Exhibit
10.1

# APRIA HEALTHCARE GROUP
INC. 2007 EXECUTIVE BONUS
PLAN

This document sets forth the terms of
the 2007 Executive Bonus Plan (the Plan) of Apria Healthcare Group Inc. (the
Company).

# Operation of the Plan

Potential Bonus.
  The Companys Chief Executive Officer, President and Chief Operating Officer and
Chief Financial Officer, as well as the Companys Executive Vice Presidents and the
Senior Vice Presidents designated by the Compensation Committee of the Companys
Board of Directors (the Committee) as participating in the Plan, may be
eligible to receive a bonus under the Plan (the bonus opportunity). The target
bonus opportunity for any such participant under the Plan is equal to 100% of the
participants annualized rate of base salary as in effect on January 1, 2007 (the
participants 2007 rate of base salary), and the maximum bonus
opportunity for any such participant under the Plan is equal to 150% of the
participants 2007 rate of base salary.

Components of Potential Bonus
and their Relative Weights.   The portion of a participants bonus
opportunity that is actually paid out will depend upon the actual level of the
Companys [confidential financial performance measures
omitted] (each, a performance measure) for calendar 2007
compared to the target level of such performance measures for 2007 (as set forth below).
For purposes of the Plan, all of such performance measures will be determined on a
consolidated basis in accordance with generally accepted accounting principles as applied
in the Companys financial reporting, and each performance measure will be
weighted equally.

For each performance measure, there
is a minimum performance goal that must be achieved (a threshold) in order for
a bonus to be payable with respect to that performance measure, a target performance goal
(a target) that must be achieved for the bonus to be paid at the target level
with respect to that performance measure, and a maximum performance goal (a
maximum) that must be achieved for the bonus to be paid at the maximum level
with respect to that performance measure. If the Company does not meet the threshold level
for a particular performance measure, no bonus will be payable with respect to that
performance measure. If the Company meets the target level for a particular measure, then
100% of the one-third portion of the participants bonus opportunity that is payable
with respect to that performance measure will be payable, subject to the other terms and
conditions of the Plan. If the Company meets or exceeds the maximum level for a particular
measure, then 150% of the one-third portion of the participants bonus opportunity
that is payable with respect to that performance measure will be payable, subject to the
other terms and conditions of the Plan.

If the Company meets or exceeds the
threshold level for a particular performance measure but does not meet the target or
maximum level for that measure, then the portion of the bonus opportunity that will be
payable with respect to that performance measure will be determined by linear
interpolation with (i) 50% of the portion of the bonus opportunity payable with respect to
the performance measure for achievement at the threshold level, (ii) 100% of the portion
of the bonus opportunity payable with respect to the performance measure for achievement
at the target level and (iii) 150% of the portion of the bonus opportunity payable with
respect to the performance measure for achievement at the maximum level. The threshold,
target and maximum levels for each performance measure are set forth in the following
chart:

|Threshold, Target and Maximum Levels for Performance Measures
|-------------------------------------------------------------
|
|Threshold Level                                              
|Target Level                                                 
|Maximum Level                                                

# Payment Terms

Award Payment and
Timing.   As soon as administratively practicable after the Companys
audited financial statements for 2007 have been prepared, the Committee will determine
whether and the extent to which bonuses are payable pursuant to the Plan. No payment shall
be made with respect to the Plan unless and until the Committee has certified, by
resolution or other appropriate action in writing, that the amount of any such bonus has
been accurately determined in accordance with the terms, conditions and limits of the Plan
and that the applicable performance condition(s) were, in fact, satisfied at the
applicable level(s). To the extent a participant is entitled to a bonus under the Plan,
such bonus shall be paid promptly following such determination by the Committee and, to
the extent required to satisfy Section 409A of the Internal Revenue Code, in no event
later than March 15, 2008.

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*  Performance measure omitted.

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Payment shall be made in cash;
provided, however, that as to a participant who, at the time the Committee makes its bonus
determination as to that participant, is subject to but is not then in compliance with the
applicable target level of Company stock ownership required pursuant to the Companys
Stock Ownership Requirements for Senior Executive Officers (the Requirements),
the Committee shall pay up to one-half of the participants bonus in Company common
stock (with the balance paid in cash). In the event of any stock payment and subject to
adjustment pursuant to Section 7.1 of the Plan (adjustments for stock splits and similar
changes in capitalization), the number of shares to be delivered to the participant shall
equal (1) the portion (expressed as a cash amount) of the participants bonus to be
paid in the form of Company common stock, divided by (2) the fair market value (as such
term is defined in the Plan) of a share of Company common stock on the date such bonus
determination is made by the Committee, and rounded down to the nearest whole share (with
any fractional share amount to be settled in cash). Any such shares so delivered (or such
lesser portion of such shares as is required to bring the participant into compliance with
the applicable target level of Company stock ownership required pursuant to the
Requirements) shall be retained by the participant to satisfy the Requirements for so long
as the participant is subject to the Requirements.

# Other Rules

Termination of Employment
Rules.   Except as provided below, a participant must be employed by the
Company or one of its affiliates or subsidiaries on the date that bonus payments are
actually made under the Plan in order to be eligible to receive a bonus under the Plan
(subject to the achievement of the applicable performance measures), and a participant
will have no right to a Plan bonus (or any partial bonus) if the participants
employment terminates or is terminated (regardless of the reason, whether with or without
cause) prior to the time that bonuses are paid under the Plan.

If a participants employment
with the Company or one of its affiliates is terminated after June 30, 2007 but prior to
December 31, 2007 by the Company or the affiliate that employs the participant other than
for Cause (as defined below) and other than on account of the participants death or
Disability (as defined below), the participant will be entitled to a bonus under the Plan
equal to (1) the bonus the participant would have received under the Plan had the
participant remained employed with the Company or one of its affiliates through the time
that bonuses are actually paid under the Plan, multiplied by (2) a fraction, the numerator
of which is the number of calendar days in 2007 that occurred prior to the termination of
the participants employment and the denominator of which is 365. Payment of the
bonus will be made at the same time as the payment of Plan bonuses generally.

For purposes of the Plan,
Cause and Disability shall have the respective meanings assigned
to such terms in the participants Executive Severance Agreement or Employment
Agreement.

Change in Control
Event.   Notwithstanding anything to the contrary in the Plan, in the event a
Change in Control Event (as defined in the Companys 2003 Performance Incentive Plan)
occurs in 2007, the Plan will immediately terminate upon the event, and a participant who
is employed by the Company or one of its affiliates immediately prior to such event will
be entitled to a bonus under the Plan equal to (1) the participants target bonus
opportunity, multiplied by (2) a fraction, the numerator of which is the number of
calendar days in 2007 that occurred prior to the Change in Control Event and the
denominator of which is 365. In such event, Plan bonuses will be paid entirely in cash on
the effective date of the Change in Control Event.

No Assignment.
  The rights, if any, of a participant or any other person to any payment or other benefits
under the Plan may not be assigned, transferred, pledged, or encumbered except by will or
the laws of descent or distribution.

Taxation.  
          Bonus payments will be taxed as ordinary income (wages) in the year of payment.
          All payments will be subject to required income, employment and other tax
          withholdings and any other authorized deductions. Without limiting the
          generality of the preceding sentence, in the event any bonus is paid in a
          combination of cash and Company common stock, the Company may reduce the amount
          of cash otherwise payable by the amount of such tax withholdings and any other
          authorized deductions on the total amount otherwise payable (including the
          portion to be paid in Company common stock).

Amendment.The Committee reserves the right to amend and/or terminate the
          Plan at any time and in any manner, with or without notice; provided, however,
          that the consent of a participant will be required to the extent such amendment
          or termination materially and adversely affects the participants rights
          under the Plan. Adjustments pursuant to the Adjustment section below
          shall not require participant consent. No amendment shall be binding upon the
          Company unless approved by the Committee and set forth in writing.

No Fiduciary
Relationship.   Nothing contained in the Plan and no action taken pursuant to
the provisions of the Plan shall create or be construed as creating a trust or any kind of
fiduciary relationship between the Company and any of its affiliates on one hand, and any
participant or any other person on the other hand.

No Right to Bonus or Continued
Employment.   Nothing contained in the Plan or any related document
constitutes an employment or service commitment by the Company (or any affiliate), affects
an employees status as an employee at will who is subject to termination without
cause, confers upon any participant any right to remain employed by or in service to the
Company (or any affiliate), or interferes in any way with the right of the Company (or any
affiliate) to terminate a participants employment or to change the
participants compensation or other terms of employment at any time. The Plan does
not constitute a contract and does not confer upon any person any right to receive a bonus
or any other payment or benefit. There is no commitment or obligation on the part of the
Company (or any affiliate) to continue any bonus plan (similar to the Plan or otherwise)
in any future fiscal year.

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Administration.The Committee shall administer the Plan, select participants for
          the Plan, determine the applicable performance measures, relative weights of
          those measures, specific performance goals, and bonus opportunities, determine
          performance and the extent to which any applicable goals have been satisfied,
          determine whether any bonus is actually payable under the Plan and, subject to
          the express limitations of the Plan, the amount of each bonus, and determine the
          time or times at which and the form and manner in which bonuses will be paid.
          The Committee shall have the authority to construe and interpret the Plan and
          any agreement or other document relating to the Plan. All actions taken and all
          interpretations and determinations made by the Company in respect of the Plan
          shall be conclusive and binding on all persons and shall be given the maximum
          deference permitted by law. Bonuses under the Plan are granted pursuant to
          Section 5.2 of the Companys 2003 Performance Incentive Plan (the
          Stock Plan) and are intended to qualify as performance-based
          compensation within the meaning of Section 162(m) of the Internal Revenue
          Code (Section 162(m)). The Plan will be construed in accordance with
          the applicable provisions of the Stock Plan and Section 162(m) and any
          applicable regulations thereunder.

Agreements Regarding
  Noncompetition and Nonsolicitation. Notwithstanding anything else contained
herein to the contrary, the right of any current or former participant in the Plan to a
bonus or with respect to any bonus that is payable or has, at the relevant time,
previously been paid pursuant to the Plan to the participant is subject to the terms and
conditions of the participants Noncompetition and Nonsolicitation
Agreement with the Company (or any similar or successor agreement, as applicable),
including any such agreement that may be entered into after the effective date of the Plan
(the participants Noncompetition and Nonsolicitation Agreement). The
Plan is one of the participants Incentive Compensation Plans as defined in such
Noncompetition and Nonsolicitation Agreement. By accepting any bonus payment made pursuant
to the Plan, the participant affirms his or her representations, covenants and agreements
set forth in his or her Noncompetition and Nonsolicitation Agreement and agrees that his
or her rights with respect to such payment are and shall continue thereafter to be subject
to such Noncompetition and Nonsolicitation Agreement.

Adjustments.
  
          The Committee shall, to the extent it determines appropriate in order to
          preserve the intended incentives, adjust the performance thresholds, targets and
          maximum levels to mitigate the unbudgeted impact of material, unusual or
          nonrecurring gains and losses, accounting changes or other extraordinary events
          not foreseen at the time the targets were established, including without
          limitation the effects of any unbudgeted changes in government reimbursement
          rates. Notwithstanding the foregoing, the Committee will not make any change or
          adjustment under the Plan to the extent it would cause Plan bonuses to cease to
          qualify as performance-based compensation within the meaning of
          Section 162(m). No adjustments may be made on or following the occurrence of a
          Change in Control Event, except by the Committee as constituted immediately
          prior to such Change in Control Event within a reasonable period of time
          following the occurrence of such Change in Control Event.