Executive Nonsolicitation, Noncompetition, and Confidentiality Agreement – Gentiva Health Services Inc.

EXECUTIVE NON-SOLICITATION, NON-COMPETITION

AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT dated as of October 26, 2009 by and between Gentiva Health
Services, Inc., a Delaware corporation (“Gentiva”), and Eric R. Slusser
(“Employee”).

W I T N E S S
E T H:

WHEREAS, Employee acknowledges that Gentiva is engaged in the highly
competitive business of providing home healthcare services and that Employee has
job responsibilities covering the areas in and around the locations listed in
Attachment 1 to this Agreement. Gentiva153s engagement in this business has
involved and continues to involve the expenditure of substantial amounts of
money and the use of skills developed over a long period of time. As a result of
these investments of money, skill and time, Gentiva has developed and will
continue to develop certain valuable Trade Secrets and Confidential Information
that are peculiar to Gentiva153s business and the disclosure of which would cause
Gentiva great and irreparable harm. Gentiva has also invested a great deal of
time and money in developing relationships with its employees, patients and
referral sources;

WHEREAS, Employee acknowledges that in rendering services to Gentiva,
Employee will be exposed to and learn much information about Gentiva153s business,
including valuable Confidential Information and Trade Secrets, which Employee
would not have access to if not for Employee153s employment with Gentiva and which
it would be unfair to disclose to others, or to use to Gentiva153s disadvantage;

WHEREAS, Employee acknowledges that the restrictions contained in this
Agreement are necessary and reasonable to protect Gentiva153s legitimate business
interests in its Trade Secrets, valuable Confidential Information, relationships
with its employees and relationships and goodwill with its patients and referral
sources; and

WHEREAS, Employee acknowledges that Employee153s skills, education and training
qualify Employee to work and obtain employment which does not violate this
Agreement and that the restrictions in this Agreement have been crafted as
narrowly as reasonably possible to protect Gentiva153s legitimate business
interests in its Trade Secrets, valuable Confidential Information, relationships
with its employees and relationships and good will with its patients and
referral sources.

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NOW, THEREFORE, in consideration of the mutual promises and obligations in
this Agreement, including but not limited to, Gentiva153s employing or continuing
to employ Employee as an at-will employee, and other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, Gentiva and Employee agree as follows:

1.	Non-Solicitation of Patients and Referral Sources

Employee agrees that during Employee153s employment with Gentiva and for a
period of one (1) year after termination of Employee153s employment with Gentiva
for any reason, except on behalf of Gentiva, Employee will not directly or
indirectly solicit, contact, call upon, communicate with or attempt to
communicate with any patient or referral source of Gentiva for the purpose of
providing home healthcare services. This restriction shall apply only to any
patient or referral source of Gentiva with whom Employee had Material Contact
during the last twelve months of Employee153s employment with Gentiva. “Material
Contact” for purposes of this Section 1 means contact between Employee and the
patient for the purpose of furthering the patient153s healthcare or contact
between Employee and the referral source for the purpose of furthering the
referral relationship.

2.	Non-Solicitation of Employees

Employee agrees that during Employee153s employment with Gentiva and for a
period of one (1) year after termination of Employee153s employment with Gentiva
for any reason, Employee will not recruit, hire or attempt to recruit or hire,
directly or by assisting others, any other employee of Gentiva with whom
Employee had Material Contact during Employee153s employment with Gentiva.
“Material Contact” for the purposes of this Section 2 means contact between
Employee and the other employee of Gentiva for the purpose of furthering
Gentiva153s business.

3.	Non-Competition

Employee agrees that during Employee153s employment with Gentiva and for a
period of one (1) year after termination of Employee153s employment with Gentiva
for any reason, except on behalf of Gentiva, Employee shall not, on Employee153s
own behalf or on another153s behalf, (i) work in a financial or management
capacity in the business of providing home healthcare services or (ii) own,
operate, control or provide services or financial assistance to any business
providing home healthcare services, except that Employee may own for investment
purposes only up to 1% of the capital stock of any such business whose stock is
publicly traded. These restrictions shall apply only within a 25 mile radius of
Employee153s primary place of employment with Gentiva located at 3350 Riverwood
Parkway, Atlanta, Georgia and a 15 mile radius of each Gentiva location listed
in Attachment 1 to this Agreement. Employee agrees that because of the nature of
Gentiva153s business, the nature of Employee153s job responsibilities, and the
nature of the

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Confidential Information and Trade Secrets of Gentiva to which Gentiva will
give Employee access, any breach of this provision by Employee would result in
the inevitable disclosure of Gentiva153s Trade Secrets and Confidential
Information to its direct competitors.

4.	Confidentiality

A. During Employee153s employment with Gentiva and at any time after the
termination of Employee153s employment with Gentiva for any reason, Employee will
not publish or disclose, use for Employee153s own benefit or the benefit of
others, or divulge or convey to others, any Trade Secrets of Gentiva or that of
third parties obtained by Employee in the course of Employee153s employment with
Gentiva. “Trade Secret” means any and all information, knowledge or data in any
form whatsoever, tangible or intangible, that is considered a trade secret under
applicable law. This promise of confidentiality is in addition to, and does not
limit, any common law or statutory rights of Gentiva to prevent disclosure of
its Trade Secrets.

B. Employee further agrees that during Employee153s employment with Gentiva and
for three (3) years after the termination of Employee153s employment with Gentiva
for any reason, Employee will not publish or disclose, use for Employee153s own
benefit or the benefit of others, or divulge or convey to others, any
Confidential Information of Gentiva. “Confidential Information” means any and
all proprietary business, financial and patient information in any form,
tangible or intangible, that is treated as confidential or secret by Gentiva,
but does not constitute a Trade Secret. This promise of confidentiality is in
addition to, and does not limit, any common law or statutory rights of Gentiva
to prevent disclosure of Confidential Information.

Upon termination of Employee153s employment with Gentiva or at any other time
at Gentiva153s request, Employee agrees to deliver promptly to Gentiva all Gentiva
property, including, but not limited to, patient lists or names, addresses and
services, patient background information, patient files, patient care
directives, all drawings, blueprints, manuals, letters, notes, notebooks,
reports, sketches, formulae, manufacturing processes, source codes, computer
programs, financial information and similar items, memoranda, referral sources,
patients or business lists and all other materials and all copies thereof
relating in any way to Gentiva153s business or patients and in any way obtained by
Employee during the period of Employee153s employment with Gentiva which are in
Employee153s possession, custody or control. Employee further agrees not to make
or retain any copies of any of the foregoing and will so represent to Gentiva
upon termination of Employee153s employment.

5.	Proprietary Information and Inventions

A. Employee agrees that any and all information and data originated by
Employee while employed by Gentiva and, where applicable, by other

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employees or associates under Employee153s direction or supervision in
connection with or as a result of Employee153s employment, shall be promptly
disclosed to Gentiva, shall become Gentiva153s property, and shall be kept
confidential by Employee. Any and all such information and data, reduced to
written, graphic, or other tangible form and any and all copies and
reproductions thereof shall be furnished to Gentiva upon request and in any case
shall be returned to Gentiva upon termination of Employee153s employment with
Gentiva.

B. Employee agrees that Employee will promptly disclose to Gentiva all
inventions or discoveries made, conceived, or for the first time reduced to
practice in connection with or as a result of the work and/or services Employee
performs for Gentiva.

C. Employee agrees that Employee will assign the entire right, title, and
interest in any such invention or inventions and any patents that may be granted
thereon in any country in the world concerning such inventions to Gentiva.
Employee further agrees that Employee will, without expense to Gentiva, execute
all documents and do all acts which may be necessary, desirable, or convenient
to enable Gentiva, at its expense, to file and prosecute applications for
patents on such inventions, and to maintain patents granted thereon.

6.	Non-Disparagement

Employee agrees that during Employee153s employment with Gentiva and for a
period of three (3) years following the termination of Employee153s employment
with Gentiva, Employee will not take any action or make any statement which
disparages Gentiva or its practices or which disrupts or impairs its normal
operations. Nothing in this provision shall limit any common law or statutory
rights of Gentiva or obligations of Employee.

7.	Equitable Relief

Employee acknowledges that the services to be rendered by Employee are of a
special and intellectual character, which gives them a peculiar value, that
Employee possesses unique skills, knowledge and ability, and that any breach of
the provisions of this Agreement would cause Gentiva irreparable injury which
would not reasonably or adequately be compensated by damages in an action at
law. Therefore, Employee agrees that Gentiva shall be entitled, in addition to
any other remedies it may have under this Agreement, at law, or otherwise, to
immediate injunctive and other equitable relief to prevent or curtail any breach
of this Agreement by Employee. In addition, in the event of a breach of this
Agreement by Employee, Employee agrees and acknowledges that Employee will
forfeit all options to purchase stock granted to Employee, vested or unvested
and/or the proceeds from the sale of stock obtained from options granted to
Employee during the term of Employee153s employment with Gentiva. Nothing in this
Agreement shall prohibit Gentiva from seeking or recovering any legal or
monetary damages to which it may be entitled if Employee breaches this

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Agreement. Employee agrees to pay any and all reasonable attorneys153 fees
incurred by Gentiva in successfully enforcing any covenant contained in this
Agreement.

8.	Severability

Employee and Gentiva expressly agree that the covenants and agreements
contained in this Agreement are separate, severable, and divisible, and in the
event any portion or portions of such paragraphs are declared invalid or
unenforceable, the validity of the remaining paragraphs of this Agreement will
not be affected. If any provision contained herein shall for any reason be held
excessively broad or unreasonable as to time, territory, or interest to be
protected, the court is hereby empowered and requested to construe said
provision by narrowing it, so as to make it reasonable and enforceable to the
extent provided under applicable law.

9.

Waiver

The waiver by Gentiva of a breach of any provision of this Agreement by
Employee shall not operate or be construed as a waiver of any subsequent breach
by Employee or of any of Gentiva153s rights hereunder.

10.	Entire Agreement

This Agreement contains the entire agreement between the parties with respect
to the subject matter contained in this Agreement. It may not be changed orally,
but only by an agreement in writing signed by the President of Gentiva and
Employee. This Agreement supersedes any prior or contemporaneous discussions,
negotiations, understandings, arrangements, or agreements between Gentiva and
Employee with respect to the subject matter contained in this Agreement.

11.	Future Employers

Employee agrees that Gentiva may notify anyone employing Employee or
evidencing an intention to employ Employee as to the existence and provisions of
this Agreement and may provide any such person or organization a copy of this
Agreement. Employee agrees that for a period of three (3) years after
termination of Employee153s employment with Gentiva for any reason, Employee will
provide Gentiva the identity of any employer Employee goes to work for along
with Employee153s job title and anticipated job duties with any such employer.
Employee further agrees to provide a copy of this Agreement to anyone who
employs Employee within three (3) years of the termination of Employee153s
employment with Gentiva.

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12.	Binding Effect

The covenants, terms, and provisions set forth in this Agreement shall inure
to the benefit of and be enforceable by Gentiva and its successors, assigns, and
successors-in-interest, including, without limitation, any corporation,
partnership, or other entity with which Gentiva may be merged or by which it may
be acquired. This Agreement may be assigned by Gentiva without Employee153s
consent. Employee may not assign Employee153s rights and obligations under this
Agreement to any other party.

13	Employment At-Will Relationship

Employee and Gentiva agree that nothing in this Agreement alters the at-will
nature of Employee153s employment relationship with Gentiva and that either
Employee or Gentiva may terminate the employment relationship at any time for
any reason. Employee further agrees that nothing in this Agreement limits
Gentiva153s right to alter or modify Employee153s job title or job duties and
responsibilities any time at Gentiva153s discretion.

IN WITNESS WHEREOF, this Agreement has been entered into as of the date first
above written.

GENTIVA HEALTH SERVICES, INC.
By:		/s/ Tony Strange
		Tony Strange
		Chief Executive Officer and President
/s/ Eric R. Slusser
Eric R. Slusser
As Employee

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[ATTACHMENT 1 omitted by Findlaw]