Exhibit
10.1
AMENDMENT TO
EMPLOYMENT 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 Company and Executive
are parties to that certain Employment Agreement dated as of
November 12, 2008 (the “ Agreement ”),
and
WHEREAS, the Agreement is scheduled
to expire on December 31, 2009, and
WHEREAS, Tony Strange has been
appointed Chief Executive Officer of the Company, and
WHEREAS, Company desires that
Executive continue to serve as Chairman of the Company pursuant to
the terms of the Agreement, as modified herein, and Executive is
willing to continue to serve in that capacity.
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 first sentence of Section
1 of the Agreement is
hereby deleted and replaced with the following sentence:
Employment
. Upon the terms and subject to the
conditions of this Agreement, the Company hereby agrees to employ
Executive and Executive hereby agrees to his employment by the
Company until December 31, 2010 unless this Agreement is sooner
terminated as set forth herein.
2. The
fourth sentence of Subsection 2(b) of the Agreement is hereby deleted and replaced
with the following sentence:
Executive shall devote his full time
to the services required of him hereunder, except for vacation time
and reasonable periods of absence due to sickness, personal injury
or other disability, and shall use his best efforts, judgment,
skill and energy to perform such services in a manner consonant
with the duties of his position and to improve and advance the
business and interests of the Company and its subsidiaries;
provided however , that during any portion of the
Employment Period during which Executive is serving only as
Chairman of the Company, he shall devote such time to the services
hereunder as is necessary to perform his duties as Chairman, and as
reasonably required by the Company.
3. The
following sentence is added to the end of Subsection
3(b) of the
Agreement:
Notwithstanding the foregoing, the
Executive will not be entitled to receive an Annual Target Bonus
Opportunity for 2010.
4. The
following sentence is added to the end of Subsection
4(a)(iv) of the
Agreement:
For avoidance of any
doubt
