1, September 1 and
December
1; PROVIDED, HOWEVER, that if a person shall become a Director
other
than at an Annual Shareholders Meeting, the first Calculation
Date
applicable to such Director shall be the Director's first day
of
service; and PROVIDED, FURTHER, that for purposes of calculating
the
number of Units allocable to the $11,250 additional retainer
described
in Section 4(a), the Calculation Date shall be January 2, 2004.
(d) "Code" means the Internal Revenue
Code of 1986, as amended from time
to time. References to any provision of the Code shall be deemed
to
include successor provisions thereto and regulations
thereunder.
(e) "Company" means Gentiva Health
Services, Inc., a corporation organized
under the laws of Delaware, or any successor corporation.
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(f) "Director" means a member of the
Board who is not employed by the
Company or any of its subsidiaries.
(g) "Plan" means this Stock &
Deferred Compensation Plan for Non-Employee
Directors.
(h) "Plan Benefits" means the benefits
described in Section 6 hereof.
(i) "Plan Year" means a period of
approximately twelve months beginning on
the date of the Annual Shareholders Meeting for a year and ending
on
the day immediately preceding the Annual Shareholders Meeting in
the
following year.
(j) "Shares" means Common Stock, $0.10
par value per share, of the
Company.
(k) "Unit" means a contractual right,
denominated in Shares, to receive
Shares of the Company, as described in this Plan.
SECTION 3.
ADMINISTRATION.
The Plan shall
be administered by the Board. The Board shall have full
authority to construe and interpret the
Plan, and any action of the Board with
respect to the Plan shall be final,
conclusive, and binding on all persons.
Subject to adjustment as provided in
Section 7(g) hereof, the total number of
Shares reserved for issuance under the Plan
shall be 150,000.
SECTION 4.
ANNUAL RETAINER DEFERRED INTO UNITS.
(a) GENERAL.
Beginning with the first Annual Shareholders Meeting held
after the Effective Date of this Plan, the
portion of each Director's annual
retainer fee to be deferred into Units for
a Plan Year shall be $30,000. For the
period from the Effective Date until the
date of the first Annual Shareholders
Meeting held after the Effective Date, each
Director shall receive an additional
retainer equal to $11,250. The additional
retainer shall be deferred into Units
as described in this Section 4.
(b) CALCULATING
THE NUMBER OF UNITS. The number of Units to be deferred and
credited to a Director's Account as of any
Calculation Date shall be $7,500 (or
in the case of a person who becomes a
Director other than at an Annual
Shareholder Meeting, a pro-rated amount
based on the number of days in the
calculation period the person will be a
Director) divided by the average closing
price of Shares on the principal stock
exchange or stock market on which the
Shares may be listed or admitted to trading
for the ten trading days immediately
preceding the Calculation Date, and the
resulting quotient shall be rounded to
the nearest whole Unit.
SECTION 5. UNIT
ACCOUNTS.
2
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The Company
shall maintain a Unit account (an "Account") for each Director.
Units will be credited to each such Account
as follows:
(a) CREDITING OF
UNITS. Units shall be credited as of the Calculation Date.
(b) DIVIDEND
EQUIVALENTS. If any dividends are payable on Shares, dividend
equivalents, equal to the dividend that
would have been payable on the Units
credited to a Director's Account as if such
Units had constituted Shares, shall
be paid to the Director in cash at the time
the corresponding dividends are paid
on Shares.
SECTION 6. PLAN
BENEFITS.
(a) FORM. The
Plan Benefit o
