Odyssey HealthCare, Inc. Notice of Acceleration of Vesting for Underwater Stock Options

Summary

Odyssey HealthCare, Inc. notifies certain employees that the vesting of their unvested stock options, granted between May 27, 2003 and February 26, 2004 with an exercise price of $20.00 or more, has been accelerated. These employees can now exercise these options immediately. Officers subject to Section 16 reporting must hold any acquired shares until the original vesting date or their last day of employment, except for shares sold to cover costs and taxes. All other terms of the options remain unchanged.

EX-10.1 2 d31228exv10w1.htm FORM OF NOTICE TO OPTIONHOLDERS exv10w1

EXHIBIT 10.1

[Odyssey HealthCare, Inc. Letterhead]

December [ ], 2005

[Insert Name and Address]

Re: Acceleration of Vesting of “Underwater” Stock Options

Dear [insert first name],

I am pleased to advise that, on December 8, 2005, the Compensation Committee (the “Committee”) of the Board of Directors of Odyssey HealthCare, Inc. (the “Company”) accelerated, in full, the vesting of a portion of your unvested stock options granted under the Company’s 2001 Equity-Based Compensation Plan (the “Plan”). This acceleration applies to those stock options granted under the Plan between May 27, 2003 and February 26, 2004 with an exercise price equal to or greater than $20.00. As a result, you may now exercise these stock options. All other terms of these stock options remain unchanged.

If you are an officer of the Company who is subject to reporting under Section 16 of the Securities Exchange Act of 1934 you are required to hold the shares acquired upon the exercise of these stock options until their original vesting date or, if earlier, your last day of employment, other than shares needed to cover the exercise price and satisfy withholding taxes on the exercised stock options.

Feel free to call me if you have any questions.


		Sincerely,

		/s/ Jan Bragg

		Jan Bragg Benefits Manager