Exhibit 10.10
SECOND AMENDMENT TO
THE
GENTIVA HEALTH SERVICES,
INC.
2005 NONQUALIFIED RETIREMENT
PLAN
WHEREAS, Gentiva Health Services,
Inc. (the “Company”) maintains the Gentiva Health
Services, Inc. 2005 Nonqualified Retirement Plan (the
“Plan”); and
WHEREAS, Section 10.3 provides
that the Benefits Committee may amend the Plan from time to time,
to the extent that the amendment does not result in increased costs
to the Company; and
WHEREAS, the Benefits Committee
wishes to amend the Plan to clarify that the definition of Total
Compensation is the statutory safe harbor definition of
compensation under Section 415(c)(3) of the Internal Revenue
Code of 1986, as amended;
NOW THEREFORE, the Plan is amended
as follows:
FIRST
Section 2.30 is hereby amended
in its entirety to read as follows:
2.30 Total
Compensation means:
(a) As determined by the Plan
Administrator, an Employee’s wages, salaries, fees for
professional services, and other amounts received (without regard
to whether or not an amount is paid in cash) for personal services
actually rendered in the course of employment with the employer
maintaining the Plan, to the extent that the amounts are includible
in gross income (or to the extent amounts would have been received
and includible in gross income but for an election under Code
section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or
457(b)).
(b) In the case of an Employee who
is a self-employed individual within the meaning of Code section
401(c)(1) and the regulations issued thereunder, the term
“Total Compensation” means, as determined by the Plan
Administrator, the Employee’s earned income (as described in
Code section 401(c)(2) and the regulations issued thereunder), plus
amounts deferred at the election of the Employee that would be
includible in gross income but for the rules of Code section
402(e)(3), 402(h)(1)(B), 402(k), or 457(b).
(c) Total Compensation as defined in
subsections (a) and (b) above, as applicable, shall
exclude the
