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  _____________  _____________
|Time-Based Vesting Date:1,2  January 1, 20___  December 31, 20___ 
|                                                                   

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.
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.

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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-Based
Units). 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 1.3.1 based 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 as follows:

| |  | with respect to each Performance Measure, if Actual Performance
for the Performance Measure equals or exceeds the Performance Target for such Performance Measure,
25% of the Performance-Based Units subject to the Award shall vest;                                                                                                                                                                                                                                                                                                                                                                                                           
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | with respect to each Performance Measure, if Actual Performance
for the Performance Measure equals but does not exceed the Performance Threshold for such
Performance Measure, 12.5% of the Performance-Based Units subject to the Award shall vest;                                                                                                                                                                                                                                                                                                                                                                                             
| |  | with respect to each Performance Measure, if Actual Performance
for the Performance Measure exceeds the Performance Threshold for such Performance Measure but
 does not equal or exceed the Performance Target for such Performance Measure, between 12.5% and
25% of the Performance-Based Units subject to the Award shall vest on a linear basis (e.g., with
respect to each Performance Measure, if Actual Performance for the Performance Measure is exactly
at the midpoint between the Performance Threshold and Performance Target for such Performance Measure,
18.75% of the Performance-Based Units subject to the Award shall vest);
| |  | with respect to each Performance Measure, if Actual Performance for
the Performance Measure is less than the Performance Threshold for such Performance Measure, 0%
of the Performance-Based Units subject to the Award shall vest.                                                                                                                                                                                                                                                                                                                                                                                                              

No more than 25% 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 1.3.1shall be forfeited without
payment therefor as of the last day of the Performance-Based Vesting Period.

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 1.3.2 as of the earlier of the date the Corporations 2006 financial
results are audited and February 28, 2007, 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 December 31, 2007 (the applicable vesting date
referred to in clause (a) above and December 31, 2007 are each referred to in this Award Agreement as a
Performance-Based Unit Vesting Date). In the event that the Corporations 2006
financial results have not been audited as of February 28, 2007, 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 8.1 of 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 5.2supersede 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
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 Section5.7 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, 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, or (4) any other similar special circumstances.
Notwithstanding the foregoing, no such 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.    
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 Stock Ownership Requirements Agreement between the Corporation and Grantee and the
Requirements referenced and defined therein.

12.    
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.

13.    
 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.

14.     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.

15.    
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.

16.     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.

17.     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.

18.    
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.

19.     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.

20.     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.

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SCHEDULE A

PERFORMANCE MEASURES

[Confidential Performance Target Information Omitted]