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EXHIBIT 10.1




I-FLOW CORPORATION




Summary of the

2007 Corporate Officer Incentive Plan




Eligibility. The President and Chief Executive Officer, Executive Vice President and Chief
Operating Officer, and Chief Financial Officer are eligible to receive cash and equity bonuses
under the plan. All equity awards will be made pursuant to the I-Flow Corporation 2001 Equity
Incentive Plan.



Objectives. The compensation committee determined that it will evaluate the following
criteria to determine whether and to what extent the plan objectives have been achieved: (i)
operating revenues from continuing operations, and
(ii) operating expenses from continuing operations excluding stock-based
compensation as a percentage of revenues.



Administrative. The overall goal achievement percentage is the sum of (i) the
accomplishment percentage of each performance target times (ii) the weighting for each
objective. Thus, if one or more targets is exceeded, it is possible the overall goal achievement
percentage could be greater than 100%. All financial targets are considered to be plus or minus 1%
of the absolute number. In order to provide flexibility to management to operate and grow the
company, awards may be adjusted for any major events during the year; provided that, any adjustment
must be approved by the compensation committee and the board of directors. The allocation of the
aggregate awards among the officers will be determined by the compensation committee and the board
of directors based on their assessment of the contributions of each officer.



Award Minimums/Maximums. In order to receive an award under the plan, a minimum aggregate
performance level of 85% must be achieved. At an overall goal achievement percentage of 100%, the
cash bonus award for the three officers combined is an aggregate of $1,000,000, and the equity
bonus award for the three officers combined is an aggregate of 140,000 shares of restricted stock.
The maximum cash bonus award for the three
officers combined is an aggregate of $1,750,000, and the maximum equity bonus award for the three officers
combined is an aggregate of 200,000 shares of restricted stock. At the minimum overall goal
achievement percentage of 85%, the cash bonus award for the three officers combined is an aggregate
of $100,000, and the equity bonus award for the three officers combined is an aggregate of 35,000
shares of restricted stock. For amounts earned above or below the 100% performance level, the exact amount
will be determined on a non-linear graduated scale. All equity awards will be in the form
of restricted stock granted pursuant to the I-Flow Corporation 2001 Equity Incentive Plan.



Vesting of Equity Awards. Equity awards will consist of grants of restricted stock. The
restrictions will lapse and the shares will vest 50% on the first anniversary of the grant date and
50% on the second anniversary of the grant date.




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Payment of Awards. After completion of the fiscal year, the compensation committee will
review the plan objectives and results and the recommendations of executive management. The board
of directors will assess the performance of the Chief Executive Officer, the Chief Operating
Officer and the Chief Financial Officer and will, upon recommendation from the compensation
committee, approve the cash bonus awards and equity grants. Earned cash bonus awards are typically
paid each year in February. To be eligible for awards under the plan, all employees must be on the
Company’s payroll through the date of payment of the cash bonus.





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