# Exhibit 10.2

# APRIA HEALTHCARE GROUP
INC. 2003 PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS
RESTRICTED STOCK UNIT AWARD AGREEMENT (this Award Agreement) dated
_____________________ by and between APRIA HEALTHCARE GROUP INC., a Delaware
corporation (the Corporation), and ___________________________ (the
Grantee) evidences the award (the Award) of
restricted stock units (Stock Units) granted by the Corporation to the
Grantee as to the number of Stock Units first set forth below.

|                                                                           
|---------------------------------------------------------------------------
|Number of Stock Units:1  _____                                             
|Performance-Based Vesting Period:
1,2  January 1, 2007   December 31, 2007
|Time-Based Vesting Date:
1,2  March 7, 2007  February 16, 2010            
|                                                                           

The
Award is granted under the Apria Healthcare Group Inc. 2003 Performance Incentive Plan
(the Plan) and subject to the Terms and Conditions of Restricted Stock
Units (the Terms) attached to this Award Agreement (incorporated herein
by this reference) and to the Plan. The Award has been granted to the Grantee in addition
to, and not in lieu of, any other form of compensation otherwise payable or to be paid to
the Grantee. Capitalized terms are defined in the Plan if not defined herein. The parties
agree to the terms of the Award set forth herein. Without limiting the generality of the
foregoing, the Grantee specifically acknowledges and agrees to Section 20 of the Terms
(affecting the change in control provisions of certain of the Grantees other
outstanding awards), Section 21 of the Terms (regarding the application of the
Grantees Noncompetition and Nonsolicitation Agreement) and Section 22 of the Terms
(regarding the Corporations Stock Ownership Requirements.) The Grantee acknowledges
receipt of a copy of the Terms and the Plan.

|GRANTEE______________________________________Signature______________________________________Print Name |  | APRIA HEALTHCARE GROUP INC.a Delaware corporationBy:__________________________________Print Name:___________________________Title:________________________________
|-------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

CONSENT OF SPOUSE

In consideration of the Corporations
execution of this Award Agreement, the undersigned spouse of the Grantee agrees to be bound by all
of the terms and provisions hereof and of the Plan.

|__________________________________ Signature of Spouse |  | ______________________Date
|------------------------------------------------------ |  | --------------------------

_________________ 1    Subject to adjustment under Section 7 of the Terms
 and Section 7.1 of the Plan. 2    Subject to early
termination under Sections 2, 5 and 8 of the Terms and Section 7.4 of the Plan.

---

# TERMS AND CONDITIONS
OF RESTRICTED STOCK UNITS

1.    
          Stock Units; Vesting.

1.1
  Stock Units.   As
used herein, a Stock Unit is a non-voting unit of measurement which is deemed
for bookkeeping purposes to be equivalent in value to one outstanding share of Common
Stock of the Corporation. The Stock Units shall be used solely as a device for the
determination of any payment to eventually be made to the Grantee if and when such Stock
Units vest pursuant to this Section 1. One-third (1/3) of the Stock Units subject
to the Award shall be subject to the time-based vesting requirements set forth in
Section 1.2 (Time-BasedUnits). Two-thirds of the Stock Units
subject to the Award shall be subject to the performance-based and time-based vesting
requirements set forth in Section 1.3 (Performance-Based Units).

1.2
  Time-Based Units.  
Subject to Sections 2 and 5 below, one hundred percent (100%) of the Time-Based
Units subject to the Award shall vest and become nonforfeitable on the last day of the
Time-Based Vesting Period (as set forth on the cover page of this Award Agreement) (the
Time-Based Unit Vesting Date).

1.3
  Performance-Based
Units. The Performance-Based Units subject to the Award shall be subject to the
vesting requirements set forth in both Section 1.3.1 and Section 1.3.2.

1.3.1 Performance-Based Vesting  . Subject to Sections 1.3.2, 2
and 5 below, promptly following the conclusion of the Performance-Based Vesting Period
(as set forth on the cover page of this Award Agreement), the Compensation Committee of
the Corporations Board of Directors (the Committee) shall
determine the number of Performance-Based Units subject to the Award (if any) that have
become vested for purposes of this Section 1.3.1based on the actual performance of
the Corporation during the Performance-Based Vesting Period (Actual
Performance) relative to the performance threshold (Performance
Threshold) and performance target (Performance Target) for
each of the performance measures (each, a Performance Measure)
established by the Committee for such period as set forth on Schedule A attached hereto.
Subject to Section 1.3.2, Stock Units shall vest for purposes of this Section
1.3.1 as of the conclusion of the Performance Period, with respect to each Performance
Measure, as follows:

| |  | if Actual Performance for that Performance  Measure equals or exceeds
the Performance  Target, 30% or 20%,
     depending on the assigned  weighting for that Performance  Measure,  of the  Performance-Based  Units
     will vest on  February  16,  2008,  or as soon  thereafter  as the  achievement  can  practicably  be
     determined;                                                                                                                                                                                                                                                                                                                                                    
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if Actual Performance for that Performance  Measure equals but does not exceed the Performance  Threshold,
     15% or 10%,  respectively  (depending on the weighting) of the  Performance-Based  Units will vest on
     February 16, 2008, or as soon thereafter as the achievement can practicably be determined;                                                                                                                                                                                                                                                                                                                                                                                
| |  | if Actual  Performance  for that  Performance  Measure has  exceeded  the  Performance  Threshold  but the
     Performance  Target for that  Performance  Measure  has not been  achieved,  between  15% and 30%, or
     between 10% and 20%,  respectively  (depending on the weighting),  of the restricted stock units will
     vest on a linear basis (e.g.,  if the actual  revenue  performance  is exactly  between the threshold
     level and the target level for that performance  measure,  22.5% of the  Performance-Based  Units for
     revenue will vest),  in each case on February 16, 2008 or as soon  thereafter as the  achievement can
     practicably be determined; and
| |  | if  the  Performance   Threshold  for  that  Performance  Measure  has  not  been  achieved,   0%  of  the
     Performance-Based Units will vest as a result of performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

No more than 30% of the total number
of Performance-Based Units subject to the Award shall vest with respect to any particular
Performance Measure. Vesting pursuant to this Section 1.3.1 is cumulative as to all
Performance Measures (that is, the total number of Performance-Based Units subject to the
Award that vest with respect to one Performance Measure shall be added to the total number
of Performance-Based Units subject to the Award that vest with respect to each other
Performance Measure to determine the total number of Performance-Based Units subject to
the Award that vest pursuant to this Section 1.3.1). Performance-Based Units
subject to the Award that do not vest in accordance with this Section 1.3.1 shall
be forfeited without payment therefor as of the date that vesting is determined.

1.3.2   Time-Based Vesting of Performance-Based Units. Subject to
Sections 2 and 5 below and notwithstanding anything to the contrary in Section
1.3.1, (a) one-half (1/2) of the number of Performance-Based Units subject to the
Award that become vested for purposes of Section 1.3.1 shall become vested for
purposes of this Section 1.3.2as of the earlier of the date the Corporations
2007 financial results are audited and February 28, 2008, and (b) the remaining one-half
of the Performance-Based Units subject to the Award that become vested for purposes of
Section 1.3.1 shall become vested for purposes of this Section 1.3.2 as of
February 16, 2009 (the applicable vesting date referred to in clause (a) above and
February 16, 2009 are each referred to in this Award Agreement as a
Performance-Based Unit Vesting Date). In the event that the
Corporations 2007 financial results have not been audited as of February 28, 2008,
the number of Performance-Based Units that become vested for purposes of Section
1.3.1 and clause (a) of this Section 1.3.2 shall be determined by the Committee
in good faith based on the financial information then available. For avoidance of doubt,
subject to Sections 2 and 5 below, Performance-Based Units subject to the Award
shall not become payable, and there shall be no Distribution Date (as defined in
Section 4 below) with respect thereto, unless and until such Performance-Based
Units have become vested for purposes of both Section 1.3.1 and this Section
1.3.2.

# 2.     Termination of
Employment/Service; No Employment/Service Commitment.

2.1
   Continuance of
Employment/Service Required.   The vesting of Time-Based Units and Performance-Based
Units subject to the Award and the rights and benefits under this Award Agreement require
continued employment or service through the applicable Distribution Date (as defined in
Section 4) applicable to such units. Except as expressly provided in this Section 2
or in Section 5, employment or service for only a portion of the vesting period,
even if a substantial portion, will not entitle the Grantee to any proportionate vesting
or avoid or mitigate a termination of rights and benefits upon or following a termination
of employment or services as provided herein or under the Plan.

2.2   Possible Vesting upon
Termination of Employment/Service.   If the Grantee ceases to be employed by or ceases
to provide services to the Corporation or a Subsidiary, unless the provisions of
Section 5 apply in which case the provisions of that section shall prevail, the
following rules shall apply (the last day that the Grantee is employed by or provides
services to the Corporation or a Subsidiary is referred to as the Grantees
Severance Date). The Committee shall be the sole judge of whether the
Grantee continues to render employment or services for purposes of this Award Agreement.

2.2.1   Termination Due to Death, Disability or Retirement Prior to End of
Time-Based Vesting Period.   In the event the Grantees employment or
services terminate due to the Grantees death, Disability (as defined below) or
Retirement (as defined below) prior to the conclusion of the Time-Based Vesting Period,
the Time-Based Units subject to this Award shall vest on a pro rata basis as of the
Grantees Severance Date. The number of Time-Based Units that shall so vest shall
equal (i) the number of Time-Based Units subject to the Award (to the extent such units
are not then vested), multiplied by (ii) a fraction, the numerator of which shall be the
number of whole months during the Time-Based Vesting Period the Grantee was employed by or
rendered services to the Corporation or a Subsidiary, and the denominator of which shall
be the number of whole months in the Time-Based Vesting Period. If this Section
2.2.1 applies, any Time-Based Units subject to the Award that do not vest in
accordance with the foregoing provisions shall terminate as of the Grantees
Severance Date.

2.2.2   Termination Due to Death, Disability or Retirement Prior to End of
Performance-Based Vesting Period.   In the event the Grantees
employment or services terminate due to the Grantees death, Disability or Retirement
prior to the conclusion of the Performance-Based Vesting Period, the number of
Performance-Based Units subject to the Award that shall become vested as of the conclusion
of the Performance-Based Vesting Period shall equal (a) the number of Performance-Based
Units subject to the Award that would have vested as of the conclusion of the
Performance-Based Vesting Period in accordance with Section 1.3.1 above (assuming
no termination of employment or services had occurred), multiplied by (b) a fraction, the
numerator of which shall be the number of whole months during the Performance-Based
Vesting Period the Grantee was employed by or rendered services to the Corporation or a
Subsidiary, and the denominator of which shall be the number of whole months in the
Performance-Based Vesting Period (the Pro-Rata Fraction). If this
Section 2.2.2 applies, any Performance-Based Units subject to the Award that do not
vest in accordance with the foregoing provisions shall terminate as of the conclusion of
the Performance-Based Vesting Period.

2.2.3   Termination Due to Death, Disability or Retirement after Performance-Based
Vesting Period.   In the event the Grantees employment or services
terminate due to the Grantees death, Disability or Retirement after the conclusion
of the Performance-Based Vesting Period, the aggregate number of Performance-Based Units
subject to the Award that became vested as of the conclusion of the Performance-Based
Vesting Period in accordance with Section 1.3.1 above shall become vested as of the
Grantees Severance Date (to the extent outstanding and not otherwise vested on or
before such date pursuant to Section 1.3.2).

2.2.4   Termination for Any Reason Other than Death, Disability or
Retirement.   Subject to Section 5 below, in the event the
Grantees employment or services terminate for any reason other than the
Grantees death, Disability or Retirement, the Award and any Stock Units subject to
the Award, to the extent not vested (pursuant to Sections 1.2 and 1.3) on the
Severance Date, shall terminate as of the Severance Date.

2.2.5   Definitions.   For purposes of this Award Agreement,
Disability means a permanent and total disability (within the meaning
of Section 22(e)(3) of the Code or as otherwise determined by the Committee). For
purposes of this Award Agreement, Retirement means a termination of
employment by the Grantee that occurs both (a) upon or after the Grantees attainment
of age 55 and (b) upon or after the date when the sum of the Grantees age and the
Grantees years of service to the Corporation and its Subsidiaries (such years of
service determined in accordance with the rules for determining years of service under the
Corporations 401(k) Plan) is at least 60.

2.3   No Employment/Service Commitment.   Nothing contained in this Award Agreement
or the Plan constitutes a continued employment or service commitment by the Corporation or
any of its Subsidiaries, affects the Grantees status, if he or she is an employee,
as an employee at will who is subject to termination without cause, confers upon the
Grantee any right to remain employed by or in service to the Corporation or any
Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at
any time to terminate such employment or service, or affects the right of the Corporation
or any Subsidiary to increase or decrease the Grantees other compensation.

# 3.     
No Stockholder Rights.

The
Grantee shall have no rights as a stockholder of the Corporation, no dividend rights and
no voting rights with respect to the Stock Units or any shares of Common Stock issuable in
respect of such Stock Units, until shares of Common Stock are actually issued to and held
of record by the Grantee. No adjustments will be made for dividends or other rights of a
holder for which the record date is prior to the date of issuance of the stock certificate
evidencing the shares.

# 4.     
Timing and Manner of
Distribution of Stock Units.

Stock
Units subject to the Award that vest (pursuant to Section 1.2 or 1.3) will be paid
in an equivalent number of shares of Common Stock (either by delivering one or more
certificates for such shares or by entering such shares in book entry form, as determined
by the Corporation in its discretion) no later than seventy (70) days after the applicable
Distribution Date with respect to such Stock Units. Such payment shall be subject to the
tax withholding provisions of Section 9 below and Section 8.5 of the Plan
and subject to adjustment as contemplated by Section 7 below and Section 7.1
of the Plan and shall be in complete satisfaction of such vested Stock Units. The Grantee
or other person entitled under the Plan to receive the shares shall deliver to the
Corporation any representations or other documents or assurances required pursuant to
Section 8.1of the Plan. Delivery of any certificates will be made to the
Grantees last address reflected on the books of the Corporation or its Subsidiaries
unless the Corporation is otherwise instructed in writing.

The
Distribution Date for the Stock Units that vest pursuant to the Award
shall be determined pursuant to this paragraph. The Distribution Date for Time-Based Units
that vest pursuant to Section 1.2 shall be the Time-Based Unit Vesting Date. The
Distribution Date for Performance-Based Units that vest pursuant to Section1.3
shall be the applicable Performance-Based Unit Vesting Date. The Distribution Date for
Performance-Based Units that vest pursuant to Section 2.2.2 shall be the last day
of the Performance-Based Vesting Period. The Distribution Date for Stock Units that vest
pursuant to either Section 2.2.1 or Section 2.2.3 shall be the date on which
the Grantees employment or services terminate. The Distribution Date for Stock Units
that vest pursuant to Section 5.1 shall be the date on which the event giving rise
to accelerated vesting of such units occurs. The Distribution Date for Stock Units that
vest pursuant to Section 5.2 shall be the later of the date on which the
Grantees employment or services terminate or the date of the related Change in
Control Event.

# 5.     
Changes in Control.

5.1   Possible Acceleration upon Change in Control.   Upon a dissolution of the
Corporation or other event described in Section 7.1 of the Plan (which generally
covers certain mergers or similar reorganizations) that the Corporation does not survive
(or does not survive as a public company in respect of its Common Stock), or upon a Change
in Control Event (as defined in the Plan), then if the Stock Units subject to the Award
are not then otherwise fully vested (and have not previously terminated), they shall
automatically become vested immediately prior to the occurrence of such event; provided
that such acceleration provision shall not apply, unless otherwise expressly provided by
the Committee, to the extent that the Committee has made a provision for the substitution,
assumption, exchange or other continuation or settlement of the Award, or the Award would
otherwise continue in accordance with the terms of this Award Agreement, in the
circumstances. Any acceleration of the Stock Units shall comply with applicable legal
requirements. The Committee may reinstate the original terms of the Award if an event
described in this Section 5.1 giving rise to the acceleration of Stock Units
subject to the Award does not actually occur. Subject to Section 5.2 below, if an
acceleration of the outstanding Stock Units subject to the Award is triggered by this
Section 5.1 but the Grantees employment terminated prior to the event
triggering such acceleration in circumstances covered by Section 2.2.2 and the
number of Performance-Based Units that are to vest pursuant to Section 2.2.2 has
not yet been determined as of the date of such event, the number of Performance-Based
Units subject to the Award which shall vest in accordance with such event shall equal the
number of Performance-Based Units outstanding subject to the Award immediately prior to
such event multiplied by the Pro-Rata Fraction, and the balance of the Performance-Based
Units subject to the Award (the portion not so vested) shall thereupon terminate. The
preceding sentence shall control in the event of any discrepancy with Section
2.2.2.

5.2   Termination of Employment in Connection with a Change in Control.   The
following provisions of this Section 5.2 supersede any inconsistent provision of
Section 2.2. The Stock Units subject to the Award, to the extent such Stock Units
are outstanding and have not previously become vested in accordance with the terms hereof,
shall be deemed to be fully vested as of the Grantees Severance Date if the Grantee
incurs a Qualifying Termination. The Grantee shall be deemed to have incurred a
Qualifying Termination for this purpose if any of the following events
occur:

| |  | the  Grantee's  employment  is  terminated  by the  Corporation  or a Subsidiary  without Cause within the
     period  that ends  with a Change  in  Control  Event  and  begins  with the first to occur of (i) the
     initial  public  announcement  of the Change in Control  Event,  or (ii) the 90th day  preceding  the
     Change in Control Event,
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the  Grantee's  employment  is terminated  by the  Corporation  or a Subsidiary  for any reason other than
     Cause  (and other  than due to the  Grantee's  death or  Disability)  upon or at any time  within two
     years following the Change in Control Event, or                                                                                    
| |  | the Grantee  terminates  employment  with the  Corporation  or a Subsidiary for Good Reason upon or at any
     time within two years following the Change in Control Event.                                                                                                                                                                                  

For
purposes of this Award Agreement, Cause means the occurrence of either
or both of the following: (1) the Grantees conviction for committing an act of
fraud, embezzlement, theft, or other act constituting a felony (other than traffic related
offenses or as a result of vicarious liability); or (2) the willful engaging by the
Grantee in misconduct that is significantly injurious to the Corporation. However, no act
or failure to act, on the Grantees part shall be considered willful
unless done, or omitted to be done, by the Grantee not in good faith and without
reasonable belief that the Grantees action or omission was in the best interest of
the Corporation.

For
purposes of this Award Agreement, Good Reason means, without the
Grantees express written consent, the occurrence of any one or more of the
following: (1) a material reduction in the nature, status or scope of the Grantees
authorities, duties, and/or responsibilities (when such authorities, duties, and/or
responsibilities are viewed in the aggregate) from their level in effect on the day
immediately prior to the Change in Control Event (provided, however, that neither (i) a
change in the Grantees title or reporting relationships, nor (ii) an adjustment in
the nature of the Grantees duties and responsibilities, that in either case does not
remove from him/her the authority with respect to the Corporations functional area,
employees or products and services that the Grantee had immediately prior to such change
or adjustment, shall constitute Good Reason); (2) a reduction in the
Grantees base salary from its highest level in effect at any point in the three
months preceding the Change in Control Event or a significant reduction in the
Grantees aggregate incentive opportunities under the Corporations short and/or
long-term incentive programs, as such opportunities exist immediately prior to the Change
in Control Event; (3) the failure of the Corporation to maintain the Grantees
relative level of coverage and accruals (as compared to other executives with similar
titles) under the Corporations employee benefit and/or retirement plans, policies,
practices, or arrangements in which the Grantee participates immediately prior to the
Change in Control Event, both in terms of the amount of benefits provided and amounts
accrued. For this purpose, the Corporation may eliminate and/or modify existing programs
and coverage levels; provided, however, that the Grantees level of coverage under
all such programs must be at least as great as is provided to executives who have the same
or lesser levels of reporting responsibilities within the Corporations organization;
or (4) the Grantee is informed by the Corporation that his/her principal place of
employment for the Corporation will be relocated to a location that will result in an
increase of more than thirty (30) miles in the Grantees one-way commute (as compared
to the Grantees one-way commute immediately prior to the Change in Control Event).

5.3   Section 280G.   Notwithstanding anything else contained in this Section
5 to the contrary, in no event shall the Award be accelerated to an extent or in a
manner which would not be fully deductible by the Corporation for federal income tax
purposes because of Section 280G of the Code. If the Grantee would be entitled to benefits
or payments hereunder and under any other plan or program that would constitute
parachute payments as defined in Section 280G of the Code, then the Grantee
may by written notice to the Corporation designate the order in which such parachute
payments will be reduced or modified so that the Corporation is not denied federal income
tax deductions for any parachute payments because of Section 280G of the Code.
Notwithstanding the foregoing, if the Grantee is a party to an employment or other
agreement with the Corporation, or is a participant in a severance program sponsored by
the Corporation, that contains express provisions regarding Section 280G and/or Section
4999 of the Code (or any similar successor provision), the Section 280G and/or Section
4999 provisions of such employment or other agreement or plan, as applicable, shall
control as to the Award (for example, and without limitation, the Grantee may be a party
to an employment agreement with the Corporation that provides for a gross-up
as opposed to a cut-back in the event that the Section 280G thresholds are
reached or exceeded in connection with a change in control and, in such event, the Section
280G and/or Section 4999 provisions of such employment agreement shall control as to the
Award).

6.    
          Non-Transferability.

Prior
to the time the Stock Units are vested and paid, neither the Stock Units comprising the
Award nor any other rights of the Grantee under this Award Agreement or the Plan may be
transferred, except as expressly provided in Section 5.7 of the Plan. No specific
exception to the general transfer prohibitions set forth in Section 5.7 of the Plan
has been authorized by the Committee.

7.    
          Adjustments.

Upon
the occurrence of an Event (as defined below), the Committee shall make adjustments as it
deems appropriate in the number and kind of securities or other consideration that may
become payable with respect to the Award. If an Event shall occur and the Award has not
been fully vested and paid upon such Event or prior thereto, the Award may become payable
in securities or other consideration (the Restricted Property) rather
than in the Common Stock otherwise payable in respect of the Award. Such Restricted
Property shall become payable at the times set forth in Section 4 above or such
earlier time as the Committee may authorize pursuant to Section 8 below.
Notwithstanding the foregoing, to the extent that the Restricted Property includes any
cash, the commitment hereunder shall become an unsecured promise to pay an amount equal to
such cash (with earnings attributable thereto as if such amount had been invested,
pursuant to policies established by the Committee, in interest bearing, FDIC insured
(subject to applicable insurance limits) deposits of a depository institution selected by
the Committee) at such times and in such proportions as the Award becomes payable in
accordance with Section 4 above. Notwithstanding the foregoing, the Award and any
Common Stock or other securities or property payable in respect of the Award shall
continue to be subject to proportionate and equitable adjustments (if any) under this
Section 7 consistent with the effect of such events on stockholders generally, as
the Committee determines to be necessary or appropriate, and in the number, kind and/or
character of shares of Common Stock or other securities, property and/or rights payable in
respect of Stock Units granted under the Plan. All rights of the Grantee hereunder are
subject to those adjustments. For purposes of this Award Agreement,
Event means a liquidation, dissolution, Change in Control Event,
merger, consolidation, or other combination, reorganization, stock split, stock dividend,
reverse stock split, or a recapitalization, reclassification, extraordinary dividend or
other distribution (including a split up or a spin off of the Corporation or any
significant Subsidiary), or a sale or other distribution of all or substantially all the
assets of the Corporation as an entirety.

The
Committee shall adjust the Performance Measures, Performance Thresholds and Targets,
relative weights of the measures, and other provisions of this Award Agreement to the
extent (if any) it determines that the adjustment is necessary or advisable to preserve
the intended incentives and benefits to reflect (1) any material change in corporate
capitalization, any material corporate transaction (such as a reorganization, combination,
separation, merger, acquisition, or any combination of the foregoing), or any complete or
partial liquidation of the Corporation, (2) any change in accounting policies or
practices, (3) the effects of any special charges to the Corporations earnings, (4)
the effects of any unbudgeted changes in government reimbursement rates or (5) any other
similar special circumstances. 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.

8.    
          Possible Early Settlement of Award.

The
Committee retains the right to accelerate the vesting and distribution dates of the
outstanding and previously unvested Stock Units subject to the Award in connection with an
Event, a Change in Control Event, or the termination of the Grantees employment with
the Corporation or one of its Subsidiaries. This Section 8 is not intended to
prevent vesting of the Award pursuant to Section 2 or Section 5 above or an
adjustment to the Award as provided in the Plan or Section 7 above.

9.    
          Tax Withholding.

Upon
or in connection with the vesting of the Stock Units, the distribution of shares of Common
Stock in respect of the Stock Units, and/or other event that triggers a tax withholding
obligation with respect to the Stock Units, the Corporation and each of its Subsidiaries
shall have the right at its or their option to (a) require the Grantee (or the
Grantees beneficiary, as the case may be) to pay or provide for payment in cash of
the amount of any taxes which such entity (or entities) may be required to withhold with
respect to such vesting, payment or distribution or (b) deduct from any amount otherwise
payable to the Grantee (with respect to the Stock Units or otherwise) the amount of any
taxes which such entity (or entities) may be required to withhold with respect to such
vesting, payment or distribution. In any case where a tax is required to be withheld in
connection with the delivery of shares of Common Stock under this Award Agreement, the
Committee may, but is not required to, reduce the number of shares to be delivered by (or
otherwise reacquire) the appropriate number of shares valued at their then fair market
value (as determined under Section 5.6 of the Plan), to satisfy such withholding
obligation.

10.    
          Notices.

Any
notice to be given under the terms of this Award Agreement shall be in writing and
addressed to the Corporation at its principal office to the attention of the Secretary,
and to the Grantee at the address last reflected on the Corporations payroll
records. Any notice shall be delivered in person or shall be enclosed in a properly sealed
envelope, addressed as aforesaid, registered or certified, and deposited (postage and
registry or certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government. Any such notice shall be deemed to be
given only when actually received, but if the Grantee is no longer an Eligible
Person, shall be deemed to have been duly given as of the date mailed in
accordance with the foregoing provisions of this Section 10.

11.    
          Limitation on Grantees Rights.

The
Stock Units create no fiduciary duty to the Grantee and shall create only a contractual
obligation on the part of the Corporation to make distributions, subject to vesting and
the other terms and conditions hereof, as provided in Sections 3 and 4 above. The
Stock Units shall not be treated as property or as a trust fund of any kind. No assets
have been secured or set aside by the Corporation with respect to the Award and, if
amounts become distributable or payable to the Grantee pursuant to this Award Agreement,
the Grantees rights with respect to such amounts shall be no greater than the rights
of any general unsecured creditor of the Corporation.

12.    
          Plan.

The
Award and all rights of the Grantee under this Award Agreement are subject to all of the
terms and conditions of the Plan, incorporated herein by this reference. The Grantee
agrees to be bound by the terms of the Plan and this Award Agreement (including these
Terms). The Grantee acknowledges having read and understanding the Plan, the Prospectus
for the Plan, and this Award Agreement. Unless otherwise expressly provided in other
sections of this Award Agreement, provisions of the Plan that confer discretionary
authority on the Board or the Committee do not and shall not be deemed to create any
rights in the Grantee unless such rights are expressly set forth herein or are otherwise
in the sole discretion of the Board or the Committee so conferred by appropriate action of
the Board or the Committee under the Plan after the date hereof.

# 13.     
Entire Agreement.

This
Award Agreement (including these Terms) and the Plan together constitute the entire
agreement and supersede all prior understandings and agreements, written or oral, of the
parties hereto with respect to the subject matter hereof. The Plan and this Award
Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment
must be in writing and signed by the Corporation. The Corporation may, however,
unilaterally waive any provision hereof in writing to the extent such waiver does not
adversely affect the interests of the Grantee hereunder, but no such waiver shall operate
as or be construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.

14.    
          Governing Law.

This
Award Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Delaware without regard to conflict of law principles thereunder.

# 15.
    Arbitration.

Any
dispute or controversy arising under or in connection with this Award Agreement 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. The fees and expenses of the arbitrator shall be
borne by the Company.

# 16.     
Construction.

This
Award Agreement shall be construed and interpreted to comply with Section 409A of the
Code. The Corporation reserves the right to amend this Award Agreement to the extent it
reasonably determines is necessary in order to preserve the intended tax consequences of
the Stock Units in light of Section 409A of the Code and any regulations or other guidance
promulgated thereunder.

17.    
          Effect of this Agreement.

This
Award Agreement shall be assumed by, be binding upon and inure to the benefit of any
successor or successors to the Corporation.

# 18.     
Counterparts.

This
Award Agreement may be executed simultaneously in any number of counterparts, each of
which shall be deemed an original but all of which together shall constitute one and the
same instrument.

# 19.     
Section Headings.

The
section headings of this Award Agreement are for convenience of reference only and shall
not be deemed to alter or affect any provision hereof.

20.    
          Change in Control Provisions of Other Awards.

By
accepting the Award and executing this Award Agreement, the Grantee acknowledges and
agrees that the definition of Change in Control Event set forth in Section 7.3 of the Plan
shall (1) apply to the Award and to the Grantees other awards under the Plan, (2)
apply to any award outstanding as of the Award Date that has been granted to the Grantee
under the Corporations 1998 Nonqualified Stock Incentive Plan or 1997 Stock
Incentive Plan (in place of the term Change in Control Event as otherwise
defined under the applicable plan), and (3) apply to any award outstanding as of the Award
Date that has been granted to the Grantee under the Corporations 1992 Stock
Incentive Plan (in place of the term Corporate Change as otherwise defined
under that plan, and all references to Corporate Change in that plan or any
such award shall be a reference to Change in Control Event). The intent of this amendment
is that all such awards shall be governed by a single Change in Control Event
definition. The other terms and conditions of such awards shall not be affected by this
change.

21.    
          Agreements Regarding Noncompetition and Nonsolicitation.

Notwithstanding
anything else contained herein to the contrary, the right of the Grantee to the Award, as
well as the right of the Grantee to or with respect to any Common Stock or cash that is
payable or has, at the relevant time, previously been paid with respect to the Award (or
any consideration received in respect thereof, as the case may be) is subject to the terms
and conditions of the Grantees Noncompetition and Nonsolicitation
Agreement with the Corporation (or any similar or successor agreement, as
applicable), including any such agreement that may be entered into after the Award Date
(the Grantees Noncompetition and Nonsolicitation Agreement). This
Restricted Stock Unit Award Agreement is one of the Grantees Incentive Compensation
Agreements as defined in such Noncompetition and Nonsolicitation Agreement. By accepting
the Award, and again by accepting any payment of Common Stock or cash with respect to the
Award, the Grantee 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 the Award and any such payment (or any consideration received in
respect thereof, as the case may be) are and shall continue thereafter to be subject to
such Noncompetition and Nonsolicitation Agreement.

22.    
          Stock Ownership Requirements.

The
Award and all rights of Grantee under this Award Agreement or in connection with any
shares of the Corporations Common Stock acquired pursuant to this Award Agreement
are and shall be subject to, and Grantee agrees to be bound by, all of the terms and
conditions of the Corporations Stock Ownership Requirements as in effect from time
to time.

---

SCHEDULE A
2007 PERFORMANCE MEASURES

|PerformanceMeasure1                                  | PerformanceThreshold2 | Performance Target2 | Weight
|---------------------------------------------------- | --------------------- | ------------------- | ------
|                                                    
|[confidential financial
performance measure omitted] | 20%                  
|[confidential financial
performance measure omitted] | 30%                  
|[confidential financial
performance measure omitted] | 30%                  
|[confidential financial
performance measure omitted] | 20%                  

|1 | For purposes of this Agreement, each Performance Measure
shall be determined on a consolidated basis in accordance with generally accepted accounting
principles as applied in the Corporations financial reporting.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | Subject to adjustment in accordance with Section 7 of this
Agreement.