Exhibit 10.22
Amendment
to the Amended and
Restated
Almost Family, Inc. 2000 Stock
Option Plan
This is an Amendment to the Amended
and Restated Almost Family, Inc. 2000 Stock Option Plan (the
"Plan") made effective as of January 1, 2009 by Almost Family, Inc.
( the "Company").
WHEREAS, the Company maintains the
Plan; and
WHEREAS, 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 Amended and
Restated Almost Family, Inc. 2000 Stock Option Plan is hereby
amended as follows:
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1.
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The third sentence of Section 3.3 is amended to
read as follows:
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Any adjustment of an Option under
this Section shall be made in such a manner so as not to constitute
a "modification" within the meaning of Section 424(h) of the Code
(even though such section may not otherwise be
applicable).
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2.
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Section 3.3 is amended to add the following
sentence at the end thereof:
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Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Stock subject to an
Option.
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3.
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Section 4.2 is amended to add the following
sentence at the end thereof:
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All constructions of this Plan shall
be made in a manner the Committee believes consistent with Options
under the Plan not constituting “deferred compensation”
within the meaning of Code Section 409A, or, alternatively, to
comply with Code Section 409A's requirements, and, with respect to
Incentive Stock Options, consistent with the Code and Regulations
governing the preservation of their tax treatment.
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4.
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Section 8.1 is amended to read as
follows:
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8.1 Amendments and Termination. The Committee may
terminate, suspend, amend or alter the Plan, but no action of the
Committee may:
(a) Impair
or adversely affect the rights of an Optionee under
