Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(“Agreement”) is effective as of the date of execution set forth below by and between BioScrip, Inc. (“BioScrip”
or “Company”) and Daniel E. Greenleaf (“Executive”).


 


WHEREAS, BioScrip
wishes to employ Executive as its President and Chief Executive Officer.


 


WHEREAS, Executive
wishes to accept such employment.


 


WHEREAS, BioScrip
conducts its business in part through various direct or indirect parents, subsidiaries, and affiliates (collectively, the “Affiliates,”
and with BioScrip, collectively, the “Company”).


 


WHEREAS, the Company
is engaged in the business that is defined in BioScrip’s Annual Reports on Form 10-K for the year ended December 31, 2015,
and as subsequently filed with the U.S. Securities and Exchange Commission each year thereafter (such business, as described in
the 10-K and as modified each year in its subsequently filed 10-K and any and all other businesses that after the date hereof,
and from time to time during the Employment Period, become material with respect to the Company’s then-overall business,
shall be referred to herein as the “Business”).


 


WHEREAS, the Company
has customers throughout the United States, and competes with companies providing services and products similar or comparable to,
and competitive with, those of the Company’s Business.


 


WHEREAS, the Company
has expended, and will continue to expend, a great deal of time, money, and effort to develop and maintain proprietary, trade secret,
and other confidential business information relating to the Business which, if misused or disclosed, could be very harmful to the
Business.


 


WHEREAS, Executive
recognizes that, as a result of Executive’s employment with BioScrip, Executive may have access to (among other things) the
Company’s proprietary, trade secret, or other confidential information of or relating to the Business.


 


WHEREAS, Executive
recognizes and acknowledges that the Company, in all fairness, needs certain protection in order (among other things) (i) to
ensure that Executive does not misappropriate or misuse any proprietary, trade secret, or other confidential information relating
to the Business, cause injury to the Company’s customer relationships, or take any other action which could result in a loss
of goodwill developed for and on behalf of the Company and at its expense, and (ii) more generally, to prevent Executive from
being positioned to provide others with an unfair competitive advantage over the Company.


 


WHEREAS, the Parties
wish that Executive be (i) employed by BioScrip, (ii) eligible for opportunities for compensation increases, (iii) given
responsibility for developing and/or maintaining (or supervising the development and/or maintenance of) customer relationships,
and (iv) given access to certain proprietary, trade secret, and other confidential information, some or all of which would
not be available but for Executive’s execution of this Agreement.


 






     

     


    

 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


ARTICLE I

Definitions


 


1.1               
Definitions. As used herein, the following terms shall have the following meanings.


 


(a)               
“Board” means the board of directors of BioScrip.


 


(b)              
“Cause” means (i) engaging by Executive in misconduct which is materially injurious to Company;
(ii) conviction of Executive by a court of competent jurisdiction of, or entry of a plea of nolo contendere with respect
to, a felony; (iii) engaging by Executive in fraud, theft or embezzlement in connection with the business of Company; (iv) engaging
by Executive in any act of moral turpitude reasonably likely to adversely affect the Company or its business or reputation; or
(v) Executive’s material breach of this Agreement or of any fiduciary duty to or written agreement with the Company. Any
act, or failure to act, based upon and consistent with authority given pursuant to a resolution of the Board or based upon and
consistent with advice of counsel shall not constitute an act constituting Cause. A termination of Executive’s employment
shall not be deemed to be for Cause unless and until (A) Executive is delivered, within a period not to exceed 90 days of the Board’s
knowledge of the initial existence of the condition alleged to give rise to Cause, a copy of a resolution duly adopted by the affirmative
vote of a majority of the entire membership of the Board (excluding Executive), finding that, in the good faith opinion of the
Board, Executive is guilty of the conduct described in one or more of clauses (i) through (v) above and setting forth in reasonable
detail why the Board believes that Cause exists, and (B) solely with respect to an act described in Section 1.1(b)(v) which may,
in the good faith opinion of the Board, be curable, (x) Executive is provided with 30 days during which he may remedy the condition
(the “Cause Cure Period”) and (y) within the 30 day period after expiration of the Cause Cure Period, Executive is
delivered a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board (excluding
Executive), finding that, in the good faith opinion of the Board, Executive has not cured the conduct described in clause (v) above
during the Cure Period.


 


(c)               
“Change in Control” has the meaning assigned to such term in the BioScrip’s Amended and
Restated 2008 Equity Incentive Plan, as in effect on the date hereof.


 


(d)              
“Change in Control Severance Period” means the period commencing immediately prior to the consummation
of a Change in Control and ending 18 months after the consummation of such Change in Control.


 


(e)               
“Code” means the Internal Revenue Code of 1986, as amended.


 


(f)                
“Committee” means the Compensation Committee of the Board, or its successor.


 


(g)               
“Confidential Information” shall include, but is not limited to, all confidential information
of the Company, regardless of the form or medium in which it is or was created, stored, reflected or preserved, and includes, but
is not limited to, Trade Secret Information. Executive understands that Confidential Information may or may not be labeled as “confidential,”
and Executive will treat all information as confidential unless otherwise informed by the Board.


 






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(h)              
“Customers” means (i) the Company’s customers, clients, and referral sources serviced
by Executive at any time during the 12 months immediately preceding his separation from his employment with BioScrip (including,
if applicable, while employed by HS Infusion Holdings, Inc. or any of its parents, subsidiaries, or affiliates (collectively, “Home
Solutions”)), (ii) the Company’s customers, clients, and referral sources serviced by Company personnel during
the 3 months immediately preceding his separation from his employment with BioScrip (including, if applicable, while employed by
Home Solutions), if Executive had supervisory duties over the personnel providing such service at the time it was provided, and
(iii) the Company’s customers, clients, and referral sources with respect to which Executive had Confidential Information
at any time during the 3 months immediately preceding his separation from his employment with BioScrip (including, if applicable,
while employed by Home Solutions), and (iv) prospective Company customers, clients, and referral sources that Executive solicited
or had material contact with, or about whom Executive had access to Confidential Information, at any time during the 3 months immediately
preceding his separation from his employment with BioScrip (including, if applicable, while employed by Home Solutions).


 


(i)                
“Equity Plan” means BioScrip’s Amended and Restated 2008 Equity Incentive Plan, as amended
from time to time.


 


(j)                
“Good Reason” means any of the following events which occur without Executive’s consent:
(i) a material diminution in any of Executive’s annual base salary, target bonus opportunity or long-term equity incentive
opportunity, provided that an accelerated grant of a long-term equity award which is expressly designed to cover multiple years
will be annualized over such years; (ii) a material diminution in Executive’s authority, duties, or responsibilities or any
diminution in Executive’s titles or the assignment to Executive of duties or responsibilities materially inconsistent with
Executive’s position with the Company; (iii) a requirement that Executive report to a corporate officer or employee instead
of reporting directly and exclusively to the Board; (iv) any other action or inaction that constitutes a material breach by the
Company of this Agreement; for the avoidance of doubt, neither (A) BioScrip’s failure to deliver an Extension Notice (or
a notice to the effect that BioScrip does not intend to extend this Agreement or enter into a new employment agreement) nor (ii)
the parties’ failure to enter into a mutually agreeable extension to this Agreement (or a new employment agreement) following
BioScrip’s delivery of an Extension Notice, shall constitute Good Reason.


 


(k)              
“Medical Benefits” means, for the period that Executive is eligible for coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (or, if earlier, until Executive obtains other employment that offers group
health benefits for which Executive is eligible), the Company’s continued contribution to the premium cost of Executive’s
participation and that of his eligible dependents’ in the Company’s group health plan that covers Executive and his
eligible dependents at the level that the Company contributes on behalf of similarly situated active employees of the Company.
Any Medical Benefits payable hereunder shall be subject to deductions for customary withholdings, including, without limitation,
federal and state withholding taxes and payroll taxes.


 


(l)                
“Net Benefit” means the Present Value of all Payments net of all taxes imposed on Executive with
respect thereto under Sections 1 and 4999 of the Code and under applicable state, local, and foreign laws, determined by applying
the applicable highest marginal rate.


 






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(m)            
“Option” has the meaning assigned to such term in the Equity Plan.


 


(n)              
“Performance Goals” has the meaning assigned to such term in the Equity Plan.


 


(o)              
“Present Value” of a Payment means the economic present value of the Payment as of the date of
the Change in Control for purposes of Section 280G, as determined using the discount rate required by Section 280G(d)(4) of the
Code.


 


(p)              
“Restricted Period” means the period of Executive’s employment with BioScrip plus the lesser
of the following number of months immediately following Executive’s last day of employment with BioScrip: (i) 12 months or
(ii) solely in the case of (A) an involuntary termination of Executive’s employment without Cause or a termination of Executive’s
employment for Good Reason occurring in either case in 2020, or (B) a termination of this Agreement by BioScrip at the expiration
of the term on December 31, 2020, that number of months equal to the aggregate number of months of Base Salary payable as severance
under Sections 2.4(c), (d), (e), and (g), determined without respect to Section 2.4(h); provided, however, that the running of
the Restricted Period shall be tolled during any period of time during which Executive violates any of the provisions of Section 2.6
below.


 


(q)              
“Restricted Stock Unit” has the meaning assigned to such term in the Equity Plan.


 


(r)                
“Section 280G” means Section 280G of the Code, and any proposed, temporary or final regulations,
or any other guidance, promulgated with respect to such Section 280G by the U.S. Department of Treasury or the Internal Revenue
Service.


 


(s)               
“Section 409A” means Section 409A of the Code, and any proposed, temporary or final regulations,
or any other guidance, promulgated with respect to such Section 409A by the U.S. Department of Treasury or the Internal Revenue
Service.


 


(t)                
“Territory” means the United States and its territories and possessions.


 


(u)              
“Trade Secret Information” of the Company means all information, regardless of the form or medium
in which it is or was created, stored, reflected, or preserved, that is not commonly known by or generally available to the public
or the industry and that: (i) derives or creates economic value, actual or potential, from not being generally known to, and
not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
(ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The Company’s Trade
Secret Information may include, but is not limited to, all confidential information relating to or reflecting the Company’s
research and development plans and activities; compilations of data; product plans; sales, marketing, and business plans and strategies;
pricing, price lists, pricing methodologies, and profit margins; current and planned incentive, recognition, and rewards programs
and services; personnel; inventions, concepts, ideas, designs, and formulae; current, past, and prospective customer lists, patient
lists, and referral sources; current, past, and anticipated customer/patient needs, preferences, and requirements; market studies;
computer software and programs (including object code and source code); and computer and database technologies, systems, structures,
and architectures.


 






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ARTICLE II

Employment


 


2.1              
Employment. BioScrip agrees to employ Executive and Executive hereby accepts such employment,
upon the terms and conditions set forth in this Agreement, for the period beginning on September 9, 2016 (“Start Date”)
and ending as provided in Section 2.4 of this Agreement (“Employment Period”).


 


2.2             
Position and Duties.


 


(a)   
Commencing on the Start Date and continuing during the Employment Period, Executive shall serve as the President
and Chief Executive Officer of BioScrip and will be nominated to serve as a member of the Board when his Board seat is first up
for election and from and after the date of his election, shall continue to be nominated to serve on the Board throughout the Employment
Period. As the President and Chief Executive Officer, Executive, subject to the authority of the Board, shall perform such duties
as are customary for such position and such duties as may be reasonably assigned to him by the Board. During the Employment Period,
Executive shall report directly and exclusively to the Board.


 


(b)  
Executive shall devote his best efforts and his full business time and attention to the business and affairs of the
Company. The Executive shall perform his duties and responsibilities to the best of his abilities in a diligent, trustworthy, businesslike
and efficient manner. In the performance of his duties hereunder, Executive shall at all times report and be subject to the lawful
direction of the Board and shall perform his duties hereunder subject to and in accordance with the reasonable, lawful and good
faith resolutions or any other determinations of the Board, applicable law, and the by-laws, policies, practices, procedures, and
codes of ethics and business conduct of the Company applicable to his position. During the Employment Period, Executive shall not
become an employee of any person or entity other than the Company. This section shall not be construed to prohibit Executive from
(i) managing personal and family investments, (ii) participating in civic, charitable, religious, public interest or trade groups
or (iii) serving on the board of directors or committees of one or more other entities with the prior consent of the Board, which
shall not be unreasonably withheld, provided, that, notwithstanding the foregoing, Executive shall be permitted to continue to
serve in each of the capacities set forth on Annex A.


 


2.3             
Base Salary, Bonus and Benefits. Subject to the terms of this Agreement, in consideration of Executive’s
agreements contained herein, during the Employment Period:


 


(a)   
Base Salary. Executive’s Base Salary shall be $725,000 per annum (as increased or from time to time,
“Base Salary”), which shall be payable in equal installments during the year in accordance with the Company’s
normal payroll schedule and shall be subject to deductions for customary withholdings, including, without limitation, federal and
state withholding taxes and payroll taxes. The Company, at the discretion of the Board or the Committee, may increase, but not
decrease, except with Executive’s prior written consent the Base Salary.


 


(b)  
Annual Bonus. During the Employment Period, Executive shall be entitled to receive a bonus (the “Annual
Bonus”) for each calendar year (and pro-rated for partial calendar years including, for the avoidance of doubt, the
2016 calendar year), payable in cash in


 






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 accordance with, and subject to the terms and conditions of, BioScrip’s then applicable
short-term bonus or other cash incentive program (each, a “Bonus Program”). Executive’s aggregate target
bonus award for each calendar year will be 100% of his Base Salary as of the beginning of the applicable performance period (the
“Target Annual Bonus”). Executive’s actual Annual Bonus may range from a minimum amount of 0% (if the
minimum performance required to pay out any portion of his Annual Bonus is not achieved) to a maximum of 200% of his Target Annual
Bonus, with an amount equal to 50% of his Target Annual Bonus paying out if only the minimum performance required for any payment
of his Annual Bonus is achieved. The performance goals applicable to Executive’s Annual Bonus, and the Company’s and/or
Executive’s achievement of such performance goals, will be determined by the Committee in good faith. Any Annual Bonus compensation
payable to the Executive shall be payable by March 15 of the calendar year following the calendar year to which such Annual Bonus
relates, subject to the condition that the Executive remain employed by BioScrip through the date the Annual Bonus is paid, except
as otherwise set forth in this Agreement.


 


(c)   
Benefits. Executive shall be entitled to participate in all retirement, disability, pension, savings, health,
medical, dental, insurance and other fringe benefits or plans of the Company generally available to executive employees of BioScrip,
in accordance with and subject to the terms thereof, provided that Executive shall receive service credit for his services with
Home Solutions for purposes of such benefits and plans.


 


(d)  
Vacation. Executive shall be entitled to take paid time off and paid holidays in accordance with the policies
applicable to senior executives of BioScrip generally.


 


(e)   
Long Term Incentives.


 


(i)                
Initial Grants.


 


(A)             
Upon obtaining shareholder approval of an increase in authorized shares of BioScrip common stock, pursuant to and
in accordance with the terms and conditions of the Equity Plan, BioScrip shall grant to Executive 377,358 Restricted Stock Units
(“Sign-On RSUs”). Subject to Executive’s continued employment with BioScrip through the conclusion of
the Initial Term, the Sign-On RSUs will vest in their entirety on December 31, 2020, subject to accelerated vesting to the extent
provided in Section 2.4(f).


 


(B)             
Upon obtaining shareholder approval of an increase in authorized shares of BioScrip common stock, pursuant to and
in accordance with the terms and conditions of the Equity Plan, BioScrip shall grant to Executive Options which are described in
more detail on Exhibit A attached to this Agreement. By no later than March 31, 2017, pursuant to and in accordance with the terms
and conditions of the Equity Plan, BioScrip shall grant to Executive performance-based Restricted Stock Units (“PRSUs”),
the material terms of which are described in more detail on Exhibit A attached to this Agreement. The awards granted pursuant
to this Section 2.3(e)(i)(B) constitute Executive’s long-term incentive awards for the remaining period in 2016 after the
Start Date and all of 2017.


 






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(C)             
If BioScrip is unable to obtain shareholder approval of an increase in authorized shares of BioScrip common stock
on or before November 30, 2016, the parties shall negotiate a mutually agreeable alternative long-term compensation arrangement
in lieu of the arrangements described in Sections 2.3(e)(i)(A) & (B).


 


(ii)              
Future Grants. Starting in the 2018 calendar year and continuing for the duration of the Employment Period
thereafter, BioScrip shall make a grant of equity awards having an anticipated (but not guaranteed) aggregate annualized grant
date value of $1,100,000 to Executive.


 


(f)    
Business Expenses. Upon Executive’s submission of proper substantiation, BioScrip shall reimburse Executive
for all reasonable business expenses actually and necessarily paid or incurred by him in the course of and pursuant to the business
of the Company, in accordance with Company policies relating to the reimbursement of business expenses.


 


(g)   
Additional Expense Reimbursements. Upon Executive’s submission of proper substantiation, BioScrip shall
reimburse Executive up to $25,000 per calendar year for club dues, automobile expenses, and other expenses which (i) are in some
manner helpful to Executive in the performance of BioScrip’s business, but (ii) are not reimbursable in accordance with BioScrip’s
standard business expense reimbursement policy described in Section 2.3(f) above. To the extent required by law, such reimbursements
shall constitute taxable income to Executive and shall be subject to deductions for customary withholdings, including, without
limitation, federal and state withholding taxes and payroll taxes. In addition, the Company shall pay the reasonable legal fees
incurred by Executive in connection with the negotiation, drafting and execution of this Agreement not to exceed $25,000 within
21 days of the Company’s receipt of the invoice(s) for such legal services.


 


(h)  
Time for Reimbursement. No expenses incurred after the end of the Employment Period shall be subject to reimbursement
under this Section 2.3. The amount of expenses eligible for reimbursement during a year shall not affect the expenses
eligible for reimbursement in any other year. Reimbursement of an eligible expense shall be made in accordance with the Company’s
policies and practices and as otherwise provided herein, provided, that, in no event shall reimbursement be made after the last
day of the year following the year in which the expense was incurred. The right to reimbursement is not subject to liquidation
or exchange for another benefit.


 


2.4             
Term.


 


(a)   
General Term. This Agreement shall commence on the Start Date and terminate on December 31, 2020 (such period,
the “Initial Term”) unless extended or sooner terminated as provided herein. BioScrip shall notify Executive
of BioScrip’s intent to extend (or not extend) the term of this Agreement beyond the Initial Term by no later than December
31, 2019; provided that if BioScrip does not so notify Executive of its intent to extend (or not extend) the term of this Agreement,
such failure will not be a breach of this Agreement but shall instead be construed as BioScrip’s election not to extend
the term of this Agreement. If BioScrip notifies Executive that BioScrip intends to extend the term of this Agreement (such notification,
an “Extension Notice”), then for a period of not less than 45 days following the delivery of such notice the
parties shall in good faith attempt to negotiate either (i) an extension to this


 






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Agreement or (ii) a new employment agreement
that will supersede this Agreement in its entirety. Notwithstanding the foregoing, (i) in the event of a Change in Control at any
time during the Initial Term, the Initial Term shall be no less than the Change in Control Severance Period and (ii) Executive
and the Company shall each provide the Company or Executive, as applicable, with no less than 30 days’ prior written notice
of termination of employment.




 


(b)  
Termination for Cause, Voluntary Termination, or Termination at Expiration of Term other than during a Change
in Control Severance Period. If Executive’s employment is terminated (i) at the expiration of the Initial Term other
than during a Change in Control Severance Period, (ii) at any time by BioScrip for Cause, (iii) on account of death or disability,
or (iv) by Executive in any manner except as provided in Section 2.4(d), then Executive (or his estate) shall be entitled
only to his Base Salary through the date of termination and shall not be entitled to any further Base Salary, any applicable bonus,
benefits or other compensation for that year or any future year, or any severance compensation of any kind, nature, or amount,
except as may be provided in an applicable benefit plan or program or as required by applicable law. Notwithstanding the foregoing,
(A) solely in the event of Executive’s termination of employment on account of death or disability, (1) Executive shall be
entitled to a pro-rated bonus based on actual performance which shall be paid at the same time executives are generally paid their
annual bonuses for the applicable bonus year, with such pro-ration based on a fraction, the numerator of which is the number of
days in the year in which the termination occurs through the date of termination and the denominator of which is 365 (the “Pro
Rata Bonus”) and (2) Executive shall be entitled to his Annual Bonus with respect to any completed year for which Executive
has not yet been paid, based on actual performance, which shall be paid at the time that executives are generally paid their annual
bonuses for the applicable bonus year (“Accrued Bonus”) and (B) solely in the event that Executive’s employment
is terminated at or after the expiration of the Initial Term other than during a Change in Control Severance Period, Executive
shall be entitled to the Accrued Bonus with respect to 2020.


 


(c)   
Termination Without Cause other than during a Change in Control Severance Period. If Executive’s employment
is terminated by BioScrip without Cause (other than by reason of Executive’s death or disability or because of the expiration
of the Term) and such termination without Cause does not occur during the Change in Control Severance Period, then Executive shall
be entitled to all previously earned and accrued but unpaid Base Salary up to the date of such termination and severance pay in
an amount equal to: (i) if such termination occurs on or before December 31, 2019, one times Base Salary: (ii) if BioScrip
has not elected to extend this Agreement (or enter into a new employment agreement) in accordance with Section 2.4(a) and
such termination occurs after December 31, 2019, the lesser of (A) one times Base Salary and (B) Executive’s Base
Salary for the remainder of the Initial Term; or (iii) if BioScrip has elected to extend this Agreement (or enter into a new
employment agreement) in accordance with Section 2.4(a) and such termination occurs after December 31, 2019 and before the
expiration of the Initial Term, one times Executive’s Base Salary plus his Target Annual Bonus for 2019. Such severance payment
will be made in equal installments on the dates on which Executive’s Base Salary would otherwise have been paid in accordance
with the Company’s normal payroll dates if Executive’s employment had continued for such period. In addition, Executive
shall be entitled to (1) the Medical Benefits, (2) the Prorata Bonus and (3) the Accrued Bonus. All payments shall be subject to
deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes.


 






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(d)  
Termination for Good Reason other than during a Change in Control Severance Period. Executive shall notify
BioScrip in writing if he believes Good Reason exists. Executive shall set forth in reasonable detail why Executive believes Good
Reason exists; provided, however, that Executive must provide BioScrip with written notice of Good Reason within a period not to
exceed 90 days of the initial existence of the condition alleged to give rise to Good Reason, upon the notice of which BioScrip
shall have a period of 30 days during which it may remedy the condition (the “Cure Period”). If Executive subsequently
terminates his employment for the Good Reason specified in such notice to the Company and termination occurs other than during
the Change in Control Severance Period, then, provided that such termination is within 45 days following the expiration of the
Cure Period and further provided that the condition giving rise to Good Reason was not cured by BioScrip during the Cure Period,
Executive shall be entitled to all previously earned and accrued but unpaid Base Salary up to the date of such termination and
severance pay in an amount equal to: (i) if such termination occurs on or before December 31, 2019, one times Base Salary;
(ii) if BioScrip has not elected to extend this Agreement (or enter into a new employment agreement) in accordance with Section
2.4(a) and such termination occurs after December 31, 2019, the lesser of (A) one times Base Salary and (B) Executive’s
Base Salary for the remainder of the Initial Term; or (iii) if BioScrip has elected to extend this Agreement (or enter into
a new employment agreement) in accordance with Section 2.4(a) and such termination occurs after December 31, 2019 and before
the expiration of the Initial Term, one times Executive’s Base Salary plus his Target Annual Bonus for 2019, in each case
without giving effect to any reduction if a basis for Executive’s resignation for Good Reason is a reduction in Base Salary.
Such severance payment will be made in equal installments on the dates on which Executive’s Base Salary would otherwise have
been paid in accordance with the Company’s normal payroll dates if Executive’s employment had continued for such period.
In addition, Executive shall be entitled to the Medical Benefits, the Prorata Bonus and the Accrued Bonus. All payments shall be
subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll
taxes. A termination for Good Reason in accordance with this paragraph shall be treated as an involuntary separation from service
for purposes of Section 409A.


 


(e)   
Termination Without Cause or for Good Reason during a Change in Control Severance Period. If Executive’s
employment is terminated (i) by BioScrip without Cause, including at the expiration of the Term (other than by reason of Executive’s
death or disability), or (ii) by Executive for Good Reason (subject to the procedures and Cure Periods described in subsection
(d) above), and such termination (with respect to a termination without Cause) or such giving of the applicable notice
of the existence of Good Reason (with respect to a termination for Good Reason) occurs during a Change in Control Severance Period,
Executive shall be entitled to all previously earned and accrued but unpaid Base Salary up to the date of such termination and
severance pay in an amount equal to two times the sum of Executive’s Base Salary and Target Annual Bonus during the year
of termination (without giving effect to any reduction in Base Salary if a basis for Executive’s resignation for Good Reason
is a reduction in Base Salary). Such severance payment will be made in equal installments on the dates on which Executive’s
Base Salary would otherwise have been paid in accordance with the Company’s normal payroll dates if Executive’s employment
had continued for such period. In addition, Executive shall be entitled to the Medical Benefits, the Prorata Bonus and the Accrued
Bonus. All payments shall be subject to deductions for customary withholdings, including, without limitation, federal and state
withholding taxes and payroll taxes.


 






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A termination for Good Reason in accordance with this paragraph shall be treated as an involuntary
separation from service for purposes of Section 409A.




 


(f)    
Treatment of Equity Incentives Upon a Termination of Executive’s Employment Without Cause or for Good Reason.
Notwithstanding anything to the contrary in any other agreement between the Company and Executive, upon the termination of Executive’s
employment without Cause or for Good Reason:


 


(i)                
Other than during a Change in Control Severance Period:


 


(A)             
Subject to the last sentence of this paragraph 2.4(f)(i)(A), Executive will be deemed to have satisfied the time-based
vesting requirement applicable to any performance-based restricted stock and/or restricted stock units then-held by Executive (“Performance
Based Awards”), but only with respect to that fraction of such Performance Based Awards equal to the fraction obtained
by dividing (I) the number of calendar days in the performance period applicable to such Performance Based Awards that
have been completed as of the date on which the Executive’s employment terminates by (II) the total number of calendar
days in the performance period applicable to such Performance Based Awards (such Performance Based Awards, the “Time-Vested
PRSUs”). All Performance Based Awards that are not Time-Vested PRSUs will be forfeited in their entirety for no consideration
effective immediately upon the termination of Executive’s employment. Time-Vested PRSUs will remain subject to the applicable
performance-based vesting condition(s) and will be settled in accordance with the terms and conditions set forth in the applicable
award agreement. For the avoidance of doubt, the accelerated vesting provisions of this paragraph 2.4(f)(i)(A) shall apply
in the situation where termination of Executive’s employment occurs at or after the expiration of the Term.


 


(B)             
Subject to the third-to-last sentence of this paragraph 2.4(f)(i)(B), Executive will be deemed to have satisfied
the time-based vesting requirement applicable to his then-unvested equity compensation awards that are not subject to performance
vesting (“Time Based Awards”), but only with respect to that fraction of his then-unvested Time Based Awards
equal to the fraction obtained by dividing (I) the number of calendar days that, as of the date on which Executive’s
employment terminates, have been completed since the last date on which any Time Based Awards vested in accordance with their terms,
by (II) the total number of calendar days that, as of the last date on which any Time Based Awards vested in accordance with
their terms, remained before all Time Based Awards would have vested in accordance with their terms had Executive remained in the
employment of BioScrip indefinitely. For the avoidance of doubt, the accelerated vesting provisions of this paragraph 2.4(f)(i)(B)
shall apply in the situation where termination of Executive’s employment occurs at the expiration of the Term. All Time Based
Awards that remain unvested after the application of the pro-rated vesting provisions described in this paragraph will be forfeited
in their entirety for no consideration. All stock options that are vested as of the date of Executive’s termination of employment
(including any for which vesting has accelerated pursuant to this Section 2.4(f)(i)(B)) shall remain exercisable following Executive’s
date of termination until 


 






    	 	10	 



     


    

 


the earlier of (i) one year after Executive’s date of termination or (ii) the expiration of the
full scheduled term of such options.


 


(C)             
Notwithstanding the preceding paragraph, the vesting of all Sign-On RSUs that are unvested as of Executive’s
termination date will accelerate in their entirety as of such date.


 


(ii)              
During a Change in Control Severance Period:


 


(A)             
All Performance Goals (other than those relating to the value of BioScrip’s common stock) pertaining to outstanding
Performance Based Awards will be deemed to have been achieved at target and all time-based vesting requirements will lapse in their
entirety; provided that if one or more Performance Goals relates to the value of BioScrip’s common stock, the determination
of whether (and to what extent) such Performance Goal(s) ha(s)(ve) been achieved will be made by reference to the value of BioScrip’s
common stock on or as of the date of the Change in Control. All Performance Based Awards which are deemed to have vested in accordance
with the preceding sentence will be settled promptly, but in any event within 60 days following the date on which Executive’s
employment terminates.


 


(B)             
The vesting of all Time Based Awards that are unvested as of such date will accelerate and be exercisable in full
as of such date and all stock options that are vested as of the date of Executive’s termination of employment (including
any for which vesting has accelerated pursuant to his Section 2.4(f)(ii)(B)) shall remain exercisable following Executive’s
date of termination until the earlier of (i) two years after Executive’s date of termination or (ii) the expiration of the
full scheduled term of such options.


 


(C)             
The vesting of all Sign-On RSUs that are unvested as of such termination date will accelerate in their entirety as
of such date.


 


(D)            
Notwithstanding that the provisions of Section 2.4(f)(i) shall apply in the situation where termination of
Executive’s employment occurs at or after the expiration of the Term, the provisions of Sections 2.4(f)(ii)(A), (B),
and (C) shall apply in the event BioScrip terminates Executive’s employment during a Change in Control Severance Period
at or after the expiration of the Term.


 


(g)   
Additional Severance at BioScrip’s Option. In the event that less than 12 months of Base Salary is payable
as severance under this Section 2.4 as a result of (i) an involuntary termination of Executive’s employment without Cause
or a termination of Executive’s employment for Good Reason occurring in either case in 2020, or (ii) a termination of this
Agreement by BioScrip at the expiration of the term on December 31, 2020, BioScrip shall have the option of paying additional months
of Base Salary as severance (not to exceed 12 months less the number of months of Base Salary otherwise payable as severance under
this Section 2.4) in order to lengthen the Restricted Period for the period during which such Base Salary is paid as severance.


 



    	 	11	 



     


    

 


(h)  
Severance Forfeiture. Executive agrees that Executive shall be entitled to the severance pay and acceleration
of equity incentives as set forth in this Section 2.4 only if, within 60 days following the date on which Executive’s
employment terminates, Executive executes, delivers, and does not revoke as provided therein, a release of all claims against the
Company in the form attached hereto as Exhibit C; provided that if such 60 day period spans two calendar years, in no event
will any payments or benefits that constitute “deferred compensation” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended from time to time, be paid prior to the first day of such second calendar year. Upon the occurrence
of any material breach of Executive’s obligations under this Agreement or the release prior to or during the severance period,
BioScrip’s obligation to make severance payments under this Section 2.4 will be cancelled, Executive shall not receive
any further severance payments under this Section 2.4, and Executive shall repay all prior severance payments under this
Section 2.4 to BioScrip within 30 days after demand therefor.


 


(i)    
No Additional Severance. Executive hereby agrees that no severance compensation of any kind, nature or amount
shall be payable to Executive, except as expressly set forth in this Section 2.4, and Executive hereby irrevocably
waives any claim for any other severance compensation.


 


(j)    
Determination of Termination of Employment. Whether a termination of employment has occurred will be determined
in accordance with Section 409A and the regulations and other guidance issued thereunder.


 


(k)  
Installments. For purposes of Section 409A, the right to a series of installment payments hereunder shall
be treated as a right to a series of separate payments.


 


2.5             
Restrictions and Obligations Relating to Confidential Information, Other Company Property, and Executive’s
Personal Electronic Equipment.


 


(a)   
All Confidential Information shall be deemed property of the Company. Executive shall use Executive’s best
efforts to protect the Confidential Information and other Company property for and on behalf of the Company. Executive shall not,
directly or indirectly, use or disclose any Confidential Information except (i) as may be required for the proper performance of
Executive’s duties for and on behalf of the Company, and in accordance with the Company’s policies and procedures relating
thereto, (ii) as may be required by applicable law or legal process, and (iii) to Executive’s legal or financial advisors,
provided that (A) disclosure is limited to information that affects Executive’s personal finances or legal obligations and
(B) Executive instructs each such recipient of Executive’s and the recipient’s obligation to maintain the confidentiality
of such information.


 


(b)  
Executive will not access, copy, download, email, reproduce, or otherwise duplicate, record, abstract, or summarize
any Confidential Information, except as expressly permitted or required for the proper performance of Executive’s duties
for and on behalf of the Company. Executive is not authorized to, and shall not, access any Company computer or computer system,
or access, copy, download, email, reproduce, or otherwise duplicate, record, abstract or summarize any Confidential Information
(among other things) to compete or prepare to compete against the Company, or for or on behalf of any competitor.


 






    	 	12	 



     


    

 


(c)   
Executive shall deliver promptly to BioScrip, or BioScrip’s designee, at the termination of Executive’s
employment or at any other time upon the Board’s request, all Confidential Information (including all copies thereof, regardless
of the medium in which such information may be stored) and all computers, equipment, tools, and other property of the Company.


 


(d)  
Each of Executive’s obligations in this Section 2.5 shall also apply to all confidential, trade secret,
and proprietary information learned or acquired by Executive, as a result of Executive’s employment with BioScrip, from or
about others with whom the Company has, had, or contemplated having a business relationship.


 


(e)   
Executive’s obligations under this Section 2.5 shall continue after Executive’s employment
with BioScrip ends; provided that Executive’s post-employment obligations not to use Confidential Information shall not apply
if and to the extent that: (i) the same information was in Executive’s possession prior to Executive’s employment
by BioScrip; (ii) the same information is or becomes generally available to the public or industry participants and such public
or industry availability is not the result, directly or indirectly, of any fault of, or improper taking, use, or disclosure by,
Executive or anyone working in concert or participation with Executive; or (iii) Executive obtains the information properly,
from a source that was free to disclose it, and under circumstances such that Executive neither knew nor had reason to know that
such information had been acquired, used, or disclosed improperly.


 


(f)    
Notwithstanding the above, under 18 U.S.C. §1833(b), “An individual shall not be held criminally or civilly
liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence
to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the
purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed
in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement or any Company policy is
intended to conflict with this statutory protection, and no Company director, officer, or member of management has the authority
to impose any rule to the contrary.


 


2.6             
Restrictive Covenants. Executive acknowledges that (i) the Company has spent substantial
time, money, and effort over the years in developing and solidifying its customer relationships and protecting its Confidential
Information and goodwill, (ii) long-term customer relationships often can be difficult to develop and require a significant
investment of time, effort, and expense, and (iii) BioScrip pays its employees, such as Executive, to, among other things,
develop and preserve customer goodwill, customer loyalty, and customer contacts, as well as Confidential Information, for and
on behalf of the Company. Executive shall not, during the Restricted Period, directly or indirectly, on Executive’s behalf
or for or on behalf of any other person, firm, corporation, or entity:


 


(a)   
provide any executive, managerial, supervisory, sales, marketing, research, consulting, or customer-related services
to assist any competitor in competing, directly or indirectly, against the Company in the Territory;


 


(b)  
provide any executive, managerial, supervisory, sales, marketing, research, consulting, or customer-related services,
in competition against the Company with respect to the Business, for or on behalf of any of the following companies (or for or
on behalf of any company which is a successor to, or succeeds to the business of, any of the following companies, whether by


 






    	 	13	 



     


    

 


 reason
of stock sale, asset sale, merger, or consolidation), each of which is a major competitor which could benefit greatly if it were
able to obtain or use the Company’s Confidential Information and/or to divert goodwill generated and/or developed for or
on behalf of the Company: the Coram CVS Specialty Infusion Services segment of CVS Health Corporation; the AxelaCare Health Solutions
segment of UnitedHealth Group Incorporated; the Option Care segment of Walgreens Boots Alliance, Inc.; Soleo Health, Inc.; the
Amerita segment of PharMerica Corporation; Amedisys, Inc.; Preferred Homecare/LifeCare Solutions;




 


(c)   
solicit, divert, or take away, or attempt to solicit, divert, or take away, from the Company the business of any
of the Customers for the purpose of selling or providing to or servicing for any such Customer any product or service which was
provided by the Company during Executive’s employment with BioScrip (or which product or service is a substitute therefor
or competes therewith);


 


(d)  
cause or attempt to cause any of the Customers to terminate or reduce their existing relationships with the Company;


 


(e)   
provide any competitive products or services to any such Customers, in competition against the Company; or


 


(f)    
solicit or induce, or attempt to solicit or induce, any employee of the Company to leave the employ of the Company
or to work for any competitor of the Company, provided that it shall not be a violation of this clause (f) for Executive to hire
his personal assistant(s) or place a general solicitation for employment or services that is not targeted at employees of the Company.


 


Executive acknowledges that the
restrictions in this Agreement apply to all forms of communication, including, without limitation, written communications, verbal
communications, email communications, and all forms of electronic communications through social media websites or applications
that may be broadly disseminated, including, but not limited to, status updates, posts, direct/personal messages, tweets, or retweets
on LinkedIn, Twitter, Google+, Facebook, or any other form of electronic communication.


 


2.7             
Acknowledgements Regarding Restrictions. Executive agrees that the restrictions contained in Section 2.6,
both separately and in total, are reasonable and enforceable in view of, among other things, (a) the Company’s legitimate
interests in protecting its Confidential Information, goodwill, and customer relationships, (b) the narrow range of the activities
prohibited, (c) the Confidential Information to which Executive has or will have access, which Executive agrees has a useful
competitive life of more than two years, and (d) Executive’s background, which is such that the restrictions should
not impose any undue hardship on Executive. Executive and BioScrip further agree that nothing in Section 2.6 above
shall prevent Executive from performing Executive’s normal duties and responsibilities for the Company.


 


2.8             
Assignment of Inventions.


 


(a)   
Ownership. Executive hereby assigns to BioScrip all of Executive’s rights, title, and interest (including
but not limited to all patent, trademark, copyright and trade secret rights) in and to all Work Product (as defined herein).
The Executive further acknowledges and agrees


 






    	 	14	 



     


    

 


that all copyrightable Work Product prepared by the Executive within the scope of
the Executive’s employment with BioScrip are “works made for hire” and, consequently, that BioScrip owns all
copyrights thereto. For purposes of this Agreement, “Work Product” shall include, but is not limited to, all
literary works, software, documentation, memoranda, musical works, photographs, artwork, sound recordings, audiovisual works, ideas,
designs, inventions, discoveries, creations, conceptions, improvements, processes, algorithms, and so forth which (i) are
prepared or developed by Executive, individually or jointly with others, during Executive’s employment with BioScrip, or
within six months thereafter, whether or not during working hours, and (ii) relate to or arise in any way out of (A) current
or anticipated businesses or activities of the Company, (B) the Company’s current or anticipated research or development,
(C) any work performed by Executive for the Company, or (4) any information or assistance provided by the Company, including
but not limited to Confidential Information.




 


(b)  
Disclosure. Executive shall promptly disclose to BioScrip all Work Product. All such Work Product is and shall
forthwith become the property of BioScrip or its designee, whether or not patentable or copyrightable. Executive will execute promptly
upon request any documents or instruments at any time and undertake any other action deemed reasonably necessary or proper by BioScrip
in order to formally convey and transfer to BioScrip or its designee title to such Work Product, or to confirm BioScrip’s
or its designee’s title therein, and in order to enable BioScrip or its designee to obtain and enforce United States and
foreign Letters Patent, Trademarks, and Copyrights thereon. Executive will perform Executive’s obligations under this Section 2.8
without further compensation, except for reimbursement of reasonable out-of-pocket expenses incurred at the request of BioScrip.
If Executive is unable due to disability or incapacity, to execute any such documents relating to Work Product, Executive hereby
appoints each officer and director of BioScrip to be Executive’s Attorney-in-Fact to so execute such documents on behalf
of Executive. This is a durable Power of Attorney, the authority of which shall not terminate if Executive becomes disabled or
incapacitated. If Executive refuses, following 30 days’ prior written notice from BioScrip, or is unable due to death
to execute any such documents relating to Work Product, Executive covenants and agrees that Executive’s heirs, successors,
estate, and personal representative are hereby authorized and directed to execute such documents on behalf of Executive, and upon
the failure of such heirs, successors, estate, and personal representatives to execute such documents, Executive does hereby authorize
each officer and director of BioScrip to so execute such documents on behalf of Executive’s heirs, successors, estate, and
personal representatives. Notwithstanding anything contained in any other Power of Attorney, this agency is coupled with an interest
and is therefore irrevocable without the prior written consent of BioScrip.


 


(c)   
Preexisting Work Product Not Assigned. Executive shall specify, on Exhibit B attached to this
Agreement, all preexisting Work Product not assigned to BioScrip and created prior to Executive’s employment by BioScrip
in which Executive has any right, title, or interest. If no such specification is made on Exhibit B, or if Executive
writes “none” or similar designation thereon, Executive shall be conclusively deemed not to have any such Work Product,
and all Work Product shall be property of BioScrip hereunder.


 


(d)  
Original Development. Executive represents and warrants to BioScrip that all work that Executive performs
for or has performed for the Company, and all Work Product that Executive produces, will not knowingly infringe upon or violate
any patent, copyright, trade secret, or other property right of any of Executive’s former employers or of any other third
 


 






    	 	15	 



     


    

 


party. Executive will not disclose to the Company, or use in any of Executive’s Work Product, any confidential or proprietary
information for which Executive has previously undertaken valid and continuing obligations of confidentiality or which belongs
to others, unless both the owner thereof and BioScrip have consented.




 


SPECIAL NOTICE: The obligations of this
Section 2.8 do not apply to any invention or other Work Product for which no equipment, supplies, facility, or Confidential
Information of the Company was used and which was developed entirely on Executive’s own time, unless (x) the invention
or other Work Product relates (I) to the business of the Company, or (II) to the Company’s actual or demonstrably
anticipated research or development, or (y) the invention or other Work Product results from any work performed by Executive
for the Company. In addition, this Agreement does not apply to any invention or Work Product which qualifies fully for protection
from assignment to the Company under any other specifically applicable state law, regulation, rule, or public policy.


 


ARTICLE III

Section 280G of the Code


 


3.1              
Reductions in Payments. Notwithstanding any other provision of this Agreement or any other plan,
arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to Executive
or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Payments”) constitute
parachute payments (“Parachute Payments”) within the meaning of Section 280G would, but for this Section 3.1,
be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed
by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”),
then prior to making any such Payments, a calculation shall be made comparing (a) the Net Benefit to Executive of such Payments
after payment of the Excise Tax to (b) the Net Benefit to Executive if such Payments were limited to the extent necessary to avoid
being subject to the Excise Tax. If the Net Benefit determined pursuant to subsection (a) would be less than the Net Benefit
determined pursuant to subsection (b), then the Payments will be reduced to the minimum extent necessary to ensure that
no portion of the Payments is subject to the Excise Tax (that amount, the “Reduced Payment”).


 


3.2             
Order of Reduction. Payments will be reduced in a manner intended to maximize Executive’s
economic position and in a manner consistent with the requirements of Section 409A. In the event that two economically equivalent
amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below
zero.


 


3.3             
Determinations. Any determination(s) required under this ARTICLE III, including whether any payments
or benefits are parachute payments, shall be made by Golden Parachute Tax Solutions or, if Golden Parachute Tax Solutions, is
unavailable, unable or unwilling to make such determinations, such other nationally recognized certified public accounting firm
or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations
for purposes of Section 280G selected by BioScrip in its sole discretion for purposes of making the applicable determinations
hereunder (the “Accounting Firm”). Executive shall provide BioScrip with such information and documents as
BioScrip may reasonably request in order to make any and all determinations required to implement this ARTICLE III. Any determination(s)
reached by the Accounting Firm shall be final and binding on Executive. The  


 






    	 	16	 



     


    

 


Accounting Firm shall, in making its determinations
hereunder, take into account the value of the covenants set forth in Sections 2.5 and 2.6.




 


3.4             
Overpayments; Underpayments.


 


(a)   
In the event that (i) the Accounting Firm determines, based upon the assertion of a deficiency by the Internal Revenue
Service against either BioScrip or Executive that the Accounting Firm believes has a high probability of success, that Executive
has received Payments that are, in the aggregate, greater than the amount provided under this ARTICLE III (an “Overpayment”)
or (ii) it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that has
been finally and conclusively resolved that an Overpayment has been made, then the Executive shall pay any such Overpayment to
BioScrip, together with interest at the applicable federal rate (as defined in Section 7872(f)(2)(A) of the Code) from the date
of Executive’s receipt of the Overpayment until the date of repayment.


 


(b)  
In the event that (i) the Accounting Firm determines, based upon controlling precedent or substantial authority,
determine that Executive has received Payments that are less than the amount provided under this ARTICLE III (an “Underpayment”)
or (B) a court of competent jurisdiction determines that an Underpayment has occurred, any such Underpayment will be paid promptly
by BioScrip to or for the benefit of Executive, together with interest at the applicable federal rate (as defined in Section 7872(f)(2)(A)
of the Code) from the date the amount would have otherwise been paid to Executive until the payment date.


 


ARTICLE IV

Miscellaneous


 


4.1              
Representations. Executive and BioScrip each hereby represent and warrant to BioScrip and Executive,
as applicable, that (i) the execution, delivery and performance of this Agreement do not and shall not conflict with, breach,
violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the other party is a
party or by which he or it is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement
or confidentiality agreement with any other person or entity, and (iii) upon the execution and delivery of this Agreement, this
Agreement shall be the valid and binding obligation of each party, enforceable in accordance with its terms. Each party hereby
acknowledges and represents that he fully understands the terms and conditions contained herein.


 


4.2             
Survival. Sections 2.4, 2.5, 2.6, 2.7 and 2.8, Article III and Sections
4.2 through 4.16 shall survive and continue in full force in accordance with their terms notwithstanding any termination of
the Employment Period.


 


4.3             
Notices. All notices, demands or other communications to be given or delivered under or by reason
of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed
by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier,
or sent via facsimile to the recipient. Such notices, demands and other communications will be sent to the address indicated below:


 






    	 	17	 



     


    

 


To BioScrip:


 


c/o the General Counsel of the Company at the Company’s
headquarters address


 


To Executive:


 


At the most recent address on file with the Company.



 


or such other address or to the attention
of such other person as the recipient party shall have specified by prior written notice to the sending party.


 


4.4             
Enforceability. Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any jurisdiction, (a) the parties agree that such provision(s)
will be enforced to the maximum extent permissible under the applicable law, and (b) any invalidity, illegality or unenforceability
of a particular provision will not affect any other provision of this Agreement. Further, if any provision of Sections 1.1,
2.5, 2.6, 2.7, or 2.8 of this Agreement is adjudicated to be invalid, overly broad, or unenforceable,
the parties agree that the court making such determination shall have the power to delete, amend, and/or reduce the duration and/or
scope of, the provision thus adjudicated to be invalid or unenforceable to the extent necessary for said provision to be adjudicated
valid and enforceable, such deletion and/or reduction to apply only with respect to the operation of this Agreement in the particular
jurisdiction in which such adjudication is made.


 


4.5             
Successors and Assigns. Except as otherwise provided herein, all covenants and agreements contained
in this Agreement shall bind and inure to the benefit of and be enforceable by BioScrip and its successors and assigns. This Agreement
is personal to Executive and except as otherwise specifically provided herein, this Agreement, including the obligations and benefits
hereunder, may not be assigned to any party by Executive.


 


4.6             
Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience
only and do not constitute a part of this Agreement.


 


4.7             
Counterparts. This Agreement may be executed in one or more identical counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same instrument.


 


4.8             
Waiver. Neither any course of dealing nor any failure or neglect of either party hereto in any
instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of such right, power or privilege
or of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either
party hereto must be contained in a written instrument signed by the party to be charged therewith, and, in the case of the Company,
by its duly authorized officer.


 


4.9             
Entire Agreement. This instrument constitutes the entire agreement of the parties in this matter
and shall supersede any other agreement between the parties, oral or written, concerning the same subject matter including, but
not limited to, any prior employment and severance agreements.


 






    	 	18	 



     


    

 


4.10          
Amendment. This Agreement may be amended only by a writing which makes express reference to this
Agreement as the subject of such amendment and which is signed by Executive and by a duly authorized officer of BioScrip.


 


4.11           
Choice of Law and Forum. BioScrip is headquartered in Denver, Colorado. This Agreement shall be
construed in accordance with and governed by Colorado law without reference to the conflicts or choice of law principles thereof.
Any litigation arising out of or relating to this Agreement shall be filed and pursued exclusively in the State or Federal courts
encompassing Denver, Colorado, and the parties hereto consent to the jurisdiction of and venue in such courts.


 


4.12          
Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this
Agreement specifically, to recover damages and costs (including reasonable attorneys’ fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its favor. The parties agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this Agreement, including, without limitation, Sections
2.5, 2.6, 2.7 and 2.8 hereof, and that any party may in its sole discretion apply to any court of law
or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief
in order to enforce or prevent any violations of the provisions of this Agreement. The Company shall pay Executive, as incurred
(within 10 days following the Company’s receipt of any invoice from Executive), to the full extent permitted by law, all
legal fees and expenses that Executive may reasonably incur as a result of any dispute that may arise under or negotiations related
to this Agreement in connection with, on or following a Change in Control.


 


4.13          
Future Employment. Executive shall disclose the existence of this Agreement to any new employer
or potential new employer which offers products or services that compete with the Company’s Business if such new employment
commences during the Restricted Period. Executive consents to the Company informing any subsequent employer of Executive, or any
entity which the Company in good faith believes is, or is likely to be, considering employing Executive, of the existence and
terms of this Agreement if such subsequent employment commences (or is expected to commence) during the Restricted Period and
BioScrip has reasonable grounds to believe that Executive has not complied with the requirements of the first sentence of this
Section 4.13.


 


4.14          
Withholding Taxes. BioScrip may withhold from any and all amounts payable under this Agreement
such Federal, state, local and any other applicable taxes as may be required to be withheld pursuant to any applicable law or
regulation.


 


4.15          
Compliance with Section 409A.


 


(a)   
It is intended that the payments and benefits provided under Section 2.4 of this Agreement shall be exempt
from the application of the requirements of Section 409A. This Agreement shall be construed, administered, and governed in a manner
that effects such intent, and BioScrip shall not take any action that would be inconsistent with such intent. Specifically, any
severance benefits payable pursuant to Section 2.4 above, to the extent they are required to be paid, and are actually
or constructively received, during the period from the date on which Executive’s employment with BioScrip terminates through
March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section
409A and thus be exempt from application of Section 409A by reason of the “short-term deferral” rule. To the extent
payments are required to be paid commencing after that date, they  


 






    	 	19	 



     


    

 


are intended to constitute separate payments that are exempt
from the application of Section 409A by reason of the exceptions under Sections 1.409A-1(b)(9)(iii) or 1.409A-1(b)(9)(v) of the
Treasury Regulations, as applicable, to the maximum extent permitted by those provisions. Without limiting the foregoing, the payments
and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would
result in the imposition of an additional tax under Section 409A upon Executive.




 


(b)  
Notwithstanding anything to the contrary in this Agreement, if Executive is a “specified employee,” as
determined under the Company’s policy for determining specified employees on the date on which Executive’s employment
terminates, all payments or benefits provided hereunder that for any reason constitute a “deferral of compensation”
within the meaning of Section 409A, that are provided upon a “separation from service” within the meaning of Section
409A and that would otherwise be paid or provided during the first six months following such date of termination, shall instead
be accumulated through and paid or provided (without interest) on the first business day following the six month anniversary of
such date of termination. Notwithstanding the foregoing, payments delayed pursuant to this Section 4.15(b) shall commence
within 10 calendar days following Executive’s death prior to the end of the six month period. Reimbursement of any eligible
expenses shall be made in accordance with the Company’s policies and practices and as otherwise provided herein, provided,
that, in no event shall reimbursement be made after the last day of the year following the year in which the expense was incurred.
The right to reimbursement is not subject to liquidation or exchange for another benefit.


 


(c)   
Although BioScrip shall use commercially reasonable efforts to avoid the imposition of taxation, interest and penalties
under Section 409A, the tax treatment of the benefits provided under this Agreement is not warranted or guaranteed. Neither the
Company nor its respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or
other monetary amounts owed by Executive (or any other individual claiming a benefit through Executive) as a result of this Agreement.


 


4.16          
Mitigation.


 


In
no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable
to Executive under this Agreement. 


 






    	 	20	 



     


    

 





IN WITNESS WHEREOF,
the parties hereto have executed this Employment Agreement effective this 31 day of October, 2016.


 





	 	COMPANY
	 	 	 
	 	By:	/s/ Kathryn Stalmack
	 	Name: 	Kathryn Stalmack
	 	Title:	SVP and General Counsel
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	/s/ Daniel E. Greenleaf
	 	Name: 	Daniel E. Greenleaf


  






    	 	21	 



     


    

 





ANNEX A


 


1.       Board
of Advisors, Denison University


 


2.       National
Home Infusion Association Board (NHIA)


 


3.       Gryphon
Investor’s Executive Advisory Board (GEAB)


 


4.       Rotech
Healthcare’s Board


 


5.       University
of Miami’s Health Sector Management and Policy Board


 






    	 	22	 



     


    

 





EXHIBIT A


 


Initial Grants 


 


	Item	Details
	Annual Long-Term Incentive (“LTI”) Award	
        •     
        Initial grant value of $1,443,562 (at target) with the first award to be delivered in the form of stock options
        and performance RSUs; reflects $1,100,000 annual grant for 2017 plus a pro-rated grant to reflect the number of days served in
        2016 (114 out of 365 days)

        •     
        Additional detail on the first award is provided below:

        Ø 
        Stock options vest 1/3 per year and have a 7-year term. 442,810 options would have been granted with an exercise price
        of $2.65 on 9/9/2016 if shares had been available on that date; if the price of BioScrip stock on the actual option grant date
        does not equal $2.65, a mutually agreed-upon method will be used to adjust for the number of shares required to preserve the original
        economic intent

        Ø 
        PRSUs vest at the end of the performance period (FYE 2019) based on achievement of EBITDA (1) and compound
        annual stock price growth (2) (“CAGR”) over the period; number of PRSUs granted (at target) will equal 272,370.
        

        Ø 
        Performance-based payout opportunity of 0 to 200% of target (50% of target at min. threshold)

        •     
        Initial grant of stock options will be made upon shareholder approval of additional authorized shares; initial
        grant of PRSUs will be made after BioScrip’s 4th Quarter (i.e., Q1 of 2017); both grants are intended to cover
        2017

        Ø 
        Initial grants will include full 2017 grant and pro-rated 2016 grant based on days served 

        •     
        Program design to be determined by the Compensation Committee each year, at its discretion

	Sign-on RSUs	•      377,358 RSUs vesting at the end of the contract (i.e., 12/31/2020) to be granted upon shareholder approval of additional authorized shares 


 


		(1)	EBITDA
goals to be determined after the conclusion of Q4 2016; EBITDA goals are subject to additional adjustments as determined by the
Committee at the time the award is made (e.g., M&A Activity)



 


		(2)	Stock
price goals will be based on CAGR from grant through 12/31/19 (based on 20-day average price at beginning and end of the period)




 






    	 	A-1	 



     


    

 





EXHIBIT B


 


Preexisting Work Product


 


(see attached)


 






    	 	B-1	 



     


    







 


None.







 









    B-2


     


    

 


EXHIBIT C


 


Form of Separation and Release Agreement







 





(see attached)







 






    C-1


     


    


 





ONCE REVIEWED AND SIGNED, PLEASE RETURN
ALL PAGES TO:






BioScrip, Inc.

Attn: [HRM Name]


[HRM
Address]


[HRM
Email and Fax]




YOU WILL RECEIVE A SIGNED COPY OF THIS RELEASE ONCE

YOUR SEVERANCE PAYMENT HAS BEEN APPROVED FOR PROCESSING


 




    C-2


     


    


 


SEPARATION AND RELEASE AGREEMENT


 


This Separation and
Release Agreement (the “Agreement”) is entered into between BioScrip, Inc. (the “Company”) and
[EMPLOYEE NAME] (“Employee”) (the Company and Employee will be collectively
referred to hereinafter as the “Parties”).


 


WHEREAS, Employee was
employed by the Company pursuant to that certain Employment Agreement dated October __, 2016 (the “Employment Agreement”);


 


WHEREAS, Employee separated
from such employment, effective [TERMINATION DATE] (the “Termination
Date”);


 


WHEREAS, the Parties
seek to fully and finally settle all existing claims, whether or not now known, arising out of Employee’s employment and
termination of employment on the terms set forth herein;


 


NOW THEREFORE, the
Parties mutually understand and agree as follows:


 


1.                 
Severance Pay. Following the Company’s receipt of this Agreement executed by Employee and the expiration of
the period within which Employee may revoke Employee’s acceptance of this Agreement as explained below (and provided Employee
has not exercised such right of revocation), within sixty (60) days of the Termination Date, the Company shall commence to pay
Employee the gross amount of [PAYMENT AMOUNT EXPRESSED IN WORDS] dollars ($[PAYMENT
AMOUNT EXPRESSED IN NUMERALS]) (the “Severance Pay”) over the [NUMBER
OF WEEKS EXPRESSED IN WORDS] ([NUMBER OF WEEKS EXPRESSED IN NUMERALS])-week
period immediately following the effective date of this Agreement (the “Severance Period”), less applicable taxes and
other lawful withholdings, which shall be payable in the same amounts and manner as Employee’s regular base salary payment
was made immediately prior to the Termination Date in accordance with the Company’s normal payroll schedule and practices
in equal installments (except the last payment, which may be more or less than the others). Notwithstanding the foregoing, such
payroll continuation payments shall not commence or shall cease (as the case may be) in the event that Employee becomes reemployed
by the Company or any of the Company Releasees at any time during the Severance Period. Under no circumstances shall Employee receive
any portion of the Severance Pay after the conclusion of the Severance Period so long as the Company has paid Employee all amounts
due and owing hereunder during the Severance Period. Employee shall also be entitled to receive the Accrued Bonus, the Pro Rata
Bonus and the Medical Benefits in accordance with the terms of the Employment Agreement as well as Employee’s equity awards
in accordance with the terms of the equity award agreements and the Employment Agreement.


 


2.                 
Consideration. Employee acknowledges that the Severance Pay and other consideration set forth herein exceeds that
to which Employee would otherwise be entitled upon termination of employment without providing a release of claims under the normal
operation of the Company’s benefit plans, policies, and/or practices. Irrespective of whether Employee signs this Agreement,
Employee will be paid all compensation earned through the Termination Date and will retain any rights Employee may otherwise have
to medical, dental, and vision benefits continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act or
other  


 






    	 	C-3	 



     


    

 


applicable law (which rights will be explained in greater detail in a separate notice provided to Employee).




 


3.                 
Waiver and Release. For valuable consideration from the Company, receipt of which is hereby acknowledged, Employee
waives, releases, and forever discharges the Company and its current and former parents, subsidiaries, affiliates, divisions, shareholders,
owners, members, officers, directors, attorneys, agents, employees, successors, and assigns, and the Company’s parents’,
subsidiaries’, and affiliates’ divisions, shareholders, owners, members, officers, directors, attorneys, agents, employees,
successors, and assigns (collectively referred to as the “Company Releasees”) from any and all rights, causes of action,
claims or demands, whether express or implied, known or unknown, that arise on or before the date that Employee executes this Agreement,
which Employee has or may have against the Company and/or the Company Releasees and which related to Employee’s employment
or termination of employment, including, but not limited to, any rights, causes of action, claims, or demands relating to or arising
out of the following:


 


(a)               
anti-discrimination, anti-harassment, and anti-retaliation laws, such as the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, and Executive Order 11141, which prohibit employment discrimination based on age; Title VII of
the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Equal Pay Act, and Executive Order
11246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Genetic Information Nondiscrimination
Act, which prohibits discrimination on the basis of genetic information; the Americans With Disabilities Act and Sections 503 and
504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state, or local
laws prohibiting employment or wage discrimination; and


 


(b)              
other employment laws, such as the Worker Adjustment and Retraining Notification Act, which requires that advance notice
be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects
employee benefits; the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances;
state laws which regulate wage and hour matters, including all forms of compensation, vacation pay, sick pay, compensatory time,
overtime, commissions, bonuses, and meal and break periods; state family, medical, and military leave laws, which require employers
to provide leaves of absence under certain circumstances; the Sarbanes Oxley Act; and any other federal, state, or local laws relating
to employment which—to the extent Employee performed work for the Company in West Virginia—would include, without limitation,
the West Virginia Human Rights Act, and—to the extent Employee performed work for the Company in New Jersey—would include,
without limitation, the New Jersey Conscientious Employee Protection Act; and


 


(c)               
tort, contract, and quasi-contract claims, such as claims for wrongful discharge, physical or personal injury, intentional
or negligent infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion
of privacy, interference with contract or with prospective economic advantage, breach of  


 






    	 	C-4	 



     


    

 


express or implied contract, unjust enrichment,
promissory estoppel, breach of covenants of good faith and fair dealing, negligent hiring, negligent supervision, negligent retention,
and similar or related claims; and




 


(d)              
all remedies of any type, including, but not limited to, damages and injunctive relief, in any action that may be brought
on Employee’s behalf against the Company and/or the Company Releasees by any government agency or other entity or person.


 


Employee understands
that Employee is releasing claims about which Employee may not know anything at the time Employee executes this Agreement. Employee
acknowledges that it is Employee’s intent to release such unknown claims, even though Employee recognizes that someday Employee
might learn new facts relating to Employee’s employment or learn that some or all of the facts Employee currently believes
to be true are untrue, and even though Employee might then regret having signed this Agreement. Nevertheless, Employee acknowledges
Employee’s awareness of that risk and agrees that this Agreement shall remain effective in all respects in any such case.
Employee expressly waives all rights Employee might have under any laws, including, without limitation, the laws set forth in Exhibit
A to this Agreement, intended to protect Employee from waiving unknown claims.


 


4.                 
Excluded Claims. Notwithstanding anything to the contrary in this Agreement, the waiver and release contained in
this Agreement shall exclude any rights or claims that (a) may arise after the date on which Employee executes this Agreement;
(b) cannot be released under applicable law (such as worker’s compensation and unemployment insurance claims); (c) rights
to indemnification and advancement of fees under (A) the organizational documents of the Company or any of its affiliates (to the
extent consistent with applicable law) and (B) any indemnification agreement with the Company or any of its affiliates; (d) rights
under any directors’ and officers’ insurance coverage provided by the Company or any of its affiliates covering Employee;
or (e) rights as an equity holder of the Company. In addition, the Parties agree that this Agreement shall not adversely affect,
alter, or extinguish any vested right that Employee may have with respect to any pension or other retirement benefits to which
Employee is or will be entitled by virtue of Employee’s employment with the Company, and nothing in this Agreement shall
prohibit Employee from enforcing such rights. Moreover, nothing in this Agreement shall prevent or preclude Employee from challenging
in good faith the validity of this Agreement, nor does it impose any conditions precedent, penalties, or costs for doing so, unless
specifically authorized by applicable law.


 


5.                 
No Other Claims. Except to the extent previously disclosed by Employee in writing to the Company, Employee represents
and warrants that Employee has (a) filed no claims, lawsuits, charges, grievances, or causes of action of any kind against
the Company and/or the Company Releasees and, to the best of Employee’s knowledge, Employee possesses no claims (including
Fair Labor Standards Act [“FLSA”] and worker’s compensation claims); (b) received any and all compensation
(including overtime compensation), meal periods, and rest periods to which Employee may have been entitled, and Employee is not
currently aware of any facts or circumstances constituting a violation by the Company and/or the Company Releasees of the FLSA
or other applicable wage, hour, meal period, and/or rest period laws; and (c) not suffered any work-related injury or illness
within the twelve (12) months preceding Employee’s execution of this Agreement, and Employee is not currently aware
of any facts or circumstances  


 






    	 	C-5	 



     


    

 


that would give rise to a worker’s compensation claim against the Company and/or the Company
Releasees.




 


6.                 
Wage Deduction Orders. Employee represents and warrants that Employee is not subject to any wage garnishment or deduction
orders that would require payment to a third party of any portion of the Severance Pay. Any exceptions to the representation and
warranty contained in this Paragraph must be described in writing and attached to the executed copy of this Agreement that Employee
submits to the Company. Such disclosure shall not disqualify Employee from receiving Severance Pay under this Agreement; provided,
however, that the amount of Severance Pay described in Paragraph 1 shall be reduced in accordance with any such wage garnishment
or deduction order as required by applicable law.


 


7.                 
Duty to Cooperate. Employee agrees that Employee will remain reasonably available to the Company, after taking into
account Employee’s other professional and personal commitments, as needed to assist in the defense of the Company’s
interests in pending or threatened litigation and any other administrative and regulatory proceedings which currently exist or
which may arise in the future and involve the conduct of the Company’s business activities during the period of Employee’s
employment with the Company. Employee’s obligations under this Paragraph with respect to the defense of the Company’s
interests shall survive the Termination Date and the termination of this Agreement. The Company shall pay all reasonable out-of-pocket
expenses (excluding attorneys’ fees, unless (a) the Company is otherwise contractually required to do so, or (b) retention
of Employee’s own counsel is reasonably necessary) incurred by Employee in connection with rendering services under this
Paragraph.


 


8.                 
Non-Disparagement. Employee will refrain from making negative or disparaging remarks about the Company or the Company
Releasees. Employee will not provide information or issue statements regarding the Company or the Company Releasees, or take any
other action, that would cause the Company or the Company Releasees embarrassment or humiliation or otherwise cause or contribute
to them being held in disrepute. The Company will cause its directors and executive officers to refrain from making any official
statements (written or oral) that are negative or disparaging about the Employee or his affiliates or representatives. The Company
will cause its directors and executive officers to not take any other action that would cause the Employee, his affiliates or representatives
humiliation or otherwise cause or contribute to them being held in disrepute.


 


9.                 
Right to Communicate. Notwithstanding any provision of this Agreement or any other agreement executed by Employee
to the contrary, there shall be no restriction on Employee’s ability to (a) report violations of any law or regulation,
(b) provide truthful testimony or information pursuant to subpoena, court order, or similar legal process, (c) provide
truthful information to government or regulatory agencies, or (d) otherwise engage in whistleblower activity protected by
the Securities Exchange Act of 1934, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or any rules or regulations
issued thereunder, including, without limitation, Rule 21F-17. In addition, 18 U.S.C. §1833(b) provides, “An individual
shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret
that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly,
or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is
made in a complaint or other


 






    	 	C-6	 



     


    

 


document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing
in this Agreement, any other agreement executed by Employee, or any Company policy is intended to conflict with this statutory
protection.




 


10.             
Waiver of Future Employment With the Company. Employee agrees not to apply for employment, or seek reinstatement,
with the Company or any of its current or former parents, subsidiaries, or affiliates (“Restricted Employer(s)”), and
further agrees that the Company (and Restricted Employers) has no obligation to hire or rehire Employee at any time in the future.
Employee forever releases, waives, and relinquishes any right or claim to be hired by, or to reinstatement with, the Company (or
any Restricted Employer). Employee agrees that this Agreement is a lawful, non-discriminatory, and non-retaliatory basis upon which
the Company (or any Restricted Employer) may refuse to hire or rehire Employee.


 


11.             
Non-Admission of Liability. The Parties agree that nothing contained in this Agreement is to be construed as an admission
of liability, fault, or improper action on the part of either of the Parties.


 


12.             
Return of Company Property. Except as otherwise expressly permitted by the Employment Agreement, Employee represents
and warrants that Employee has returned all property belonging to the Company, including, but not limited to, all keys, access
cards, office equipment, computers, cellular telephones, notebooks, documents, records, files, written materials, electronic information,
credit cards bearing the Company’s name, and other Company property (originals or copies in whatever form) in Employee’s
possession or under Employee’s control, with the exception of this Agreement and compensation and benefits-related documents
concerning Employee.


 


13.             
Consultation With Legal Counsel. The Company hereby advises Employee to consult with an attorney prior to signing
this Agreement. In addition, to the extent Employee performed work for the Company in West Virginia, the Company hereby provides
Employee with the telephone number of the West Virginia State Bar Association (1-866-989-8227), as required by applicable West
Virginia law.


 


14.             
Review and Revocation Periods. Employee acknowledges that Employee has been given at least twenty-one (21) days
to consider this Agreement from the date that it was first given to Employee. Employee agrees that changes in the terms of this
Agreement, whether material or immaterial, do not restart the running of the twenty-one (21)-day consideration period.
Employee may accept the Agreement by executing this Agreement within the designated time period, but no sooner than the
first day after the Termination Date. If Employee is employed in any state other than Minnesota, Employee shall have seven (7) days
from the date that Employee executes the Agreement to revoke Employee’s acceptance of the Agreement by delivering written
notice of revocation within the seven (7)-day period to the following Company contact:


 


Jill Damman


Vice President, Human Resources


BioScrip, Inc.


1600 Broadway, Suite 950


Denver, CO 80202










    	 	C-7	 



     


    






If Employee does not revoke acceptance,
this Agreement will become effective and irrevocable by Employee on the eighth day after Employee has executed it.


 


Notwithstanding the foregoing, if Employee
is employed in Minnesota, the same revocation procedure shall apply with the exception that Employee shall have fifteen (15) days,
rather than seven (7) days, to revoke Employee’s acceptance.


 


For the avoidance of doubt, if Employee
elects not to execute this Agreement and return it to the Company by [DATE AT LEAST 22 DAYS
AFTER THIS AGREEMENT IS GIVEN TO THE EMPLOYEE] (the “Expiration Date”), the offer to pay the Severance Pay will
automatically expire on the Expiration Date. If Employee or Employee’s agent proposes new or different terms to the Company
from those contained in this Agreement, such proposal will nullify the offer to pay Severance Pay unless and until the Company
renews its offer or makes a subsequent offer, in which case the terms of the renewed or subsequent offer (if any) will control.
If Employee exercises any right of revocation Employee has under this Agreement, the offer to pay the Severance Pay will expire
on the date of such revocation.


 


15.             
Choice of Law. This Agreement is made and entered into in [STATE IN WHICH
EMPLOYEE IS EMPLOYED] and, to the extent the interpretation of this Agreement is not governed by applicable federal law,
shall be interpreted and enforced under and shall be governed by the laws of that state.


 


16.             
Severability. Should any provision of this Agreement be held to be illegal, void or unenforceable, such provision
shall be of no force and effect. However, the illegality or unenforceability of any such provision shall have no effect upon, and
shall not impair the enforceability of, any other provision of this Agreement.


 


17.             
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all
of which shall constitute one and the same instrument.


 


18.             
Binding Effect. This Agreement shall be binding upon and inure to the benefit of Employee, the Company, and the Company
Releasees, and their respective representatives, predecessors, heirs, successors, and assigns.


 


19.             
Entire Agreement. This Agreement contains the complete understanding between the Parties as to the subject matter
contained herein, and no other promises or agreements shall be binding unless signed by both an authorized representative of the
Company and Employee. In signing this Agreement, the Parties are not relying on any fact, statement, or assumption not set forth
in this Agreement. Notwithstanding the foregoing, Employee understands that the Employment Agreement and any other agreements
signed by Employee to which the Company is party, a successor, or an assign concerning non-disclosure of confidential information,
non-competition, non-solicitation, tuition reimbursement, loan repayment, ownership of inventions or intellectual property, equity
or stock plans, or the like, are not superseded by this Agreement. Rather, the terms of such agreements are incorporated herein
by reference and, to the extent such agreements impose upon Employee additional and/or broader obligations than contained herein,


 






    	 	C-8	 



     


    

 


such terms and
conditions will be controlling unless the Company expressly waives in writing its right to enforce such terms and conditions.




 


20.             
Code Section 409A Compliance. It is intended that this Agreement shall comply with the provisions of Section 409A
of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“Code Section
409A”), or be exempt from the application of Code Section 409A. For purposes of Code Section 409A, the right to a series
of installment payments hereunder shall be treated as a right to a series of separate payments. In no event may Employee, directly
or indirectly, designate the calendar year of any payment under this Agreement. Notwithstanding any provision in this Agreement
to the contrary, any references to termination of employment or Termination Date shall mean and refer to “separation from
service” and the date of such “separation from service” as that term is defined in Code Section 409A.


 


21.             
Specified Employee. Notwithstanding any other provision of this Agreement to the contrary, if Employee is considered
a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation”
within the meaning of Code Section 409A that is otherwise due to Employee as a result of such Employee’s “separation
from service” under this Agreement during the six (6)-month period immediately following Employee’s “separation
from service” shall be accumulated and paid to the Employee on the first day of the seventh month following such “separation
from service” (“Delayed Payment Date”), provided that if Employee dies prior to the payment of such amounts,
such amounts shall be paid to the personal representative of Employee’s estate on the first to occur of the Delayed Payment
Date or ten (10) days following the date of Employee’s death.


 


22.             
Representation and Warranty of Understanding. By signing below, Employee represents and warrants that Employee: (a) has
carefully read and understands the terms of this Agreement; (b) is entering into the Agreement knowingly, voluntarily and
of Employee’s own free will; (c) understands its terms and significance and intends to abide by its provisions without
exception; (d) has not made any false statements or representations in connection with this Agreement; and (e) has not
transferred or assigned to any person or entity not a party to this Agreement any claim or right released hereunder, and Employee
agrees to indemnify the Company and hold it harmless against any claim (including claims for attorneys fees or costs actually incurred,
regardless of whether litigation has commenced) based on or arising out of any alleged assignment or transfer of a claim by
Employee.


 





	 	 	 
	[EMPLOYEE NAME]	 	DATE


  


BIOSCRIP, INC.


 


	BY: 	 	 
	 	 	 
	ITS: 	 	 
	 	 	 
	DATE: 	 	 


  




    	 	C-9	 



     


    

 


Exhibit A


 


As emphasized in the Agreement, Employee
understands that Employee is releasing claims that Employee may not know about and that Employee expressly waives and relinquishes
all rights and benefits which Employee may have under any state or federal statute or common law principle that would otherwise
limit the effect of this release to claims known or suspected prior to the date Employee sign this Agreement, including, but not
limited to, the effect of protections afforded by the following laws:


 


1.       California
Employees


 


Section 1542 of the Civil Code of the State
of California states as follows:


 


“A general release does not extend
to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or her settlement with the debtor.”


 


2.       Montana
Employees


 


Section 28-1-1602 of the Montana Code Annotated
states as follows:


 


“A general release does not extend
to claims which the creditor does not know or suspect to exist in the creditor’s favor at the time of executing the release,
which, if known by the creditor, must have materially affected the creditor’s settlement with the debtor.”


 


3.       North
Dakota Employees


 


Section 9-13-02 of the North Dakota Century
Code states as follows:


 


“A general release does not extend
to claims which the creditor does not know or suspect to exist in the creditor’s favor at the time of executing the release,
which if known by the creditor, must have materially affected the creditor’s settlement with the debtor.”


 


4.       South
Dakota Employees


 


Section 20-7-11 of the South Dakota Codified
Laws states as follows:


 


“A general release does not extend
to claims which the creditor does not know or suspect to exist in his [or her] favor at the time of executing the release, which
if known by him [or her] must have materially affected his [or her] settlement with the debtor.”


 


Thus, notwithstanding the provisions of
Section 1542 of the Civil Code of the State of California, Section 28-1-1602 of the Montana Code Annotated, Section 9-13-02 of
the North Dakota Century Code, and Section 20-7-11 of the South Dakota Codified Laws, and for the purpose of implementing a full
and complete release and discharge of the Company and the Company Releasees, Employee expressly acknowledges that this release
is intended to include in its effect, without limitation, all claims which Employee does not know or suspect to exist in Employee’s
favor at the time Employee executes this Agreement, and that this Agreement contemplates the extinguishment of any such claims.




 






    	 	C-10