Exhibit 10.21
AMENDMENT
TO
ALMOST FAMILY, INC.
NON-EMPLOYEE DIRECTORS
DEFERRED COMPENSATION PLAN
This is an Amendment to the Almost
Family, Inc. Non-Employee Directors Deferred Compensation Plan (the
"Plan") made effective as of January 1, 2009 by Almost Family, Inc.
(the "Company").
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A.
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The Company maintains the Plan; and
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B. The
Company wishes to amend and conform the written terms of the Plan
to the requirements of Section 409A of the Internal Revenue Code of
1986;
NOW, THEREFORE, the Almost Family,
Inc. Non-Employee Directors Deferred Compensation Plan is hereby
amended as follows:
Amendment
1. The
reference to Caretenders Health Corp. in Section 1.1 is replaced by
a reference to Almost Family, Inc., to reflect that Almost Family,
Inc. is the Plan sponsor.
2. The
first sentence of Section 3.1 is amended to read as follows, to
reflect a previous stock split (and not to increase the pool of
shares):
Subject to adjustment as provided in
Section 3.2, the number of shares of the Company’s common
stock, par value $0.10 per share ("Common Stock"), reserved for
issuance under the Plan is 200,000 shares.
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3.
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Section 6.1 is amended to read as
follows:
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Fair Market
Value . For purposes
of this Plan, the fair market value of the Common Stock on any date
shall be (i) if the Common Stock is listed on a national or
regional exchange, or on The NASDAQ Stock Exchange or a comparable
market, the closing price of the Common Stock on such date, or (ii)
if (i) above does not apply, the value determined in good faith by
the Committee by reasonable application of a reasonable valuation
method, considering any and all information the Committee
determines relevant, consistent with Internal Revenue Code ("Code")
Section 409A and Treasury Regulations thereunder.
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4.
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Section 8.2 is amended to read as
follows:
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Time for Payment of Deferred
Amounts .
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a. Payment of the amount in a
Participant Account shall be made upon the earlier to occur of (i)
60 days following the date the Participant has a Separation from
Service, (ii) the date selected by the Participant at the time of
making a Cash Election or Share Election (which date may be
different for the Cash Election and the Share Election) or (iii) 60
days following a Change in Control (as defined in Section 8.2b).
Payment shall be made in the form of a lump sum, with payment from
a Deferred Cash Account made in cash, and payment from a Deferred
Stock Account made in Common Stock (except for any Cash Credits
remaining in the Participant’s Deferred Stock Account, which
shall be paid in cash). The Participant shall not make any
contributions after a distribution under (ii) or (iii).
b. For purposes of the
