exv10w15w2



 





EXHIBIT 10.15.2




FIRST AMENDMENT

TO THE

ODYSSEY HEALTHCARE, INC.

EMPLOYEE STOCK PURCHASE PLAN




     This amendment is made by Odyssey Healthcare, Inc. (the “Company”) as of the 6th day of March,
2002;



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



     WHEREAS, the Company desires to amend the Plan such that its effective date is July 1, 2002;



     WHEREAS, the Company desires to amend the definition of compensation to exclude bonuses and
other extraordinary items such that the definition is consistent with other plans maintained by the
Company; and



     WHEREAS, pursuant to Section 15 of the Plan, the Company’s compensation committee is
authorized to make the aforementioned revisions.



     NOW, THEREFORE, effective as of the dates set forth herein, the Company amends the Plan as
follows, and except as provided herein, the Plan shall continue to read in its current state:



     1.      Effective July 1, 2002, Section 6(a) shall be amended in its entirety to read as follows:




	 	(a)	 	General Statement; “Date Of Grant”; “Option
Period”; “Date Of Exercise”. As of July 1, 2002, and continuing while
the Plan remains in effect, the Company shall offer options under the
Plan to all Eligible Employees to purchase shares of Stock. Except as
otherwise determined by the Committee, these options shall be granted
on July 1, 2002, and each six month anniversary of such date (each of
which dates is herein referred to as a “Date of Grant”). The term of
each option shall begin on a Date of Grant and shall be for a period
ending on the next subsequent June 30 or December 31 (each such 6 month
period shall be referred to as an “Option Period”). The first day of
the first Option Period shall be a Date of Grant and the last day of
such Option Period shall be a “Date of Exercise.”





     2.      Effective July 1, 2002, Section 6(d) shall be amended in its entirety to read as follows:




	 	(d)	 	“Eligible Compensation” Defined. The term
“Eligible Compensation” means the gross (before taxes are withheld)
total of all compensation reportable in box 1 of Internal Revenue
Service




 









 






	 	 	 	Form W-2 but, excluding bonuses, tips, commissions, severance
pay, dependent care benefits, company car expenses, employee business
expenses, moving expenses, nonqualified plan distributions, noncash
fringe benefits, third-party disability payments and group life
insurance benefits.





     3.      Effective July 1, 2002, Section 14 shall be amended in its entirety to read as follows:




	 	14.	 	Term of the Plan. The Plan shall be effective
as of July 1, 2002; provided that the Plan is approved by the
stockholders of the Company within 12 months of the date of adoption by
the Board. Notwithstanding any provision in the Plan, no option granted
under the Plan shall be exercisable prior to such stockholder approval,
and, if the stockholders of the Company do not approve the Plan within
12 months after its adoption by the Board, then the Plan shall
automatically terminate.





     IN WITNESS WHEREOF, a duly authorized officer of the Company has executed this First Amendment
as of the date first above set forth.



	 	 	 	 	 
	 	ODYSSEY HEALTHCARE, INC.

 	 
	 	By:  	/s/ RICHARD R. BURNHAM
 	 
	 	 	Richard R. Burnham, 	 
	 	 	Chief Executive Officer