X0303 4/A 2009-03-13 2009-03-17 0 0001129623 ODYSSEY HEALTHCARE INC ODSY 0001428848 Anastasio Frank W. 717 N. HARWOOD, SUITE 1500 DALLAS TX 75201 0 1 0 0 SVP - Sales and Marketing Common Stock, par value $0.001 per share 2009-03-13 4 M 0 8333 9.78 A 10036 D Common Stock, par value $0.001 per share 2009-03-13 4 F 0 2763 9.78 D 7273 D Restricted Stock Units 0.00 2009-03-13 4 A 0 25000 0.00 A Common Stock 25000 25000 D Employee Stock Option (Right to Buy) 12.34 2006-11-16 2016-11-16 Common Stock 25000 25000 D Restricted Stock Units 0.00 2010-02-13 Common Stock 9311 9311 D Restricted Stock Units 0.00 2009-03-01 Common Stock 8334 8334 D The number of shares withheld to satisfy the income tax withholding obligation upon vesting was incorrect on the original Form 4 filed on March 17, 2009. The number of shares withheld reported on the original Form 4 was 2,373. The correct number of shares withheld is 2,763. This change reduces the number of shares held by the Reporting Person by 390 shares. Each restricted stock unit represents a contingent right to receive one share of common stock. This grant represents incentive-based RSUs earned by the reporting person for 2008. The portion of the incentive-based RSUs that vested immediately are reported on Table I of this Form 4. The amount shown on Table II is the portion of the incentive-based RSUs earned by the reporting person for 2008 that will vest in equal annual installments over the next three years beginning on March 1, 2010. The restricted stock units vest in four equal annual installments. The first installment vested on March 13, 2009 at which time the vested shares were delivered to the reporting person and is reported on Table 1. The remaining balance will vest in three equal annual installments beginning on March 1, 2010. Vested shares will be delivered to the reporting person on each vesting date. 25% of the stock options becomes exercisable on November 16, 2006, and 25% of the stock options become exercisable on each November 16th thereafter. The restricted stock units vest in four equal annual installments beginning on the Exercisable Date. Vested shares will be delivered to the reporting person on each vesting date. /s/ W. Bradley Bickham, by power of attorney 2010-02-19