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Exhibit
10.3
GENTIVA HEALTH SERVICES,
INC.
STOCK & DEFERRED
COMPENSATION PLAN
FOR NON-EMPLOYEE
DIRECTORS
(As Amended and Restated as
of December 31, 2007
To Comply With Code
Section 409A)
SECTION 1.
INTRODUCTION.
The Gentiva Health Services,
Inc. Stock & Deferred Compensation Plan for Non-Employee
Directors (the “Plan”) provides for the deferral of a
portion of the annual retainer fees payable to non-employee
directors of Gentiva Health Services, Inc. into Units which are
deemed invested in Shares. The Plan is intended to encourage
qualified individuals to accept nominations as directors of Gentiva
Health Services, Inc. and to strengthen the mutuality of interest
between the non-employee directors and Gentiva Health Services,
Inc.’s other shareholders.
SECTION 2.
DEFINITIONS.
For purposes of the Plan, the
following terms shall be defined as set forth below:
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(a) |
“Annual Shareholders Meeting” means the annual
general meeting of the Company’s shareholders. |
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(b) |
“Board” means the Board of Directors of the
Company. |
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(c) |
“Calculation Date” means the date as of which the
number of Units to be credited to an Account is to be calculated.
Generally, the Calculation Dates shall be
March 1, June 1, September 1 and
December 1; PROVIDED, HOWEVER, that if a person shall become a
Director other than at an Annual Shareholders Meeting, the first
Calculation Date applicable to such Director shall be the
Director’s first day of service. |
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(d) |
“Code” means the Internal Revenue Code of 1986, as
amended from time to time. References to any provision of the Code
shall be deemed to include successor provisions thereto and
regulations thereunder. |
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(e) |
“Company” means Gentiva Health Services, Inc., a
corporation organized under the laws of Delaware, or any successor
corporation. |
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(f) |
“Director” means a member of the Board who is not
employed by the Company or any of its subsidiaries. |
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(g) |
“Plan” means this Stock & Deferred
Compensation Plan for Non-Employee Directors. |
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(h) |
“Plan Benefits” means the benefits described in
Section 6 hereof. |
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(i) |
“Plan Year” means a period of approximately twelve
months beginning on the date of the Annual Shareholders Meeting for
a year and ending on the day immediately preceding the Annual
Shareholders Meeting in the following year. |
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(j) |
“Separation from Service” means a good-faith and
complete termination of the contractual relationship under which
services are performed for the Company and all of its subsidiaries.
Whether a Separation from Service has occurred will be determined
in accordance with the guidance issued under Code section
409A. |
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(k) |
“Shares” means Common Stock, $0.10 par value per
share, of the Company. |
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(l) |
“Specified Employee” means a Director who, as of
the date of the Director’s Separation from Service, is a
specified employee of the Company and its affiliates as determined
under the Specified Employee Determination Policy established by
the Company and maintained in accordance with the guidance issued
under Code section 409A. |
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(m) |
“Unit” means a contractual right, denominated in
Shares, to receive Shares of the Company, as described in this
Plan. |
SECTION 3.
ADMINISTRATION.
The Plan shall be
administered by the Board. The Board shall have full authority to
construe and interpret the Plan, and any action of the Board with
respect to the Plan shall be final, conclusive, and binding on all
persons. Subject to adjustment as provided in Section 7(g)
hereof, the total number of Shares reserved for issuance under the
Plan shall be 300,000.
SECTION 4. ANNUAL
RETAINER DEFERRED INTO UNITS.
(a) GENERAL. The portion of
each Director’s annual retainer fee to be deferred into Units
for a Plan Year shall be $55,000.
(b) CALCULATING THE NUMBER OF
UNITS. The number of Units to be deferred and credited to a
Director’s Account as of any Calculation Date shall be
$13,750 (or in the case of a person who becomes a Director other
than at an Annual Shareholders Meeting, a pro-rated amount based on
the number of days in the calculation period the person will be a
Director) divided by the average closing price of S
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