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Employee Stock Purchase Plan

This is an actual contract by Gentiva Health Services.

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The purpose of this Plan is to provide eligible employees the opportunity to purchase Gentiva Health Services, Inc. Common Stock on a basis that qualifies for the tax treatment prescribed by Section 423 of the Code.


The following terms, when used in the Plan, shall have the following meanings:

(a) "Board" or "Board of Directors" means the Board of Directors of the Company, as constituted from time to time.

(b) "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to a particular section of the Code include any successor provisions.

(c) "Committee" means the committee appointed by the Board of Directors to administer the Plan pursuant to the provisions of Section 3(a) below.

(d) "Common Stock" means common stock, par value $.10 per share, of the Company.

(e) "Company" means Gentiva Health Services, Inc., a Delaware corporation.

(f) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

(g) "Fair Market Value" on a particular date means the mean between the highest and lowest sales prices of a share of Common Stock on the principal stock exchange or stock market on which the Common Stock may be listed or admitted to trading. If there were no sales on such date, the respective prices on the most recent prior day on which sales were reported shall be used. If the foregoing method of determining fair market value should be inconsistent with Section 423 of the Code, "Fair Market Value" shall be determined by the Committee in a manner consistent with Section 423 of the Code and shall mean the value as so determined.

(h) "Offering" means a period, designated by the Committee in accordance with the provisions of Section 6 of the Plan, on the first day of which options will be granted to eligible employees pursuant to Section 8(a) of the Plan and on the last day of which such options will be deemed exercised or will expire, as applicable, in accordance with Section 8(b) of the Plan.

(i) "Participant" or "Participating Employee" means an employee of the Company or a Participating Subsidiary who is eligible to participate in an Offering under the Plan pursuant to Section 5 below and who elects to participate in such Offering in accordance with Section 6 below.

(j) "Participating Subsidiary" means, with respect to an Offering under the Plan, a Subsidiary the employees of which are authorized by the Committee as provided in Section 5 below to participate in such Offering.

(k) "Plan" means the Gentiva Health Services, Inc. Employee Stock Purchase Plan set forth herein, as amended from time to time.

(l) "Parent" means a parent corporation as defined in Section 424(e) of the Code, including a corporation which becomes such a parent in the future.

(m) "Subsidiary" means a subsidiary corporation as defined in Section 424(f) of the Code, including a corporation which becomes such a subsidiary in the future.


(n) "Total Compensation" means, with respect to any Offering, all remuneration, as defined in Section 3401(a) of the Code (for purposes of income tax withholding at the source), but determined without regard to any rules that limit remuneration included in wages based on the nature and location of employment or the services performed, for services paid to an employee during, or coincident with the end of, such Offering; PROVIDED, HOWEVER, that "Total Compensation" shall not include the following items (even if includable in gross income): (1) reimbursement or other expense allowances; (2) fringe benefits (cash and noncash); (3) moving expenses and gross up for taxes; (4) welfare benefits (including disability income from insurance policies); (5) payments on account of severance of the employee from employment; (6) payments on account of early retirement of the employee; (7) income arising from the grant or exercise of stock options; (8) restricted stock awards; and (9) distributions under this Plan.


(a) The Plan shall be administered by a committee of the Board consisting of two or more directors appointed from time to time by the Board.

(b) Subject to the provisions of the Plan, the powers of the Committee shall include having the authority, in its discretion, to:

(i) define, prescribe, amend and rescind rules, regulations, procedures,
terms and conditions relating to the Plan; and

(ii) interpret, administer and construe the Plan and make all other
determinations necessary or advisable for the administration of the Plan,
including but not limited to correcting defects, reconciling inconsistencies
and resolving ambiguities.

(c) The interpretation by the Committee of the terms and conditions of the Plan, and its administration of the Plan, and all action taken by the Committee, shall be final, binding and conclusive on the Company, its stockholders, Subsidiaries, all Participants and employees, and upon their respective successors and assigns, and upon all other persons claiming under or through any of them.

(d) Members of the Board, members of the Committee and persons to whom authority is delegated under Section 3(e) below acting under this Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross or willful misconduct in the performance of their duties.

(e) The Committee may delegate its authority to administer the Plan to any individuals as the Committee may determine and such individuals shall serve solely at the pleasure of the Committee. Any individuals who are authorized by the Committee to administer the Plan shall have the full power to act on behalf of the Committee, but shall at all times be subordinate to the Committee and the Committee shall retain ultimate authority for the administration of the Plan.


(a) Subject to paragraph (c) below, the aggregate number of shares of Common Stock which may be sold under the Plan is 1,200,000 shares of Common Stock.

(b) If the number of shares of Common Stock that Participating Employees become entitled to purchase is greater than the number of shares of Common Stock that are offered in a particular Offering or that remain available under the Plan, the available shares of Common Stock shall be allocated by the Committee among such Participating Employees in such manner as it deems fair and equitable.

(c) In the event of any change in the Common Stock, through recapitalization, merger, consolidation, stock dividend or split, combination or exchange of shares, spinoff or otherwise, the


Committee may make such equitable adjustments in the Plan and the then outstanding Offerings as it deems necessary and appropriate including, but not limited to, changing the number of shares of Common Stock reserved under the Plan, and the purchase price of shares in the cu
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