Odyssey Healthcare Inc Sample Contracts

Odyssey Healthcare Inc – SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ODYSSEY HEALTHCARE, INC. (August 18th, 2010)

The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, County of Kent, Delaware 19904. The name of its Registered Agent at such address is CorpDirect Agents, Inc.

Odyssey Healthcare Inc – Page No. ARTICLE ONE. OFFICES 1 1. Registered Office 1 2. Other Offices 1 ARTICLE TWO. MEETINGS OF STOCKHOLDERS 1 1. Place 1 2. Time of Annual Meeting 1 3. Call of Special Meetings 1 4. Conduct of Meetings 1 5. Notice and Waiver of Notice 1 6. Business of Special Meeting 2 7. Quorum 2 8. Required Vote 2 9. Voting of Shares 2 10. Proxies 2 11. Stockholder List 3 12. Action Without Meeting 3 13. Fixing Record Date 3 14. Inspectors and Judges 3 ARTICLE THREE. DIRECTORS 4 1. Number, Election and Term 4 2. Vacancies 4 3. Powers 4 (August 18th, 2010)
Odyssey Healthcare Inc – FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and (August 13th, 2010)

THIS FIRST AMENDMENT (this “Amendment”) to the Agreement (as defined below) is dated August 9, 2010, to be effective as of May 23, 2010 (the “Amendment Effective Date”) and is made by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and W. Bradley Bickham (“Employee”).

Odyssey Healthcare Inc – FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and CRAIG P. GOGUEN (August 13th, 2010)

THIS FIRST AMENDMENT (this “Amendment”) to the Agreement (as defined below) is dated August 9, 2010, to be effective as of May 23, 2010 (the “Amendment Effective Date”) and is made by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Craig P. Goguen (“Employee”).

Odyssey Healthcare Inc – FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and BRENDA A. BELGER (August 13th, 2010)

THIS FIRST AMENDMENT (this “Amendment”) to the Agreement (as defined below) is dated August 9, 2010, to be effective as of May 23, 2010 (the “Amendment Effective Date”) and is made by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Brenda A. Belger (“Employee”).

Odyssey Healthcare Inc – FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and ROBERT A. LEFTON (August 13th, 2010)

THIS FIRST AMENDMENT (this “Amendment”) to the Agreement (as defined below) is dated August 9, 2010, to be effective as of May 23, 2010 (the “Amendment Effective Date”) and is made by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Robert A. Lefton (“Employee”).

Odyssey Healthcare Inc – FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and (August 13th, 2010)

THIS FIRST AMENDMENT (this “Amendment”) to the Agreement (as defined below) is dated August 9, 2010, to be effective as of May 23, 2010 (the “Amendment Effective Date”) and is made by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and R. Dirk Allison (“Employee”).

Odyssey Healthcare Inc – CONTACT: (July 28th, 2010)
Odyssey Healthcare Inc – AGREEMENT AND PLAN OF MERGER among GENTIVA HEALTH SERVICES, INC., GTO ACQUISITION CORP. and ODYSSEY HEALTHCARE, INC. Dated as of May 23, 2010 (May 24th, 2010)

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated May 23, 2010, among Gentiva Health Services, Inc., a Delaware corporation (“Parent”), GTO Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Odyssey HealthCare, Inc., a Delaware corporation (the “Company”).

Odyssey Healthcare Inc – AMENDMENT TO RIGHTS AGREEMENT (May 24th, 2010)

This First Amendment, dated as of May 23, 2010 (this “Amendment”), to the Rights Agreement, dated as of November 5, 2001 (the “Rights Agreement”), is made between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (successor rights agent to U.S. Stock Transfer Corporation), as Rights Agent (the “Rights Agent”).

Odyssey Healthcare Inc – AMENDMENT TO RIGHTS AGREEMENT (May 24th, 2010)

This First Amendment, dated as of May 23, 2010 (this “Amendment”), to the Rights Agreement, dated as of November 5, 2001 (the “Rights Agreement”), is made between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (successor rights agent to U.S. Stock Transfer Corporation), as Rights Agent (the “Rights Agent”).

Odyssey Healthcare Inc – 2001 EQUITY-BASED COMPENSATION PLAN (May 11th, 2010)

EXHIBIT 10.1 ------------ THIRD AMENDMENT TO THE ODYSSEY HEALTHCARE, INC. 2001 EQUITY-BASED COMPENSATION PLAN THIS THIRD AMENDMENT is made effective as of May 6, 2010 (the "Effective Date") by Odyssey HealthCare, Inc., a Delaware corporation (the "Company"). WITNESSETH: ----------- WHEREAS, the Company sponsors the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan (the "Plan") for the benefit of its eligible employees and their beneficiaries; WHEREAS, pursuant to Section 10(c) of the Plan the Board of Directors of the Company (the "Board") may amend or alter the Plan without the consent of stockholders or participants, provided that, any such a

Odyssey Healthcare Inc – CONTACT: (April 28th, 2010)
Odyssey Healthcare Inc – FIRST AMENDMENT TO THE ODYSSEY HEALTHCARE, INC. EMPLOYEE STOCK PURCHASE PLAN (March 10th, 2010)

WHEREAS, the Company adopted, effective April 1, 2002, the Odyssey Healthcare, Inc. Employee Stock Purchase Plan (the “Plan”) for the benefit of its employees;

Odyssey Healthcare Inc – RESTRICTED STOCK AWARD AGREEMENT (March 10th, 2010)

This Award Agreement sets forth the terms of the agreement between you and the Company with respect to the Restricted Shares. By accepting this Award Agreement, you agree to be bound by all of the terms hereof.

Odyssey Healthcare Inc – CONTACT: (February 17th, 2010)
Odyssey Healthcare Inc – CONTACT: (October 28th, 2009)
Odyssey Healthcare Inc – CONTACT: (August 4th, 2009)
Odyssey Healthcare Inc – CONTACT: (April 29th, 2009)
Odyssey Healthcare Inc – CONTACT: (February 18th, 2009)
Odyssey Healthcare Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and BRENDA A. BELGER Effective as of August 1, 2005 (unless otherwise specified herein) (December 24th, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated December 23, 2008, to be effective as of August 1, 2005 (unless otherwise specified herein) (the “Effective Date”), by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Brenda A. Belger (“Employee”).

Odyssey Healthcare Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 24th, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated December 23, 2008, to be effective as of August 1, 2005 (unless otherwise specified herein) (the “Effective Date”), by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and W. Bradley Bickham (“Employee”).

Odyssey Healthcare Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and CRAIG P. GOGUEN Effective as of August 20, 2007 (unless otherwise specified herein) (December 24th, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated December 23, 2008, to be effective as of August 20, 2007 (unless otherwise specified herein) (the “Effective Date”), by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Craig P. Goguen (“Employee”).

Odyssey Healthcare Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (December 24th, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated December 23, 2008, to be effective as of October 11, 2005 (unless otherwise specified herein) (the “Effective Date”), by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Robert A. Lefton (“Employee”).

Odyssey Healthcare Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and (December 24th, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated December 23, 2008, to be effective as of October 30, 2006 (unless otherwise specified herein) (the “Effective Date”), by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and R. Dirk Allison (“Employee”).

Odyssey Healthcare Inc – AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (November 10th, 2008)

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of November 7, 2008 (the “Execution Date”), and is by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually as Lender and as Agent for the Lenders (“Agent”), the other Lenders signatory hereto (each a “Lender” and collectively, the “Lenders”), ODYSSEY HEALTHCARE OPERATING A, LP, a Delaware limited partnership (“OpCoA”), ODYSSEY HEALTHCARE OPERATING B, LP, a Delaware limited partnership (“OpCoB”), HOSPICE OF THE PALM COAST, INC., a Florida not for profit corporation (“Palm Coast”), and VISTACARE, INC., a Delaware corporation (“VistaCare”; OpCoA, OpCoB, Palm Coast and VistaCare being referred to together as the “Borrowers” and each individually as a “Borrower”).

Odyssey Healthcare Inc – CONTACT: (October 28th, 2008)
Odyssey Healthcare Inc – CONTACT: (August 4th, 2008)
Odyssey Healthcare Inc – SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED BYLAWS OF ODYSSEY HEALTHCARE, INC. (May 20th, 2008)
Odyssey Healthcare Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (May 14th, 2008)

The following unaudited pro forma combined financial statements are based on Odyssey HealthCare, Inc.’s (“Odyssey”) historical consolidated financial statements, adjusted to give effect to discontinued operations, and VistaCare, Inc.’s (“VistaCare”) historical consolidated financial statements using their respective fiscal year-ends and adjusted to give effect to the February 28, 2008 VistaCare acquisition. The unaudited pro forma combined financial statements of operations for the year ended December 31, 2007 give effect to the VistaCare acquisition as if it had occurred on January 1, 2007. The unaudited pro forma combined financial statements of operations for the three months ended March 31, 2008 give effect to the VistaCare acquisition as if it had occurred on January 1, 2007. Odyssey and VistaCare have had no intercompany activity that would require elimination in preparing the unaudited proforma consolidated financial statements.

Odyssey Healthcare Inc – EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and FRANK ANASTASIO dated March 17, 2008 to be effective as of March 1, 2008 (March 21st, 2008)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on March 17, 2008 to be effective as of March 1, 2008 (the “Effective Date”), by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Frank Anastasio (“Employee”).

Odyssey Healthcare Inc – FORWARD-LOOKING STATEMENTS Certain statements contained in this presentation are forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements are based on management’s current expectations and are subject to known and unknown risks, uncertainties and assumptions which may cause the forward-looking events and circumstances discussed in this presentation to differ materially from those anticipated or implied by the forward-looking statements. Additional risks, uncertainties and assumptions include, but are not limited to, general market conditions (March 18th, 2008)

IMPROVES QUALITY OF LIFE . Prior studies have found that hospice improves quality of care . Mor and Kidder 1985 . National Hospice Organization 1995 . Miller et al. 2002, 2004 . Wu et al. 2003

Odyssey Healthcare Inc – FIRST AMENDMENT TO THE ODYSSEY HEALTHCARE, INC. EMPLOYEE STOCK PURCHASE PLAN (March 14th, 2008)

WHEREAS, the Company adopted, effective April 1, 2002, the Odyssey Healthcare, Inc. Employee Stock Purchase Plan (the “Plan”) for the benefit of its employees;

Odyssey Healthcare Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 28, 2008 among ODYSSEY HEALTHCARE OPERATING A, LP, ODYSSEY HEALTHCARE OPERATING B, LP, HOSPICE OF THE PALM COAST, INC., and OHC INVESTMENT, INC. (to be merged with and into VISTACARE, INC.) as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and a Lender, BANK OF AMERICA, N.A AND FIFTH THIRD BANK, as Co-Syndication Agents, and SUNTRUST BANK. AND COMPASS BANK, as Co-Documentation Agents GE CAPITAL MAR (March 4th, 2008)

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2008 among ODYSSEY HEALTHCARE OPERATING A, LP, a Delaware limited partnership (“OpCoA”), ODYSSEY HEALTHCARE OPERATING B, LP, a Delaware limited partnership (“OpCoB”), HOSPICE OF THE PALM COAST, INC., a Florida not for profit corporation (“Palm Coast”), OHC INVESTMENT, INC., a Delaware corporation (“AcquisitionCo”), to be merged with and into VISTACARE, INC., a Delaware corporation, (“Target”), the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as a Lender, and as Agent for Lenders; BANK OF AMERICA, N.A. and FIFTH THIRD BANK and, as Co-Syndication Agents; SUNTRUST BANK and COMPASS BANK, as Co-Documentation Agents; and the other Lenders signatory hereto from time to time.

Odyssey Healthcare Inc – STOCKHOLDER AGREEMENT (January 15th, 2008)

THIS STOCKHOLDER AGREEMENT, dated as of January 15, 2008 (this “Agreement”), is made and entered into by and among Odyssey HealthCare Holding Company, a Delaware corporation (“Parent”), OHC Investment, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”).