EX-10.15






 Apria, Inc. has requested confidential treatment of this registration statement and
associated correspondence 
 pursuant to Rule 83 of the Securities and Exchange Commission. 

 

 Exhibit 10.15 

SENIOR VICE PRESIDENT SEVERANCE AGREEMENT 

This Executive Severance Agreement (this “Agreement”) is made as of this 7th day of August, 2014, between Apria Healthcare LLC, a Delaware limited liability company (the “Company”), and Raoul Smyth (the “Executive”). 

RECITALS 
 A. It is the
desire of the Company to retain the services of the Executive and to recognize the Executive’s contribution to the Company. 
 B. The
Company and the Executive wish to set forth certain terms and conditions of the Executive’s employment 
 C. The Company wishes to
provide to the Executive certain benefits in the event that his employment is terminated by the Company without Cause (as defined below) or in the event that he terminates his employment with Good Reason (as defined below), in order to encourage the
Executive’s performance and continued commitment to the Company. 
 NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements set forth below, the parties hereto agree as follows: 
 1. Positions and Duties. During the
period of his employment with the Company (the “Period of Employment”), the Executive shall serve as the Company’s Senior Vice President and Associate General Counsel, or in such
other position and shall undertake such duties and have such authority as the Company, through its Chief Executive Officer or its General Counsel, shall assign to the Executive from time to time in the Company’s sole and absolute discretion.
The Company has the right to change the nature, amount or level of authority and responsibility assigned to the Executive at any time, for any reason or no reason, and with or without cause. The Company may also change the title or titles assigned
to the Executive at any time, for any reason or no reason, and with or without cause. The Executive agrees to devote substantially all of his working time and efforts to the business and affairs of the Company. The Executive further agrees that he
shall not undertake any outside activities which create a conflict of interest with his duties to the Company, or which, in the judgment of the Chief Executive Officer or the General Counsel of the Company, interfere with the performance of the
Executive’s duties to the Company. 
 2. Compensation and Benefits. During the Period of Employment, the Executive shall be
entitled to the compensation and benefits set forth in this Section 2. 
 (a) Salary. The Executive’s salary shall be such
salary as the Company assigns to him from time to time in accordance with its regular practices and policies. The parties to this Agreement recognize that the Company may, in its sole discretion, change such salary on a prospective basis at any
time. 
 (b) Bonus. The Executive shall be entitled to participate in the Company’s Incentive Compensation Plan or such other
bonus plans applicable to his position as may be in effect from time to time. The parties to this Agreement recognize that such bonus plans may be amended and/or terminated by the Company at any time without the consent of the Executive in
accordance with the terms of such bonus plans. 

  














 Apria, Inc. has requested confidential treatment of this registration statement and
associated correspondence 
 pursuant to Rule 83 of the Securities and Exchange Commission. 

 

 (c) Expenses. The Executive shall be entitled to receive reimbursement for all
reasonable and customary expenses incurred by the Executive in performing services for the Company in accordance with the Company’s reimbursement policies as they may be in effect from time to time. The parties to this Agreement recognize that
such policies may be amended and/or terminated by the Company at any time without the consent of the Executive. Any reimbursement made to the Executive pursuant to this Section 2(c) shall be made as soon as reasonably practicable but in all
events not later than the end of the calendar year following the year in which the related expense was incurred. 
 (d) Other
Benefits. The Executive shall be entitled to participate in all employee benefit plans, programs and arrangements of the Company (including, without limitation, equity grants and insurance, retirement and vacation plans, the deferred
compensation plan and any other programs and arrangements), in accordance with the terms of such plans, programs or arrangements as they shall be in effect from time to time; provided, however, that nothing herein shall entitle the Executive to any
specific awards under the Company’s equity compensation plans or other discretionary employee benefit plans. The parties to this Agreement recognize that the Company may terminate or modify such plans, programs or arrangements at any time
without the consent of the Executive. 
 3. Grounds for Termination. The Executive’s employment may be terminated by the Company
or the Executive at any time, for any reason or no reason, with or without Cause or Good Reason (as such terms are defined below), and except as expressly provided herein, with or without any advance notice. The Executive’s employment may end
for any one of the following reasons: 
 (a) Without Cause or With Good Reason. The Executive or the Company may terminate the
Executive’s employment at any time, without Cause (in the case of the Company) or with Good Reason (in the case of the Executive), by giving the other party to this Agreement at least thirty (30) days advance written notice of such
termination. 
 (b) Death. The Executive’s employment hereunder shall terminate upon his death. 

(c) Disability. If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been
unable to perform the essential functions of his position, even with reasonable accommodation that does not impose an undue hardship on the Company, on a full-time basis for the entire period of six (6) consecutive months, and within thirty
(30) days after written notice of termination is given (which may occur before or after the end of such six-month period), shall not have returned to the performance of his duties hereunder on a full-time
basis (a “disability”), the Company may terminate the Executive’s employment on account of such disability. 

  














 Apria, Inc. has requested confidential treatment of this registration statement and
associated correspondence 
 pursuant to Rule 83 of the Securities and Exchange Commission. 

 

 (d) Cause. The Company may terminate the Executive’s employment hereunder for
Cause. For purposes of this Agreement, “Cause” shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) engaged in or committed willful misconduct;
(ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his duties after written demand for substantial performance is delivered by the Company that
specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government
investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in
fact have the effect of injuring the reputation or business of the Company; (vii) violated any fiduciary duty, (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business
Conduct; (x) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with
the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company; or (xi) engaged in or committed a breach of any term of this Agreement. For purposes of the above clauses
(i) and (vi) of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him without reasonable belief that his action or omission was in the best interest
of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without delivery to the Executive of a notice of termination signed by the Company’s Chief Executive Officer stating that, in the
good faith opinion of the officer signing such notice, the Executive has engaged in or committed conduct of the nature described above in the second sentence of this Section 3(d), and specifying the particulars thereof. 

4. Payments upon Termination. 

(a) Without Cause or with Good Reason. In the event that the Executive’s employment is terminated by the Company for any reason
other than death, disability or Cause as defined in Sections 3(b), (c) and (d) of this Agreement, or in the event that the Executive terminates his employment hereunder with Good Reason as defined in Section 4(b) of this Agreement, the
Executive shall be entitled to receive severance pay in an aggregate amount equal to 100% of his Annual Compensation, which shall be paid, subject to Section 11 (b), in periodic installments in accordance with the Company’s customary
payroll practices over a period of twelve (12) months, less any amounts required to be withheld by applicable law, with the first such installment payable (except as provided in the next sentence) in the month following the month in which the
Executive’s Separation from Service (as such term is defined in Section 4(g)) occurs; provided, however, that any such payment shall be contingent upon the Executive’s execution and delivery to the Company of a valid release of all
claims the Executive may have against the Company in a form acceptable to the Company and continued compliance with the restrictive covenants described in Sections 7-9 below; and provided, farther, that, if
the Executive provides such release of claims, in no event shall the Executive be entitled to payment pursuant to this Section 4(a) of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for
such release. In the event that the period of time for the Executive to deliver such release, and for such release to become 

  














 Apria, Inc. has requested confidential treatment of this registration statement and
associated correspondence 
 pursuant to Rule 83 of the Securities and Exchange Commission. 

 

 
irrevocable under applicable law, spans two taxable years of the Executive, the first installment of any such severance shall be paid in the second of such two taxable years. The Company will
also pay to the Executive any Accrued Obligations (as defined in Section 4(e) below). 
 (b) Annual Compensation. For purposes of
this Section 4, the term “Annual Compensation” means an amount equal to the Executive’s annual base salary at the rate in effect on the date on which the Executive received or gave written notice of his termination, plus an
amount determined by the Company from time to time in its sole discretion to be equal to the annual cost of providing the Executive with a continuation of his medical, dental and vision insurance under COBRA. 

(c) Good Reason. For purposes of this Section 4 the term “Good Reason” means the occurrence of any of the following,
without the written consent of the Executive: 
  

	 	(i)	 any material reduction in the Executive’s annual base salary; provided that, for this purpose, in no event
shall a general one-time “across-the-board” salary reduction not exceeding ten percent (10%) which is imposed
simultaneously on all executive officers of the Company be considered a “material reduction”; 


  

	 	(ii)	 any requirement by the Company that the Executive relocate his residence to be based at an office location
which will result in an increase of more than thirty (30) miles in the Executive’s one-way commute (which the parties agree constitutes a “material” relocation); or 



 

	 	(iii)	 failure of the Company to require a successor to expressly assume and perform this Agreement in accordance with
Section 5(a) below. 


 provided, however, that any such condition or conditions, as applicable, shall not constitute
grounds for “Good Reason” unless both (x) the Executive provides written notice to the Company of the condition claimed to constitute grounds for Good Reason within sixty (60) days of the initial existence of such conditions),
and (y) the Company fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of the Executive’s employment with the
Company shall not constitute a termination for “Good Reason” unless such termination occurs not more than one hundred and twenty (120) days following the initial existence of the condition claimed to constitute grounds for such a
“Good Reason.” 
 (d) Release of all Claims. The Executive understands and agrees that the Company’s obligation to pay
the Executive severance pay under this Agreement is subject to the Executive’s execution and delivery to the Company of a valid written waiver and release of all claims which the Executive may have against the Company and/or its successors in a
form acceptable to the Company in its sole and absolute discretion. 

  














 Apria, Inc. has requested confidential treatment of this registration statement and
associated correspondence 
 pursuant to Rule 83 of the Securities and Exchange Commission. 

 

 (e) No Mitigation or Offset. Notwithstanding anything herein to the contrary, the
amount of any payment or benefit provided for in this Section 4 shall not be reduced, offset or subject to recovery by the Company or any of its subsidiaries or affiliates by reason of any or subject to recovery by the Company or any of its
subsidiaries or affiliates by reason of any compensation earned by the Executive as the result of employment by another employer after the Executive’s employment with the Company terminates for any reason, unless such employment violates the
restrictions of Section 7 of this Agreement. In addition, the Executive shall be under no obligation to seek other employment or to take any other actions to mitigate the amounts payable under this Section 4. 

(f) Termination Due To Death, Disability or Cause; Termination by Executive Other Than for Good Reason. In the event that the
Executive’s employment is terminated due to his death or disability, by the Company for Cause or by the Executive other than for Good Reason, the Company shall not be obligated to pay the Executive any amount other than reimbursement for
business expenses incurred prior to his termination and in compliance with the Company’s reimbursement policies, any unpaid salary for days worked prior to the termination, all other amounts accrued or earned by the Executive through the date
of termination under the then existing plans and policies of the Company, and any amounts owing in respect of the Company’s indemnification obligations to the Executive (collectively, the “Accrued Obligations”). 

(g) Separation from Service. As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise
has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-l(h)(l), without regard to the optional
alternative definitions available thereunder. 
 5. Successors; Binding Agreement. 

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same
terms as he would be entitled to hereunder if be terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date of termination. As
used in this Agreement, “Company” shall mean the Company as herein before defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 5 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of law. 
 (b) This Agreement and all rights of the Executive
hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrator, successors, heirs, distributees, devisees and legatees. If the Executive should die


  














 Apria, Inc. has requested confidential treatment of this registration statement and
associated correspondence 
 pursuant to Rule 83 of the Securities and Exchange Commission. 

 

 
while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Executive’s estate. 
 6.
Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by facsimile, email or other
form of written electronic transmission, by overnight courier or by registered or certified mail, postage prepaid, or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows: 

If to the Executive: 
 Raoul Smyth

 [redacted] 
 If to the
Company: 
 Apria Healthcare Group Inc. 

26220 Enterprise Court 
 Lake
Forest, California 92630 
 Attention: Senior Vice President, Human Resources 

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be
effective only upon receipt. 
 7. Antisolicitation; Noncompetition. 

(a) The Executive promises and agrees that, during the period of his employment by the Company and for a period of one year thereafter, he will
not influence or attempt to influence customers or patients of the Company or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other
entity then in competition with the business of the Company, or any subsidiary or affiliate of the Company, where the identity of the customer or patient, or any information concerning the relationship between the customer or patient and the
Company, is a trade secret or other Confidential Material (as defined below). 
 (b) In order avoid the disclosure by the Executive of the
Company’s trade secrets or other Confidential Material, the Executive promises and agrees that, during the period of his employment by the Company and for a period of one year thereafter, he will not enter business or work with or for, whether
as an employee, consultant or otherwise, any of the following corporations, their successors or their respective parent/holding companies, subsidiaries or affiliates: Lincare Holdings, Inc.; Rotech Healthcare, Inc.; American HomePatient, Inc.;
Aerocare; Preferred Homecare/Lifecare Solutions; Braden Partners, dba Pacific Pulmonary Services; The MedGroup; Van G. Miller Associates, dba VGM and Landauer-Metropolitan, Inc. 

  














 Apria, Inc. has requested confidential treatment of this registration statement and
associated correspondence 
 pursuant to Rule 83 of the Securities and Exchange Commission. 

 

 (c) The Executive expressly acknowledges and agrees that if the Company has a reasonable good
faith belief that he is in violation of any of the restrictive covenants set forth in this Section 7 or in Sections 8 or 9, then the Company, following written notice to the Executive explaining the basis for its belief, may suspend any future
payments scheduled to be made pursuant to Section 4, unless and until the Executive establishes to the Company’s reasonable good faith satisfaction that no such violation has occurred. 

8. Soliciting Employees. The Executive promises and agrees that, for a period of one year following termination of his employment, he
will not, directly or indirectly, solicit any of the Company employees who earned annually $50,000 or more as a Company employee during the last six months of his own employment to work for any other business, individual, partnership, firm,
corporation, or other entity. 
 9. Confidential Information. 

(a) The Executive, in the performance of his duties on behalf of the Company, shall have access to, receive and be entrusted with confidential
information, including but not limited to systems technology, field operations, reimbursement, development, marketing, organizational, financial, management, administrative, clinical, customer, distribution and sales information, data,
specifications and processes presently owned or at any time in the future developed, by the Company or its agents or consultants, or used presently or at any time in the future in the course of its business that is not otherwise part of the public
domain (collectively, the “Confidential Material”). All such Confidential Material is considered secret and will be available to the Executive in confidence. Except in the performance of duties on behalf of the Company, the Executive shall
not, directly or indirectly for any reason whatsoever, disclose or use any such Confidential Material, unless such Confidential Material ceases (through no fault of the Executive’s) to be confidential because it has become part of the public
domain. All records, files, drawings, documents, notes, disks, diskettes, tapes, magnetic media, photographs, equipment and other tangible items, wherever located, relating in any way to the Confidential Material or otherwise to the Company’s
business, which the Executive prepares, uses or encounters during the course of his employment, shall be and remain the Company’s sole and exclusive property and shall be included in the Confidential Material. Upon termination of this Agreement
by any means, or whenever requested by the Company, the Executive shall promptly deliver to the Company any and all of the Confidential Material, not previously delivered to the Company, that may be or at any previous time has been in the
Executive’s possession or under the Executive’s control. 
 (b) The Executive hereby acknowledges that the sale or unauthorized use
or disclosure of any of the Company’s Confidential Material by any means whatsoever and at any time before, during or after the Executive’s employment with the Company shall constitute unfair competition. The Executive agrees he shall not
engage in unfair competition either during the time employed by the Company or any time thereafter. 

  














 Apria, Inc. has requested confidential treatment of this registration statement and
associated correspondence 
 pursuant to Rule 83 of the Securities and Exchange Commission. 

 

 10. Parachute Limitation. Notwithstanding any other provision of this Agreement, the
Executive shall not have any right to receive any payment or other benefit under this Agreement, any other agreement, or any benefit plan if such right, payment or benefit, taking into account all other rights, payments or benefits to or for the
Executive under this Agreement, all other agreements, and all benefit plans, would cause any right, payment or benefit to the Executive under this Agreement to be considered a “parachute payment” within the meaning of
Section 280G(b)(2) of the Internal Revenue Code as then in effect (a “Parachute Payment”). In the event that the receipt of any such right or any other payment or benefit under this Agreement, any other agreement, or any benefit plan
would cause the Executive to be considered to have received a Parachute Payment under this Agreement, then the Executive shall have the right, in the Executive’s sole discretion, to designate those rights, payments or benefits under this
Agreement, any other agreements, and/or any benefit plans, that should be reduced or eliminated so as to avoid having the right, payment or benefit to the Executive under this Agreement be deemed to be a Parachute Payment. 

11. Section 409A. 

(a) It is intended that any amounts payable under this Agreement and the Company’s and the Executive’s exercise of authority or
discretion hereunder shall comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Section 409A”) so as not to subject the Executive to payment of any
interest or additional tax imposed under Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Section 409A, the Agreement shall be construed and interpreted in a manner to
avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. 
 (b)
Notwithstanding any provision of this Agreement to the contrary, if the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A- l(i) as of the date of the Executive’s Separation from
Service, the Executive shall not be entitled to any payment or benefit pursuant to Section 4(a) until the earlier of (i) the date which is six (6) months after the Executive’s Separation from Service for any reason other than
death, or (ii) the date of the Executive’s death. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this
Section 11(b) shall be paid as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in
all events within thirty (30) days, after the date of the Executive’s death), and any such payments shall be increased by an amount equal to interest on such payments for the period commencing with the date such payment would have
otherwise been made but for this Section 11(b) (the “Original Payment Date”) and ending on the date such payment is actually made, at an interest rate equal to the prime rate in effect as of the Original Payment Date plus one point
(for this purpose, the prime rate will be based on the rate published from time to time in The Wall Street Journal). The provisions of this Section 11(b) shall only apply if, and to the extent, required to avoid the imputation of any tax,
penalty or interest pursuant to Section 409A of the Code. 

  














 Apria, Inc. has requested confidential treatment of this registration statement and
associated correspondence 
 pursuant to Rule 83 of the Securities and Exchange Commission. 

 

 12. Modification and Waiver. No provisions of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the SVP, Human Resources or Chief Executive Officer of the Company. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles. 

13. Severability. The provisions of this Agreement are severable and in the event that a court of competent jurisdiction determines that
any provision of this Agreement is in violation of any law or public policy, in whole or in part, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this Agreement that do not violate any
statute or public policy shall not be affected thereby and shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as
possible to the intentions of the parties under this Agreement. 
 14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 
 15.
Arbitration. Any dispute or controversy arising under or in connection with this Agreement or the Executive’s employment by the Company shall be settled exclusively by arbitration, conducted before a single neutral arbitrator in
accordance with the American Arbitration Association’s National Rules for Resolution of Employment Disputes as then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the
Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 7, 8 or 9 of this Agreement and the Executive hereby consents that
such restraining order or injunction may be granted without the necessity of the Company’s posting any bond, and provided, further, that the Executive shall be entitled to seek specific performance of his right to be paid until the date of
employment termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. Each party shall pay its own attorneys’ fees and costs. If any party prevails on a statutory claim which affords
attorneys’ fees and costs, the arbitrator may award reasonable attorneys’ fees and/or costs to the prevailing party. The fees and expenses of the arbitrator and the arbitration shall be borne by the Company. 

16. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto; and any prior agreement of the
parties hereto in respect of the subject matter contained herein is hereby terminated and canceled. 
 [signature page follows] 

  














 Apria, Inc. has requested confidential treatment of this registration statement and
associated correspondence 
 pursuant to Rule 83 of the Securities and Exchange Commission. 

 

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first
above written. 
  

			
	APRIA HEALTHCARE LLC
		
	    By:	 	 /s/ Robert S. Holcombe

		 	Name: Robert S. Holcombe
		 	Title: Executive Vice President, General Counsel and Secretary
	
	EXECUTIVE
		
	    By:	 	 /s/ Raoul Smyth

		 	Name: Raoul Smyth