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 amendment or alteration,
including any increase in any share limitation, shall be subject to the approval
of  the  Company's stockholders not later than the annual meeting next following
such  Board  action  if  such stockholder approval is required by any federal or
state  law  or regulation or the rules of The NASDAQ Stock Market, and the Board
may  otherwise, in its discretion, determine to submit other such changes to the
Plan to stockholders for approval; provided further that, without the consent of
an  affected  participant,  no  such  Board  action may materially and adversely
affect  the  rights  of  any  participant  under  any  previously  granted  and
outstanding  award;

     WHEREAS,  the  Plan  currently  provides for the award of compensation that
constitutes  "performance-based  compensation"  within  the  meaning  of section
162(m)  of  the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code");

     WHEREAS,  pursuant to section 162(m) of the Code, the material terms of the
Plan  must  be  disclosed to and approved by the Company's stockholders no later
than  the  first stockholder meeting that occurs in the fifth year following the
year  in  which  stockholders  previously  approved  the  Plan;

     WHEREAS,  the  material  terms  of the Plan were previously approved by the
Company's  stockholders  at  the  Company's  2005  Annual  Meeting;  and

     WHEREAS,  the  Board  believes it is in the best interest of the Company to
submit  this  Third  Amendment  restating  the material terms of the Plan to the
stockholders  of the Company for their approval to preserve the deductibility of
certain  awards  made  pursuant  to  the  Plan.

     NOW,  THEREFORE,  the  Plan  is  hereby  amended  as  follows:

     1.     Section  2(o)  is  hereby  amended  and  restated, effective on the
Effective  Date,  to  continue  to  read  as  follows:

                    (o)  "Eligible Person" means all officers and employees of
     the  Company  or  of  any  Subsidiary,  and  other  persons  who  provide
     services  to the Company or any of its Subsidiaries, including directors of
     the  Company. An employee on leave of absence may be considered as still in
     the  employ  of the Company or a Subsidiary for purposes of eligibility for
     participation  in  this  Plan.

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     2.     Section  5  is  hereby amended and restated, effective on the
Effective Date,  to  continue  to  read  as  follows:

                    5.  ELIGIBILITY;  PER  PERSON AWARD LIMITATIONS. Awards may
     be  granted  under  this  Plan  only  to  Eligible  Persons. In each fiscal
     year  during  any  part of which this Plan is in effect, a Covered Employee
     may  not be granted Awards relating to more than 1,300,000 shares of Stock,
     subject  to  adjustment  in  a  manner  consistent with any adjustment made
     pursuant  to Section 9, and in the case of Awards the value of which is not
     directly  related  to  the value of the Stock, Awards the value of which at
     the  time  of  payment  exceeds  $3,000,000.

     3.     Section  8(b)(ii)  is hereby amended and restated, effective on the
Effective  Date,  to  read  as  follows:.

                    (ii) Business Criteria. One or more of the following
     business  criteria  for  the  Company,  on a consolidated basis, and/or for
     specified  Subsidiaries  or  business  or geographical units of the Company
     (except with respect to the total stockholder return and earnings per share
     criteria), shall be used by the Committee in establishing performance goals
     for  such  Performance  Awards:  (1)  earnings  per  share; (2) increase in
     revenues;  (3) increase in cash flow; (4) increase in cash flow return; (5)
     return  on  net  assets,  return on assets, return on investment, return on
     capital,  or  return  on  equity;  (6)  economic value added; (7) operating
     margin  or  contribution  margin;  (8)  net income; pretax earnings; pretax
     earnings  before  interest, depreciation and amortization; pretax operating
     earnings  after  interest  expense and before incentives, service fees, and
     extraordinary  or special items; or operating income; (9) total stockholder
     return;  (10) debt reduction; and (11) any of the above goals determined on
     an  absolute  or  relative  basis  or  as  compared to the performance of a
     published  or  special  index deemed applicable by the Committee including,
     but  not  limited  to,  the Standard & Poor's 500 Stock Index or a group of
     comparable  companies. One or more of the foregoing business criteria shall
     also  be  exclusively  used  in  establishing  performance goals for Annual
     Incentive  Awards  granted to a Covered Employee under Section 8(c) hereof.
     In  establishing or adjusting a performance goal, the Committee may exclude
     the  impact  of  any  of  the  following  events  or  occurrences which the
     Committee  determines  should  appropriately  be  excluded:  (a)  asset
     write-downs;  (b)  litigation,  claims,  judgments  or settlements; (c) the
     effect  of  changes  in tax law or other such laws or regulations affecting
     reported  results;  (d)  accruals  for  reorganization  and  restructuring
     programs; (e) any extraordinary, unusual or nonrecurring items as described
     in  the  Accounting  Standards  Codification  Topic 225, as the same may be
     amended  or  superseded  from  time  to  time; (f) any change in accounting
     principle as defined in the Accounting Standards Codification Topic 250, as
     the  same may be amended or superseded from time to time; (g) any loss from
     a  discontinued  operation  as  described  in  the  Accounting  Standards
     Codification  Topic 360, as the same may be amended or superseded from time
     to  time;  (h)  goodwill  impairment charges; (i) operating results for any
     business acquired during the Plan Year; (j) third party expenses associated
     with  any  acquisition  by the Company or any Subsidiary; and (k) any other
     extraordinary  events  or  occurrences  identified  by  the  Committee.

     NOW,  THEREFORE, be it further provided that, except as provided above, the
Plan  shall  continue  to  read  in  its  current  state.

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     IN  WITNESS  WHEREOF,  this  Third  Amendment  has  been executed by a duly
authorized  officer  of the Company as of the date set forth in the introductory
paragraph  and  effective  as  set  forth  herein.


                          ODYSSEY HEALTHCARE, INC.
                          a Delaware corporation



                          By:        /s/ W. Bradley Bickham
                                     -------------------------------------------

                          Name:      W. Bradley Bickham

                          Title:     Senior Vice President and General Counsel