Exhibit 10.2**NONCOMPETITION AGREEMENT**     This Noncompetition Agreement (this “Agreement”) is entered into as of this 1st day ofNovember, 2007, (the “Effective Date”) by and between William E. Monast (the “Executive”) and ApriaHealthcare Group Inc. (the “Company”).RECITALS     WHEREAS, concurrently herewith, the Executive is entering into an Amended and RestatedExecutive Severance Agreement with the Company to be effective as of the 1st day of November, 2007(the “Severance Agreement”); and     WHEREAS, the Executive and the Company hereby intend to enter into certain agreementspertaining to the protection of the Company’s confidential information and its business by causingthe Executive to agree to satisfy certain obligations to perform and refrain from performingcertain acts prior to and following the termination of the Executive’s employment with the Company,and for the Company to pay consideration to the Executive in exchange for the agreement by theExecutive to take and refrain from taking certain actions following such termination of employment.AGREEMENT1. Acknowledgements by the Executive. The Executive acknowledges that:     (a) In carrying out his duties and responsibilities to the Company, the Executive is amember of the Company’s senior executive management and participates in formulating andimplementing business plans and policies that are and will continue to be essential to theCompany’s competitive success;     (b) These activities require relationships of trust and confidence between theExecutive and the Company’s other officers and the Company’s directors;     (c) The Executive, in the performance of his duties on behalf of the Company, will haveaccess to, will receive, and will be entrusted with confidential information, including butnot limited to systems technology, field operations, reimbursement, development, marketing,organizational, financial, management, administrative, clinical, customer, distribution andsales information, data, specifications and processes owned by the Company or its agents orconsultants, or used presently or at any time in the future in the course of its businessthat is not otherwise part of the public domain (collectively, the “Confidential Material”).All such Confidential Material is considered secret and will be made available to theExecutive in confidence;     (d) The Executive’s employment with a competitor of the Company within a reasonabletime following the termination of his employment with the Company would create a substantiallikelihood that the Executive would inevitably disclose or use, to the detriment of theCompany, such Confidential Information, and that it is essential to the Company’s legitimatebusiness interests and also to free and fair competition in the
 

 
industry within which the Company does business, to protect the Company’s ConfidentialMaterial from disclosure;     (e) The risk of inevitable disclosure is particularly applicable to any such employmentby the Executive in a similar senior position with those competitors of the Company that aresimilar in operation, service, missions and markets to the Company (“PrincipalCompetitors”), and that as of the date of this Agreement the Principal Competitors are:Lincare Holdings, Inc.; Rotech Healthcare, Inc.; American HomePatient, Inc.; WalgreensHealth Initiatives, Inc. (including the former business of Option Care, Inc.); PacificPulmonary Services Corporation; LifeCare Solutions, Inc.; and the home healthcare businessesof Air Products & Chemicals, Inc. and Praxair, Inc.; Accredo Health Group, Inc. and MedcoHealth Solutions, Inc.; Aetna Specialty Pharmacy; the Caremark Pharmacy Services division ofCVS Caremark Corporation; Crescent Healthcare, Inc.; Critical Care Systems; Omnicare, Inc.;BioScrip, Inc.; CareCentrix, a wholly-owned subsidiary of Gentiva Health Services, Inc.;ModernHEALTH, Inc. (including the business of BioFusion); Express Scripts, Inc. (includingthe business of CuraScripts); Florida Infusion Services, Inc.; HCI Specialty Pharmacy, LLC;AmerisourceBergen Specialty Group; McKesson Specialty, a division of McKesson Corporation;the Specialty Pharmaceutical Distribution division of Cardinal Health, Inc.; Ancillary CareManagement, Inc.; UnitedHealthcare’s Mail Order Program; any affiliate of the forgoing; andany successor to the assets or business of any of the forgoing.; and     (f) Following a change in ownership or control of the Company, there is a heightenedrisk that the Executive’s employment by a Principal Competitor could cause substantial harmto the Company as a result of the inherent instability of any enterprise following a changein ownership or control.2. Noncompetition Agreement. The Executive hereby acknowledges, represents, warrantsand covenants that:     (a) In order avoid the disclosure by the Executive of the Company’s trade secrets orother Confidential Material to those businesses that could most adversely affect theperformance of the Company, the Executive promises and agrees that, during the period of hisemployment by the Company and, in the event that the Executive’s employment terminateswithin the period that (i) begins with the first to occur of (1) the initial publicannouncement of a Change of Control (as defined in the Severance Agreement), or (2) the 90thday preceding a Change of Control and (ii) ends two years following such Change of Control,for a period of one year thereafter (the “Post-Termination Period”), he will not enterbusiness with or work with or for, whether as an employee, consultant or otherwise, anyPrincipal Competitor.     (b) During the term of his employment and during the Post-Termination Period, theExecutive will not influence or attempt to influence customers, patients, or referralsources of the Company or any of its present or future subsidiaries or affiliates, eitherdirectly or indirectly, to divert their business to any Principal Competitor.
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3. Agreement to Compensate the Executive.     (a) The parties agree that, in the event that within the period that (i) begins withthe first to occur of (1) the initial public announcement of a Change of Control (as definedin the Severance Agreement), or (2) the 90th day preceding a Change of Control and (ii) endstwo years following such Change of Control, the Executive’s employment is terminated by theCompany for any reason other than disability or Cause (as defined in the SeveranceAgreement), or in the event that the Executive terminates his employment with the Companywith Good Reason (as defined in the Severance Agreement) during said period, the Executiveshall be entitled to receive payments that equal $750,000 in the aggregate, it beingunderstood that (A) such payments are intended to compensate the Executive fully for theperformance of the covenants of the Executive during the Post-Termination Period provided inSection 2 above, and (B) the Executive is not entitled to receive any payments under thisSection 3 in the event the Executive’s employment is terminated other than under one of thecircumstances described in this Section 3(a).     (b) The payment payable to the Executive pursuant to Section 3(a) above shall bedivided into thirteen (13) equal installments and paid bi-weekly over the twenty-six (26)week period beginning on the first normal payroll payment date that is six months after thetermination of the Executive’s employment with the Company; provided, however, that if anysuch payment date is not a business day, payment shall be delayed until the next followingbusiness day.     (c) The Executive expressly acknowledges and agrees that his right to continue toreceive the payments hereunder is subject to his continued compliance with the restrictivecovenants set forth in Section 2 of this Agreement. If the Company determines that theExecutive is in violation of any of the restrictive covenants set forth in Section 2 of thisAgreement, then the Company, following written notice to the Executive explaining the basisfor its decision, may, except as provided in Section 5(a) below, suspend any future paymentsscheduled to be made pursuant to this Section 3; provided, however, that:     (i) the burden of proving that the Executive is in violation of any of therestrictive covenants set forth in Section 2 of this Agreement shall be on theCompany;     (ii) the Company shall pay all expenses incurred by the Executive inprosecuting or defending any proceeding pursuant to Section 5(a) hereof with regardto such determination by the Company as they are incurred by the Executive inadvance of the final disposition of such proceedings, together with any taxliability incurred by the Executive in connection with the receipt of such amounts;provided, however, that the payment of such expenses incurred in advance of thefinal disposition of such proceeding shall be made only upon delivery to the Companyof an undertaking, by or on behalf of the Executive, to repay all amounts soadvanced to the extent the arbitrator in such proceeding affirmatively determinesthat the Company is the prevailing party, taking into account all claims made by anysuch party to such proceeding; and
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     (iii) all payments described in Section 3 of this Agreement shall continue tobe made or provided on the dates provided herein as if no such violation exists,except in the event a final determination pursuant to the arbitration provisions ofSection 5(a) has been rendered and such determination provides that the Executiveis, in fact, in violation of any of the restrictive covenants set forth in Section 2of this Agreement.In order to implement the principle of this Section 3(c), in the event that an arbitratordetermines that the Executive has violated the provisions of Section 2 of this Agreement,the arbitrator may require that the Executive return to the Company any amounts paid to theExecutive pursuant to Section 3(c)(iii) following the date of such violation.     (d) In addition, the Company and the Executive acknowledge and agree that the cessationof payments under this Section 3 shall be the Company’s sole and exclusive remedy of anybreach by the Executive of any of the restrictive covenants set forth in Section 2 of thisAgreement.4. Term of the Agreement. This Agreement shall have an initial term (the “Term”) oftwo years and shall terminate and be of no further force or effect on the second anniversaryof the Effective Date; provided, however, that commencing on the second anniversary of theEffective Date and on each anniversary thereafter (each an “Extension Date”), the Term shallbe automatically extended for an additional one-year period, unless the Company provides theExecutive with written notice at least 30 days before the next Extension Date that the Termshall not be so extended. Notwithstanding anything in this Agreement to the contrary, uponthe occurrence of a Change of Control, the Term shall automatically be extended until thelatest of (i) the second anniversary of the consummation of the Change of Control or (ii)the expiration of the Post-Termination Period if a termination triggering the payment of thebenefits described in Section 3 occurs during the 24-month period following a Change inControl, or (iii) the expiration of all of the Company’s and/or any successor’s obligationsunder this Agreement..5. Miscellaneous.     (a) Arbitration. Any dispute or controversy arising under or in connection withthis Agreement or the Executive’s employment by the Company shall be settled exclusively byarbitration, conducted before a single neutral arbitrator in accordance with the AmericanArbitration Association’s National Rules for Resolution of Employment Disputes as then ineffect. Such arbitration shall be conducted in Orange County, California, and the arbitratorshall be a resident of Orange County, California or of a county contiguous to Orange County,California. Judgment may be entered on the arbitrator’s award in any court havingjurisdiction; provided, however, that the Executive shall be entitled to seek specificperformance of his right to be paid until the date of employment termination during thependency of any dispute or controversy arising under or in connection with this Agreement.Any arbitration proceeding pertaining to this Agreement shall be consolidated with anyarbitration proceeding pertaining to the Severance Agreement. The arbitrator’s order shallspecify, based on the outcome of the arbitration, whether the Executive shall repay any ofthe Executive’s expenses theretofore
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paid by the Company pursuant to Section 3(c)(ii) of this Agreement. The fees andexpenses of the arbitrator and the arbitration shall be borne by the Company.     (b) Successors.     (i) This Agreement is personal to the Executive and shall not, without theprior written consent of the Company, be assignable by the Executive.     (ii) This Agreement shall inure to the benefit of and be binding upon theCompany, its subsidiaries and its successors and any successor to the Company shallbe deemed substituted for the Company under the terms of this Agreement for allpurposes. As used herein, “successor” shall include any person, firm, corporationor other business entity which at any time, whether by purchase, merger orotherwise, directly or indirectly acquires either a controlling interest in thevoting stock of the Company or substantial portion of or the business of theCompany. This Agreement shall be considered to be assigned to any such successor,whether that happens by operation of law, operation of the terms of this Agreement,or otherwise.     (c) Waiver. No waiver of any breach of any term or provision of this Agreementshall be construed to be, nor shall be, a waiver of any other breach of this Agreement. Nowaiver shall be binding unless in writing and signed by the party waiving the breach.     (d) Modification. This Agreement may not be amended or modified other than by awritten agreement executed by the Executive and the Company.     (e) Severability. The provisions of this Agreement are severable and in theevent that a court of competent jurisdiction determines that any provision of this Agreementis in violation of any law or public policy, in whole or in part, only the portions of thisAgreement that violate such law or public policy shall be stricken. All portions of thisAgreement that do not violate any statute or public policy shall not be affected thereby andshall continue in full force and effect. Further, any court order striking any portion ofthis Agreement shall modify the stricken terms as narrowly as possible to give as mucheffect as possible to the intentions of the parties under this Agreement.     (f) Complete Agreement. This Agreement and the Severance Agreement constituteand contain the entire agreement and final understanding concerning the Executive’semployment with the Company and the other subject matters addressed herein between theparties. This Agreement and the Severance Agreement are intended by the parties as acomplete and exclusive statement of the terms of their agreement. They supersede and replaceall prior negotiations and all agreements proposed or otherwise, whether written or oral,concerning the subject matter hereof. Any representation, promise or agreement notspecifically included in this Agreement or the Severance Agreement shall not be binding uponor enforceable against either party. This
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Agreement, together with the Severance Agreement, constitute a fully integratedagreement.     (g) Governing Law. This Agreement shall be deemed to have been executed anddelivered within the State of California and the rights and obligations of the partieshereunder shall be construed and enforced in accordance with, and governed by, by the lawsof the State of California without regard to principles of conflict of laws.     (h) Construction. In any construction to be made of this Agreement, the sameshall not be construed against any party on the basis that the party was the drafter. Thecaptions of this Agreement are not part of the provisions hereof and shall have no force oreffect.     (i) Communications. All notices, requests, demands and other communicationshereunder shall be in writing and shall be deemed to have been duly given if delivered byhand or by courier, or if mailed by registered or certified mail, postage prepaid, addressedto the Executive his most recent address on record with the Company, or addressed to theCompany at 26220 Enterprise Court, Lake Forest, CA 92630, Attention: General Counsel, with acopy to the attention of the Senior Vice President, Human Resources. Either party may changethe address at which notice shall be given by written notice given in the above manner.     (j) Execution. This Agreement may be executed in one or more counterparts, eachof which shall be deemed an original, but all of which together shall constitute one and thesame instrument.     **IN WITNESS WHEREOF**, the parties hereto have executed this Agreement as of the date first abovewritten.         **APRIA HEALTHCARE GROUP INC.**   **EXECUTIVE**           By /s/ Lawrence M. Higby   /s/ William E. Monast             Lawrence M. Higby   William E. Monast    Chief Executive Officer      
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