0001193125-13-100171 Sample Contracts

MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class A-2 Units and Class B Units)
Management Unit Subscription Agreement • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • New York

THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between Apria Holdings LLC, a Delaware limited liability company (the “Company”), and the individual named on the Executive Master Signature Page hereto (“Executive”) is made as of the date set forth on such Executive Master Signature Page.

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EMPLOYMENT AGREEMENT (John G. Figueroa)
Employment Agreement • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • Colorado

EMPLOYMENT AGREEMENT (this “Agreement”) dated November 29, 2012 by and between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and John G. Figueroa (“Executive”).

MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Profits Interest Grant)
Management Unit Subscription Agreement • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • New York

THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between Apria Holdings LLC, a Delaware limited liability company (the “Company”), and Daniel Greenleaf (“Individual”) is made as of December 27, 2012.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • California

This Executive Employment Agreement (this “Agreement”) is entered into by and between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and Daniel J. Starck (the “Executive”) as of March 14, 2012 (the “Effective Date”).

MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Co-Investment; Independent Director Form)
Management Unit Subscription Agreement • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • New York

THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between Apria Holdings LLC, a Delaware limited liability company (the “Company”), and the individual named on the Director Master Signature Page hereto (“Director”) is made as of the date set forth on such Director Master Signature Page.

RELEASE OF CLAIMS
Release of Claims • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services

This Release of Claims is entered into by Chris A. Karkenny (“Executive”), Apria Healthcare Group Inc. (the “Company”) and Apria Holdings LLC (“Parent”) on December 23, 2012.

AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
Executive Severance Agreement • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • California

This Amended and Restated Executive Severance Agreement (this “Agreement”) is made as of this 26th day of September, 2008, between Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and Peter A. Reynolds (the “Executive”).

MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class A-2 Units)
Management Unit Subscription Agreement • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • New York

THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between BP Healthcare Holdings LLC, a Delaware limited liability company (the “Company”), and the individual named on the Executive Master Signature Page hereto (“Executive”) is made as of the date set forth on such Executive Master Signature Page.

SERVICES AGREEMENT
Services Agreement • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • Delaware

THIS SERVICES AGREEMENT (this “Agreement”), is dated as of November 29, 2012, by and between BP Healthcare Holdings LLC, a Delaware limited liability company (“BP Healthcare”), Apria Holdings LLC, a Delaware limited liability company (“Holdings”), Apria Healthcare Group Inc., a Delaware corporation (the “Company”), and Norman C. Payson, M.D. (“Payson”).

APRIA HOLDINGS LLC 26220 Enterprise Court Lake Forest, CA 92630
Apria Healthcare Group Inc • March 11th, 2013 • Services-home health care services • Delaware

Reference is made to the Management Unit Subscription Agreements entered into between you and Apria Holdings LLC, dated as of August 2, 2010 and December 3, 2010, respectively (together, the “Subscription Agreements”). In connection with the termination of your employment with Apria Healthcare Group Inc. on November 29, 2012, certain terms of the Subscription Agreements are hereby being amended. All capitalized terms not defined herein shall have the meaning ascribed to them in the Subscription Agreements.

MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class B Units)
Management Unit Subscription Agreement • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • New York
GENERAL RELEASE
General Release • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • California

THIS GENERAL RELEASE (this “Release”) is made as of the 27th day of December, 2012, by and between Daniel E. Greenleaf, an individual (“Executive”), and Apria Healthcare Group Inc., a Delaware corporation (“Apria”). In consideration of the payments and benefits described in Section 1 below to be provided to Executive pursuant to that certain Second Amended and Restated Executive Employment Agreement, effective as of November 30, 2010 and amended as of August 8, 2012 to which Executive and Apria are parties (the “Employment Agreement”), the sufficiency of which is acknowledged hereby, Executive and Apria agree as follows:

MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Profits Interest Grant; Independent Director Form)
Management Unit Subscription Agreement • March 11th, 2013 • Apria Healthcare Group Inc • Services-home health care services • New York
December 5, 2012 Peter A. Reynolds
Apria Healthcare Group Inc • March 11th, 2013 • Services-home health care services • Newport
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