EXHIBIT 10.1

                          GENTIVA HEALTH SERVICES, INC.
                           2004 EQUITY INCENTIVE PLAN
                          NOTICE OF STOCK OPTION GRANT

Name of Optionee:

# of Shares Subject to Option: xxx shares of common stock, par value $.10
                               ("Shares") of Gentiva Health Services, Inc. (the
                               "Company").

Type of Option:            [Incentive Stock Option or Nonqualified Stock Option]

Exercise Price Per Share:  $xxx

Date of Grant:             ((GrantDate))

Date Exercisable: This option may be exercised to the extent the Shares subject
                  to this option have vested at any time after the Date of
                  Grant.

Vesting Commencement Date: ((VestComDate))

Vesting Schedule:    This option vests with respect to the total number of
                     Shares subject to this option in accordance with the
                     schedule below provided the Optionee's Service with the
                     Company has not terminated prior to the vesting date.

                     [Vesting Dates - ratable or cliff vesting with full vesting
                     3-6 years after Vesting Commencement Date]

Vesting Accelerator: This option vests with respect to 100% of the Shares
                     subject to this option upon a Change of Control (as defined
                     in the Stock Option Agreement).

Forfeiture:          Unless the Committee shall otherwise provide at the time
                     Service terminates, this option (whether vested or
                     unvested) shall automatically terminate and be forfeited
                     upon the Optionee's termination of Service for Cause (or
                     upon the date Service terminates if Cause exists on such
                     date). This termination and forfeiture shall apply to the
                     extent this option is exercised if Shares have not yet been
                     delivered to the Optionee in respect of such exercise, and
                     the Company shall return to the Optionee the amount of any
                     exercise price paid in respect of such exercise.

Expiration Date:     ((ExpirDate)). This option shall expire sooner than the
                     Expiration Date if the Optionee's Service terminates as
                     described in the Stock Option Agreement unless prior to
                     such date there is a Change of Control, in which case this
                     option shall expire on the Expiration Date.

By signing your name below, you accept this option and acknowledge and agree
that this option is granted under and governed by the terms and conditions of
Gentiva Health Services, Inc.'s 2004 Equity Incentive Plan and the Stock Option
Agreement reference number 001, both of which are hereby made a part of this
document.

<TABLE>
<CAPTION>
OPTIONEE:                                                GENTIVA HEALTH SERVICES, INC.

<S>                                               <C>    <C>
--------------------------------------------      By:    --------------------------------------------


                                                  Title:
                                                         --------------------------------------------
</TABLE>
<PAGE>

                          GENTIVA HEALTH SERVICES, INC.
                           2004 EQUITY INCENTIVE PLAN
                        NOTICE OF RESTRICTED STOCK AWARD

Name of Grantee:

# of Shares Subject to Award: xxx shares of common stock, par value $.10
                              ("Shares") of Gentiva Health Services, Inc. (the
                              "Company").

Purchase Price Per Share:  $xxx

Date of Grant:             ((GrantDate))

Vesting Commencement Date: ((VestComDate))

VestingSchedule:       Shares subject to this Award shall be subject to a Right
                       of Repurchase which shall lapse (and this Award shall
                       vest) in accordance with the vesting schedule set forth
                       below, provided the Grantee's Service with the Company
                       has not terminated prior to the vesting date.

                       [Vesting Dates - ratable or cliff vesting with full
                       vesting 3-6 years after Vesting Commencement Date]

Vesting Accelerator:   In the event of a Change of Control, the Right of
                       Repurchase shall immediately lapse, and this Award shall
                       immediately vest, with respect to 100% of the Shares
                       subject to this Award.

Transfer Restrictions: Shares granted herein may not be Transferred until the
                       Company's Right of Repurchase lapses as provided herein.

By signing your name below, you accept this award and acknowledge and agree that
this award is granted under and governed by the terms and conditions of Gentiva
Health Services, Inc.'s 2004 Equity Incentive Plan and the Restricted Stock
Award Agreement reference number 001, both of which are hereby made a part of
this document.

<TABLE>
<CAPTION>
GRANTEE:                                           GENTIVA HEALTH SERVICES, INC.

<S>                                                <C>    <C>
                                                   By:
--------------------------------------------              --------------------------------------------

                                                   Title:
                                                          --------------------------------------------
</TABLE>
<PAGE>

                          Gentiva Health Services, Inc.
                           2004 EQUITY INCENTIVE PLAN
                             STOCK OPTION AGREEMENT
                                  REFERENCE 001

SECTION 1. GRANT OF OPTION.

(a) Option. On the terms and conditions set forth in this Agreement and each
Notice of Stock Option Grant referencing this Agreement (the "Notice"), the
Company grants to the Optionee on the Date of Grant an option to purchase at the
Exercise Price a number of Shares, all as set forth in the Notice. Each such
Notice, together with this referenced Agreement, shall be a separate option
governed by the terms of this Agreement.

(b) Designation of Option. This option is intended to be an Incentive Stock
Option or a Nonqualified Stock Option, as provided in the Notice. If this option
is designated an Incentive Stock Option in the Notice but the $100,000 annual
limitation under Section 422(d) of the Code is exceeded, this option shall be
treated as a Nonqualified Stock Option.

(c) Equity Incentive Plan and Defined Terms. This option is granted under and
subject to the terms of the Plan, which is incorporated herein by this
reference. Capitalized terms are defined in Section 9 of this Agreement.

SECTION 2. RIGHT TO EXERCISE.

Subject to the conditions set forth in this Agreement, all or part of this
option may be exercised prior to its expiration at the time or times set forth
in the vesting provisions of the Notice.

SECTION 3. TRANSFER OR ASSIGNMENT OF OPTION.

This option shall be exercisable during the Optionee's lifetime, only by the
Optionee. This option and the rights and privileges conferred hereby shall not
be sold, pledged or otherwise transferred (whether by operation of law or
otherwise) other than by will or the laws of descent and distribution and shall
not be subject to sale under execution, attachment, levy or similar process.

SECTION 4. EXERCISE PROCEDURES.

(a) Notice of Exercise. The Optionee or the Optionee's representative may
exercise this option by giving written notice to the Company specifying the
election to exercise this option, the number of Shares for which it is being
exercised and the form of payment. The Notice of Exercise shall be signed by the
person exercising this option. In the event that this option is being exercised
by the Optionee's representative, the notice shall be accompanied by proof
(satisfactory to the Company) of the representative's right to exercise this
option. The Optionee or the Optionee's representative shall deliver to the
Company, at the time of giving the notice, payment in a form permissible under
Section 5 hereof for the full amount of the Purchase Price.
<PAGE>

Notwithstanding the foregoing, if the Company contracts with an agent for
processing option exercises, the Company or its agent may provide for
alternative methods of providing notice of exercise.

(b) Issuance of Common Stock. After receiving a proper notice of exercise and
payment, the Company shall cause to be issued the Shares as to which this option
has been exercised. Shares may be issued in such manner as the Committee may
deem appropriate, including book-entry registration or issuance of one or more
stock certificates registered in the name of the person exercising this option
(or in the names of such person and his or her spouse as community property or
as joint tenants with right of survivorship).

(c) Withholding Requirements. As a condition to the Optionee's exercise of this
option, the Company may withhold any tax (or other governmental obligation)
arising from the exercise of this option and the Optionee shall make
arrangements satisfactory to the Company to enable it to satisfy all such
withholding requirements. The Optionee shall also make arrangements satisfactory
to the Company to enable it to satisfy any withholding requirements that may
arise in connection with the vesting or disposition of Shares purchased by
exercising this option.

SECTION 5. PAYMENT FOR SHARES.

(a) Generally. All or part of the Purchase Price may be paid by the Optionee by
a certified bank check payable to the order of the Company or its agent, wire
transfer or delivery of Shares already owned by the Optionee in an amount equal
to the Purchase Price; provided, however, that any Shares delivered shall have
been held by the Optionee for at least six (6) months.

(b) Alternative Methods of Payment. At the sole discretion of the Committee, all
or any part of the Purchase Price and any applicable withholding requirements
may be paid by any alternative method selected by the Committee. The Committee's
exercise of its discretion to allow the Optionee to pay the exercise price
pursuant to an alternative method shall not bind the Committee to permit such
alternative method of payment for the remainder of this option or with respect
to any other Option or optionee under the Plan.

SECTION 6. TERM AND EXPIRATION.

(a) Basic Term. Subject to earlier termination in accordance with subsection (b)
below, the exercise period of this option shall expire on the Expiration Date
set forth in the Notice.

(b) Termination of Service. If the Optionee's Service terminates for any reason
(except as otherwise set forth in the Notice), then this option shall expire on
the earliest of the following occasions (or such later date as the Committee may
determine):

          (i) The Expiration Date set forth in the Notice;

          (ii) The date ninety (90) days after the termination of the Optionee's
     Service for any reason other than death, Disability, or Retirement;

          (iii) The date twelve (12) months after the Optionee's death,
     Disability or Retirement; or


                                       2
<PAGE>

          (iv) The date Optionee's Service is terminated for Cause or if Cause
     exists on the date of such termination of Service;

provided, however, that in the event of a Change of Control, this option shall
expire only on the Expiration Date set forth in the Notice.

The Optionee (or in the case of the Optionee's death or Disability, the
Optionee's representative) may exercise all or part of this option at any time
before its expiration under the preceding sentence, but only to the extent that
this option had become exercisable for vested Shares on or before the date the
Optionee's Service terminates. When the Optionee's Service terminates, this
option shall expire immediately with respect to the number of Shares for which
this option is not yet vested.

(c) Leaves of Absence. For any purpose under this Agreement, Service shall be
deemed to continue while the Optionee is on a bona fide leave of absence, if
such leave was approved by the Company in writing or if continued crediting of
Service for such purpose is expressly required by the terms of such leave or by
applicable law (as determined by the Company).

(d) Notice Concerning Incentive Stock Option Treatment. If this option is
designated as an Incentive Stock Option in the Notice, it ceases to qualify for
favorable tax treatment as an Incentive Stock Option to the extent it is
exercised (i) more than three (3) months after the date the Optionee ceases to
be an Employee for any reason other than death or permanent and total disability
(as defined in Section 22(e)(3) of the Code), (ii) more than twelve (12) months
after the date the Optionee ceases to be an Employee by reason of such permanent
and total disability or (iii) after the Optionee has been on a leave of absence
for more than ninety (90) days, unless the Optionee's reemployment rights are
guaranteed by statute or by contract.

SECTION 7. ADJUSTMENT OF SHARES.

(a) Adjustment Generally. If there shall be any change in the common stock of
the Company, through merger, consolidation, reorganization, recapitalization,
stock or special one-time cash dividend, stock split, reverse stock split, split
up, spin-off, combination of shares, exchange of shares, dividend in kind or
other like change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company, an adjustment shall be made to this
Option so that it shall thereafter be exercisable for such securities, cash
and/or other property as would have been received in respect of the Shares
subject to this Option had the Option been exercised in full immediately prior
to such change or distribution, and such an adjustment shall be made
successively each time any such change shall occur.

(b) Modification of Option. In the event of any change or distribution described
in Section 7(a) above, in order to prevent dilution or enlargement of the
Optionee's rights under this Option, the Committee may adjust, in an equitable
manner, the number and kind of Shares that may be issued under this Option, the
Exercise Price of this Option, and the Fair Market Value of Shares applicable to
this Option. Appropriate adjustments may also be made by the Committee to this
Option to reflect such changes or distributions and to modify any other terms of
this Option on an equitable basis, including, to the extent applicable,
modifications of performance targets and changes in the length of performance
periods; provided, however, that any such arithmetic adjustment to an Option
intended to satisfy the requirements of Section 162(m) of the


                                       3
<PAGE>

Code shall not cause the amount of compensation payable thereunder to be
increased from what otherwise would have been due upon attainment of the
unadjusted award.

SECTION 8. MISCELLANEOUS PROVISIONS.

(a) Rights as a Shareholder. Neither the Optionee nor the Optionee's
representative shall have any rights as a shareholder with respect to any Shares
subject to this option until the Optionee or the Optionee's representative
becomes entitled to receive such Shares by (i) filing a notice of exercise, and
(ii) paying the Purchase Price as provided in this Agreement.

(b) No Right to Continued Service. Nothing in the Notice, Agreement or Plan
shall confer upon the Optionee any right to continue in Service for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Company (or any Parent or Subsidiary employing or retaining the
Optionee) or of the Optionee, which rights are hereby expressly reserved by
each, to terminate his or her Service at any time and for any reason, with or
without cause.

(c) Notification. Any notification required by the terms of this Agreement shall
be given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. A notice shall be addressed to the Company at its
principal executive office and to the Optionee at the address that he or she
most recently provided to the Company.

(d) Entire Agreement. The Notice, this Agreement and the Plan constitute the
entire contract between the parties hereto with regard to the subject matter
hereof. They supersede any other agreements, representations or understandings
(whether oral or written and whether express or implied) which relate to the
subject matter hereof.

(e) Waiver. No waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other or subsequent breach or condition whether of
like or different nature.

(f) Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and
upon the Optionee, the Optionee's assigns and the legal representatives, heirs
and legatees of the Optionee's estate, whether or not any such person shall have
become a party to this Agreement and have agreed in writing to be join herein
and be bound by the terms hereof.

(g) Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of
laws).

SECTION 9. DEFINITIONS.

(a) "Agreement" shall mean this Stock Option Agreement.

(b) "Board of Directors" shall mean the Board of Directors of the Company, as
constituted from time to time.

(c) "Cause" shall mean the following:


                                       4
<PAGE>

     (i)   any conviction or plea of guilty or nolo contendere to a felony,

     (ii)  any act of willful fraud, dishonesty or moral turpitude, or

     (iii) any willful and material breach of any written policy or any
     confidential or proprietary information, non-compete or non-solicitation
     covenant for the benefit of the Company.

(d) "Change of Control" shall be deemed to have occurred upon any of the
following events:

          (i) Any person or persons acting together which would constitute a
     "group" for purposes of Section 13(d) of the Exchange Act (other than the
     Company or any subsidiary and other than "permitted holders", as defined
     below) shall "beneficially own" (as defined in Rule 13d-3 under the
     Exchange Act), directly or indirectly, at least twenty-five percent (25%)
     of the total voting power of all classes of capital stock of the Company
     entitled to vote generally in the election of the Board;

          (ii) Either (A) "current directors", as defined below, shall cease for
     any reason to constitute at least a majority of the members of the Board
     (for these purposes, a current director shall mean any member of the Board
     as of the Effective Date, and any successor of a current director whose
     election, or nomination for election by the Company's shareholders was
     approved by at least two-thirds (2/3) of the current directors then on the
     Board), or (B) at any meeting of the shareholders of the Company called for
     the purpose of electing directors, a majority of the persons nominated by
     the Board for election as directors shall fail to be elected;

          (iii) Consummation of (A) a plan of complete liquidation of the
     Company, or (B) a merger or consolidation of the Company (x) in which the
     Company is not the continuing or surviving corporation (other than a
     consolidation or merger with a wholly-owned subsidiary of the Company in
     which all shares of common stock outstanding immediately prior to the
     effectiveness thereof are changed into or exchanged for common stock of the
     subsidiary) or (y) pursuant to which the common stock is converted into
     cash, securities or other property, except in either case, a consolidation
     or merger of the Company in which the holders of the common stock
     immediately prior to the consolidation or merger have, directly or
     indirectly, at least a majority of the common stock of the continuing or
     surviving corporation immediately after such consolidation or merger or in
     which the Board immediately prior the merger or consolidation would,
     immediately after the merger or consolidation, constitute a majority of the
     board of directors of the continuing or surviving corporation; or

          (iv) The consummation of a sale or other disposition (in one
     transaction or a series of transactions) of all or substantially all of the
     assets of the Company.

For purposes of this Section 9(d), "permitted holders" shall mean Miriam Olsten,
Stuart Olsten, and Cheryl Olsten, and each of their spouses, their lineal
descendants and their estates and their "affiliates" or "associates" (as defined
in Rule 12b-2 of the Exchange Act), collectively, the


                                       5
<PAGE>

"Olsten Stockholders"), so long as the Olsten Stockholders beneficially own 20%
or less of the voting power of all classes of the capital stock of the Company
entitled to vote generally in the election of the Board.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

(f) "Committee" shall means the committee of the Board of Directors responsible
for administering the Plan, as described in Section 2(a) of the Plan.

(g) "Company" shall mean Gentiva Health Services, Inc., a Delaware corporation,
and any successor thereto.

(h) "Date of Grant" shall mean the date specified in the Notice, which date
shall be the later of (i) the date on which the Committee or any person to whom
the Committee has duly authorized to make this grant resolved to grant this
option or (ii) the first day of the Optionee's Service.

(i) "Disability" shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment as determined by the Committee in its sole discretion.

(j) "Employee" shall mean any individual who is a common-law employee of the
Company, a Parent or a Subsidiary.

(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(l) "Exercise Price" shall mean the amount for which one Share may be purchased
upon exercise of this option, as specified in the Notice.

(m) "Fair Market Value" shall mean the amount determined by the Committee as the
fair market value of a Share of the common stock of the Company, except that for
purposes of settling the amount due in respect of any award in connection with a
Change of Control, fair market value shall mean the consideration paid in
connection with the Change of Control.

(n) "Incentive Stock Option" shall mean an employee incentive stock option
described in Section 422(b) of the Code.

(o) "Nonqualified Stock Option" shall mean a stock option not described in
Sections 422(b) of the Code.

(p) "Notice" shall have the meaning described in Section 1(a) of this Agreement.

(q) "Optionee" shall mean the person named in the Notice.

(r) "Parent" shall mean a "parent corporation" as defined in Section 424(e) of
the Code.

(s) "Plan" shall mean Gentiva Health Services, Inc.'s 2004 Equity Incentive
Plan.


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<PAGE>

(t) "Purchase Price" shall mean the Exercise Price multiplied by the number of
Shares with respect to which this option is being exercised.

(u) "Retirement" shall mean termination of Service (i) at age 55 or later with
ten (10) or more years of Service, (ii) at age 62 or later with five (5) or more
years of Service, or (iii) at age 65 or later.

(v) "Service" shall mean service as an Employee. For any purpose under this
Agreement, Service shall be deemed to continue while the Optionee is on a bona
fide leave of absence, if such leave was approved by the Company in writing or
if continued crediting of Service for such purpose is expressly required by the
terms of such leave or by applicable law (as determined by the Company).

(w) "Shares" shall mean shares of the common stock of the Company, par value
$.10.

(x) "Subsidiary" shall mean a "subsidiary corporation" as defined in Section
424(f) of the Code.


                                       7
<PAGE>

                          Gentiva Health Services, Inc.
                           2004 EQUITY INCENTIVE PLAN
                           RESTRICTED STOCK AGREEMENT
                                  REFERENCE 001

SECTION 1. GRANT OF RESTRICTED STOCK AWARD.

(a) Restricted Stock Award. On the terms and conditions set forth in this
Agreement and each Notice of Restricted Stock Award referencing this Agreement
(the "Notice"), the Company hereby grants the Grantee the number of shares of
common stock (the "Granted Shares"), par value $.10 per share, of the Company at
the Purchase Price and under the terms set forth in the Notice. Each such
Notice, together with this referenced Agreement, shall be a separate restricted
stock award governed by the terms of this Agreement.

(b) Equity Incentive Plan and Defined Terms. This award is granted under and
subject to the terms of the Plan, which is incorporated herein by this
reference. Capitalized terms are defined in Section 6 of this Agreement.

(c) Duration of this Agreement. This Agreement shall apply to the Shares granted
pursuant to this award until the date this award has vested and the Company
shall no longer have a Right of Repurchase.

SECTION 2. ISSUANCE OF SHARES

(a) Stock Certificates. Upon payment of the purchase price set forth in the
Notice for the Shares (if any), the Company shall cause to be issued a
certificate for the Granted Shares representing this award, registered in the
name of the Grantee (or in the names of such person and his or her spouse as
community property or as joint tenants with right of survivorship) or to provide
such other evidence of ownership (e.g., issuance of Shares on an uncertificated
basis) permitted by law.

(b) Shareholder Rights. Until such time as the Company exercises the Right of
Repurchase, the Grantee (or any successor in interest) shall have all the rights
of a shareholder (including, without limitation, voting, dividend and rights in
liquidation) with respect to the Granted Shares, subject, however, to the
restrictions of this Agreement.

(c) Escrow. At the Company's option, for so long as Granted Shares are subject
to the Right of Repurchase (and, at the Company's election even if the Granted
Shares are not subject to the Right of Repurchase), the Company shall cause such
certificate or certificates to be deposited in escrow. The Grantee shall deliver
to the Company a duly-executed blank Stock Power (in the form attached hereto as
Exhibit A). All regular cash dividends paid on Granted Shares shall also be held
in escrow and shall be paid at such time as the Granted Shares to which the
dividends related are released. Granted Shares together with any other assets or
securities related thereto and held in escrow hereunder, shall be (i)
surrendered to the Company for repurchase and cancellation upon the Company's
exercise of its Right of Repurchase, or (ii) released to the

<PAGE>

Grantee upon the Grantee's request to the extent the Granted Shares are not
Restricted Shares (but not more frequently than once every six (6) months). In
any event, following termination of Grantee's Service, all Granted Shares which
have vested (and any other vested assets and securities attributable thereto)
shall be released within sixty (60) days after such Granted Shares cease to be
Restricted Shares. At the Company's option any new, substituted or additional
securities or other property described in Section 3(e) below shall be
immediately delivered to the Company to be held in escrow, but only to the
extent the related Shares are at the time Restricted Shares or such related
Shares are also held in escrow.

(d) Section 83(b) Election. Section 83 of the Code provides that the Grantee is
not subject to federal income tax until the Right of Repurchase with respect to
the Granted Shares lapses. If the Grantee chooses, the Grantee may make an
election under Section 83(b) of the Code, which would cause the Grantee to
recognize income in the amount of the excess (if any) of the Fair Market Value
of the award (determined as of the date of the award) over the Purchase Price
(if any) will be subject to federal income tax. If the Grantee desires to make a
Section 83(b) election, Grantee must file a Section 83(b) election with the
Internal Revenue Service within thirty (30) days after the date of this award -
even if no tax is required to be paid because the Fair Market Value of the
Restricted Shares on the date of the award equals the Purchase Price paid or
equals $0. The form for making a Section 83(b) election is attached as Exhibit
B. The Grantee acknowledges that it is the Grantee's sole responsibility to
timely file the Section 83(b) election and that failure to file a Section 83(b)
election within the applicable thirty (30) day period may result in the
recognition of ordinary income when the Right of Repurchase lapses.

(e) Withholding Requirements. As a condition to the grant of this award, the
Company may withhold any tax (or other governmental obligation) arising from the
grant of this award, the filing of a Section 83(b) election, or the lapse of the
Right of Repurchase and the Grantee shall make arrangements satisfactory to the
Company to enable it to satisfy all such withholding requirements.

SECTION 3. RIGHT OF REPURCHASE.

(a) Right of Repurchase. Unless the Granted Shares have become vested in
accordance with the terms of the Notice, the Granted Shares initially shall be
Restricted Shares and shall be subject to a right (but not an obligation) of
repurchase by the Company upon termination of employment. The Grantee shall not
Transfer any Restricted Shares, and any such Transfer shall be null and void ab
initio.

(b) Exercise Notice. In the event the Company wishes to exercise its Right of
Repurchase, the Company shall provide the Grantee with thirty (30) days prior
written notice of its intent to exercise its right. A sample Right of Repurchase
Exercise Notice is attached hereto as Exhibit C. Such notice shall contain the
price per Share which shall be the repurchase price, described in Subsection (d)
below, and all other terms and conditions of the offer (including, without
limitation, the proposed consummation date of the repurchase). The repurchase
price shall be paid in cash or by check.

(c) Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect
to the Shares in accordance with the vesting schedule described in the Notice.


                                       2
<PAGE>

(d) Repurchase Price. If the Company exercises the Right of Repurchase, it shall
pay the Grantee an amount for each of the Restricted Shares equal to the lower
of (i) Fair Market Value for each share or (ii) the Purchase Price.

(e) Additional Shares or Substituted Securities. In the event of the declaration
of a stock dividend, the declaration of an extraordinary dividend payable in a
form other than stock, a spin-off, a stock split, a recapitalization or a
similar transaction affecting the Company's outstanding securities without
receipt of consideration, any new, substituted or additional securities or other
property (including money paid other than as an ordinary cash dividend) which
are by reason of such event distributed with respect to any Shares subject to
this Section 3 or into which such Shares thereby become convertible shall
immediately be subject to this Section 3.

(f) Termination of Rights as Shareholder. If the Company makes available, at the
time and place and in the amount and form provided in this Agreement, the
consideration for the Shares to be purchased in accordance with this Section 3,
then after such time the person from whom such Shares are to be purchased shall
no longer have any rights as a holder of such Shares (other than the right to
receive payment of such consideration in accordance with this Agreement). Such
Shares shall be deemed to have been purchased in accordance with the applicable
provisions hereof, whether or not the certificate(s) therefor have been
delivered as required by this Agreement.

SECTION 4. ADJUSTMENT OF SHARES.

(a) Adjustment Generally. In the event of any corporate event or transaction
(including, but not limited to, a change in the Shares of the Company or the
capitalization of the Company) such as a merger, consolidation, reorganization,
recapitalization, separation, stock dividend, stock split, reverse stock split,
split up, spin-off, combination of Shares, exchange of Shares, dividend in kind,
or other like change in capital structure (other than normal cash dividends) to
shareholders of the Company, or any similar corporate event or transaction, the
Committee, in its sole discretion, to prevent dilution or enlargement of the
Grantee's rights under the Plan, shall determine whether and the extent to which
it should substitute or adjust, as applicable, the number and kind of Shares.

(b) Modification of Award. In the event of any change or distribution described
in subsection (a) above, the Committee may modify this award to effect the
adjustment permitted pursuant to subsection (a) above; provided, however, that
no such modification shall materially and adversely affect the Grantee's rights
under this award without the Grantee's written consent.

SECTION 5. MISCELLANEOUS PROVISIONS.

(a) No Right to Continued Service. Nothing in the Notice, Agreement or Plan
shall confer upon the Grantee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Company (or any parent corporation or subsidiary corporation employing or
retaining the Grantee) or of the Grantee, which rights are hereby expressly
reserved by each, to terminate his or her Service at any time and for any
reason, with or without cause.


                                       3
<PAGE>

(b) Notification. Any notification required by the terms of this Agreement shall
be given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. A notice shall be addressed to the Company at its
principal executive office and to the Grantee at the address that he or she most
recently provided to the Company.

(c) Entire Agreement. The Notice, this Agreement and the Plan constitute the
entire contract between the parties hereto with regard to the subject matter
hereof. They supersede any other agreements, representations or understandings
(whether oral or written and whether express or implied) which relate to the
subject matter hereof.

(d) Waiver. No waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other or subsequent breach or condition whether of
like or different nature.

(e) Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and
upon the Grantee, the Grantee's assigns and the legal representatives, heirs and
legatees of the Grantee's estate, whether or not any such person shall have
become a party to this Agreement and have agreed in writing to be join herein
and be bound by the terms hereof.

(f) Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of laws)

SECTION 6. DEFINITIONS.

(a) "Agreement" shall mean this Restricted Stock Agreement.

(b) "Board of Directors" shall mean the Board of Directors of the Company, as
constituted from time to time.

(c) "Cause" shall mean the following:

          (i) any conviction or plea of guilty or nolo contendere to a felony,

          (ii) any act of willful fraud, dishonesty or moral turpitude, or

          (iii) any willful and material breach of any written policy or any
          confidential or proprietary information, non-compete or
          non-solicitation covenant for the benefit of the Company.

(d) "Change of Control" shall be deemed to have occurred upon any of the
following events:

          (i) Any person or persons acting together which would constitute a
     "group" for purposes of Section 13(d) of the Exchange Act (other than the
     Company or any subsidiary and other than "permitted holders", as defined
     below) shall "beneficially own" (as defined in Rule 13d-3 under the
     Exchange Act), directly or indirectly, at least twenty-


                                       4
<PAGE>

     five percent (25%) of the total voting power of all classes of capital
     stock of the Company entitled to vote generally in the election of the
     Board;

          (ii) Either (A) "current directors", as defined below, shall cease for
     any reason to constitute at least a majority of the members of the Board
     (for these purposes, a current director shall mean any member of the Board
     as of the Effective Date, and any successor of a current director whose
     election, or nomination for election by the Company's shareholders was
     approved by at least two-thirds (2/3) of the current directors then on the
     Board), or (B) at any meeting of the shareholders of the Company called for
     the purpose of electing directors, a majority of the persons nominated by
     the Board for election as directors shall fail to be elected;

          (iii) Consummation of (A) a plan of complete liquidation of the
     Company, or (B) a merger or consolidation of the Company (x) in which the
     Company is not the continuing or surviving corporation (other than a
     consolidation or merger with a wholly-owned subsidiary of the Company in
     which all shares of common stock outstanding immediately prior to the
     effectiveness thereof are changed into or exchanged for common stock of the
     subsidiary) or (y) pursuant to which the common stock is converted into
     cash, securities or other property, except in either case, a consolidation
     or merger of the Company in which the holders of the common stock
     immediately prior to the consolidation or merger have, directly or
     indirectly, at least a majority of the common stock of the continuing or
     surviving corporation immediately after such consolidation or merger or in
     which the Board immediately prior the merger or consolidation would,
     immediately after the merger or consolidation, constitute a majority of the
     board of directors of the continuing or surviving corporation; or

          (iv) The consummation of a sale or other disposition (in one
     transaction or a series of transactions) of all or substantially all of the
     assets of the Company.

For purposes of this Section 6(d), "permitted holders" shall mean Miriam Olsten,
Stuart Olsten, and Cheryl Olsten, and each of their spouses, their lineal
descendants and their estates and their "affiliates" or "associates" (as defined
in Rule 12b-2 of the Exchange Act), collectively, the "Olsten Stockholders"), so
long as the Olsten Stockholders beneficially own 20% or less of the voting power
of all classes of the capital stock of the Company entitled to vote generally in
the election of the Board.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

(f) "Committee" shall means the committee of the Board of Directors responsible
for administering the Plan, as described in Section 2(a) of the Plan.

(g) "Company" shall mean Gentiva Health Services, Inc., a Delaware corporation,
and any successor thereto.

(h) "Date of Grant" shall mean the date specified in the Notice, which date
shall be the later of (i) the date on which the Committee, or any person to whom
the Committee has duly


                                       5
<PAGE>

authorized to make this grant, resolved to grant the Granted Shares or (ii) the
first day of the Grantee's Service.

(i) "Disability" shall mean that the Grantee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment as determined by the Committee in its sole discretion.

(j) "Employee" shall mean any individual who is a common-law employee of the
Company or any subsidiary.

(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(l) "Fair Market Value" shall mean fair market value shall mean the amount
determined by the Committee as the fair market value of the common stock of the
Company, except that for purposes of settling the amount due in respect of any
award in connection with a Change of Control, fair market value shall mean the
consideration paid in connection with the Change of Control.

(m) "Granted Shares" shall have the meaning described in Section 1(a) of this
Agreement.

(n) "Grantee" shall mean the person named in the Notice.

(o) "Notice" shall have the meaning described in Section 1(a) of this Agreement.

(p) "Plan" shall mean Gentiva Health Services, Inc.'s 2004 Equity Incentive
Plan.

(q) "Restricted Share" shall mean a Share that is subject to a Right of
Repurchase.

(r) "Right of Repurchase" shall mean the Company's right of repurchase described
in Section 3 of this Agreement.

(s) "Service" shall mean service as an Employee. For any purpose under this
Agreement, Service shall be deemed to continue while the Grantee is on a bona
fide leave of absence, if such leave was approved by the Company in writing or
if continued crediting of Service for such purpose is expressly required by the
terms of such leave or by applicable law (as determined by the Company).

(t) "Share" shall mean one share of common stock of the Company, par value $.10.

(u) "Transfer" shall mean, with respect to any Share, any sale, assignment,
transfer, alienation, conveyance, gift, bequest by will or under intestacy laws,
pledge, lien, encumbrance or other disposition, with or without consideration,
of all or part of such Share, or of any beneficial interest therein, now or
hereafter owned by the Grantee.


                                       6
<PAGE>

                                    EXHIBIT A

                                   STOCK POWER

     FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto Gentiva Health Services, Inc. (the "Company"),
_________________ (_____) shares of the common stock, par value $.10 per share,
of the Company standing in his/her/their/its name on the books of the Company
represented by Certificate No. ________________ herewith and do(es) hereby
irrevocably constitute and appoint ________________________ his/her/their/its
attorney-in-fact, with full power of substitution, to transfer such shares on
the books of the Company.

<TABLE>
<S>                                 <C>
Dated:  __________________          Signature: _________________________________

                                    Print Name and Mailing Address

                                    ------------------------------------------

                                    ------------------------------------------

                                    ------------------------------------------
</TABLE>

Instructions: Please do not fill in any blanks other than the signature line and
printed name and mailing address. Please print your name exactly as you would
like your name to appear on the issued stock certificate. The purpose of this
assignment is to enable the Company to exercise the Repurchase Right without
requiring additional signatures on your part.


                                       7
<PAGE>

                                    EXHIBIT B

                             SECTION 83(B) ELECTION

This statement is being made under Section 83(b) of the Internal Revenue Code,
pursuant to Treas. Reg. Section 1.83-2.

(1)  The taxpayer who performed the services is:

<TABLE>
     <S>             <C>      <C>
     Name:           ___________________________________________________________

     Address:        ___________________________________________________________


                     ___________________________________________________________

     Social Security Number:  __________________________________________________
</TABLE>

(2)  The property with respect to which the election is being made is _________
     shares of the common stock, par value $.10 per share, of Gentiva Health
     Services, Inc. (the "Granted Shares").

(3)  The property was issued on _________________.

(4)  The taxable year in which the election is being made is the calendar year
     ___________.

(5)  The property is subject to a right of repurchase pursuant to which the
     issuer has the right to acquire the property at the lower of fair market
     value or the original purchase price paid for such property.

(6)  The issuer's repurchase right lapses upon the vesting of the Granted
     Shares.

(7)  The property may not be transferred by the taxpayer until the right of
     repurchase lapses.

(8)  The fair market value at the time of transfer (determined without regard to
     any restriction other than a restriction which by its terms will never
     lapse) is $___________ per share.

(9)  The amount paid for such property is $__________ per share.

(10) A copy of this statement was furnished to Gentiva Health Services, Inc. for
     whom taxpayer rendered the services underlying the transfer of property.

(11) This statement is executed on __________________________________.

<TABLE>
<S>                                     <C>
-------------------------------------   -------------------------------------
Spouse (if any)                         Taxpayer
</TABLE>

This election must be filed with the Internal Revenue Service Center with which
taxpayer files his or her Federal income tax returns and must be made within
thirty (30) days after the execution date of the Notice of Restricted Stock
Award. This filing should be made by registered or certified mail, return
receipt requested. You should retain two (2) copies of the completed form for
filing with your Federal and state tax returns for the current tax year and an
additional copy for your records.


                                       8
<PAGE>

                                    EXHIBIT C

                               RIGHT OF REPURCHASE
                                 EXERCISE NOTICE


                                                    [Date]


Re:  Exercise of Right of Repurchase

Dear Grantee:

The Company wishes to exercise its Right of Repurchase under the Gentiva Health
Services, Inc.'s 2004 Equity Incentive Plan (the "Plan") and buy back from you
shares of common stock of the Company granted to you pursuant to the Plan under
the terms described below:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
     <S>                      <C>                   <C>                   <C>                     <C>
     Date of Grant            Shares to Be          FMV of One Share      Purchase Price per      Repurchase Price
                               Repurchased                                     Share
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                                                                         Total
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Other Terms

Shares shall be repurchased on [insert date]. The Company shall pay the
repurchase price to you by delivery of payment by check on or within two (2)
days following such date. Once the payment is made available to you, you shall
no longer be considered a shareholder with respect to those shares.

                                      * * *

Should you have any additional questions, please contact [insert contact person
and contact information].


                                                    Very truly yours,


                                       9