ALMOST FAMILY, INC. 2007 STOCK AND INCENTIVE COMPENSATION PLAN

Exhibit 10.15

ALMOST FAMILY, INC.

2007 STOCK AND INCENTIVE COMPENSATION PLAN

FORM OF STOCK OPTION AGREEMENT

This is a STOCK OPTION AGREEMENT (the "Agreement") dated as of _______________, (the "Grant Date") by and between Almost Family, Inc. (the "Company"), and _________(the "Optionee").

Recitals

A.      The Board of Directors of the Company (the "Board") adopted the Almost Family, Inc. 2007 Stock and Incentive Compensation Plan (the "Plan") on May 25, 2007, and the Plan was approved by the Company’s shareholders on July 27, 2007.

B.        The Compensation Committee of the Board (the “Committee”) has determined that it is in the best interests of the Company and appropriate to the stated purposes of the Plan that the Company grant to the Optionee an option to purchase shares of the Company’s common stock ("Shares") pursuant and subject to the terms, definitions, and conditions of the Plan, in the form of a nonqualified option that is exempt from Code Section 409A.

C.        Any capitalized terms used but not defined herein shall have the respective meanings given them in the Plan, a copy of which is attached hereto and incorporated by reference herein in its entirety.

NOW, THEREFORE, the Company and the Optionee do hereby agree as follows:

SECTION 1 – GRANT OF OPTION

Subject to the terms and conditions of this Agreement, the Company hereby grants to the Optionee an option (the "Option") to purchase all or any part from time to time of Shares as set forth below:

SECTION 2 – OPTION PRICE

The Option Price hereunder is $______ per Share, which is not less than 100% of the Fair Market Value of a Share on the Grant Date.

SECTION 3 – DURATION OF OPTION

The Option shall become exercisable (vested) with respect to ____% [describe vesting schedule] of the Option Shares granted on the first annual anniversary of the Grant Date, and with respect to an additional ____% of the Option Shares granted on each of the ________ annual anniversaries. Once exercisable with respect to a number of Shares, the Option shall remain exercisable with respect to that number of Shares (subject to reduction for exercise) until the tenth anniversary of the Grant Date, subject to such shorter period as might apply under Sections 6 and 8 of this Agreement. The Optionee’s unexercised right to purchase shares of Option Stock shall cumulate and carry-over to subsequent twelve-month periods.

SECTION 4 – EXERCISE OF OPTION

During the Option Period, the Optionee may exercise the Option upon compliance with the following additional terms:

(a)        Method of Exercise . The Optionee shall exercise portions of the Option by written notice, which shall:

(i)        state the election to exercise the Option, the number of Shares in respect of which it is being exercised, and the Optionee’s address and Social Security Number;

(ii)       contain such representations and agreements, if any, as the Company’s Board or the Committee may require concerning the holder’s investment intent regarding such Shares;

(iv)      be in writing and delivered in person or by certified mail to the Chairman of the Committee.

(b)        Payment Upon Exercise of Option . Payment of the full Option Price for Shares upon which the Option is exercised, plus any income and employment tax withholding (if applicable), shall accompany the written notice of exercise described above. Payment may be made (i) in cash; (ii) by personal check; (iii) by transfer of other Shares which (A) in the case of Shares acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares with respect to which the Option or portion thereof is being exercised; or (iv) by surrender of Shares issuable upon the exercise of the Option having a Fair Market Value on the date of exercise equal to the aggregate exercise price of the shares with respect to which the Option or portion thereof is being exercised. The Company shall cause to be issued and delivered to the Optionee the certificate(s) representing such Shares as soon as practicable following the receipt of notice and payment described above.

SECTION 5 – NONTRANSFERABILITY OF OPTION

The Option shall not be transferable or assignable by the Optionee, except that Optionee can transfer the Option to a Permitted Transferee under Section 14.14 of the Plan. Upon any such transfer, the Permitted Transferee will be deemed the Optionee for purposes of exercise herunder, subject to applicable tax rules. The Option shall be exercisable, during the Optionee’s lifetime, only by him. The Option shall not be pledged or hypothecated in any way, and shall not be subject to execution, attachment, or similar process. Any attempted transfer, assignment, pledge, hypothecation, or other disposition of the Option contrary to the provisions hereof, and the levy of any process upon the Option, shall be null, void, and without effect.

SECTION 6 – EFFECT OF AMENDMENT, SUSPENSION,

OR TERMINATION OF EXISTING OPTIONS

The Board can amend or terminate the Plan at any time, and the Committee may amend your Option Agreement, but no amendment, suspension, or termination of the Plan will impair your Option without your consent, subject to the Company's right to fully vest and accelerate your option in the event of a Change in Control.

SECTION 7 – RESTRICTIONS ON ISSUING SHARES

Shares shall not be issued pursuant to the exercise of the Option unless the issuance and transferability of the Shares shall comply with all relevant provisions of law, including, but not limited to, the (i) limitations, if any, imposed by applicable state law, and (ii) restrictions, if any, imposed by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission. The Committee may, in its discretion, determine if such restrictions or such issuance of shares so complies with all relevant provisions of law.

SECTION 8 – EXERCISE AFTER TERMINATION OF SERVICE

After an Optionee’s Termination of Service due to death, Disability or Retirement on or after age 65, an Option may be exercised only with respect to the number of Shares which the Optionee could have acquired by an exercise of the Option immediately before the Termination of Service, but in no event after the expiration date of the Option as specified in Section 3. The right to exercise will expire at the earlier of the expiration of the Option Period or one year after the Employee’s death, Disability, or Retirement. ¹ Any Option exercised under this Section may be exercised by the legal representative of the estate of the Employee or by the person or persons

_________________________

¹  Where an Optionee has received Incentive Stock Options and terminates service due to Retirement, the right to exercise will expire three months after the Optionee's Retirement; provided, however, if an Incentive Stock Option is not exercised after three months, it will remain exercisable for the longer period allowed for Retirement (one year) as if it were a Nonqualified Stock Option and will be a Nonqualified Stock Option when exercised

who acquire the right to exercise such Option by bequest or inheritance. Ifthe Committee determines in the particular case that there was Cause for Termination of Service, the right to exercise the Option shall immediately terminate upon Termination of Service. Absent death, Disability, Retirement, or a finding of Cause, the Option shall remain exercisable for the shorter of the Option Period or three months following Termination of Service.

For purposes of this Agreement, “Cause” shall mean the Optionee’s (i) willful failure to perform such Optionee’s reasonably assigned duties; (ii) repeated gross negligence in performing such Optionee’s duties; (iii) illegal conduct in performing such Optionee’s duties; (iv) willful actions contrary to the Company’s interest; (v) repeated refusal to comply with the reasonable and lawful instructions of management of the Company or a Subsidiary; or (vi) violation of the obligations imposed on the Optionee under any confidentiality or solicitation covenants to which the Optionee is bound under the terms of this Agreement or otherwise.

SECTION 9 – ACKNOWLEDGEMENTS

The Optionee acknowledges receipt contemporaneously herewith of a copy of the Plan, and the Optionee accepts the Option subject to all the terms and provisions of the Plan. Any capitalized term used herein and not otherwise defined shall have the meaning given in the Plan. The Optionee acknowledges that nothing contained in the Plan or this Agreement shall (i) confer upon the Optionee any additional rights to continued employment by the Company, or any corporation related to the Company; or (ii) interfere in any way with the right of the Company to terminate the Optionee’s employment or change the Optionee’s compensation at any time.

SECTION 10 – TERM OF AGREEMENT

This Agreement shall terminate upon the earlier of (i) complete exercise or termination of the Option; (ii) mutual agreement of the parties; or (iii) expiration of the Option Period.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date set forth in the preamble hereto, but actually on the dates set forth below.

ALMOST FAMILY, INC.

ALMOST FAMILY, INC.

2007 STOCK AND INCENTIVE COMPENSATION PLAN

FORM OF STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS

This is a STOCK OPTION AGREEMENT (the "Agreement") dated as of