# Exhibit 10.3

# APRIA HEALTHCARE GROUP
INC. 2003 PERFORMANCE INCENTIVE PLAN EMPLOYEE STOCK OPTION AGREEMENT

THIS
EMPLOYEE STOCK OPTION AGREEMENT (this Option Agreement) dated
February 16, 2007, by and between APRIA HEALTHCARE GROUP INC., a Delaware
corporation (the Corporation), and ___________________________ (the
Grantee), evidences the stock option (the Option)
granted by the Corporation to the Grantee as to the number of shares of the
Corporations Common Stock first set forth below.

|                                                                                                                                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number of Shares of Common Stock:1  _____                                                                                                                                                                         
|Exercise Price per Share:1     $32.12                                                                                                                                                                             
|Vesting:1,2  The Option shall become
vested as to one-third  of the total number of shares of Common Stock subject to the Option on
         each of the first, second, and third
anniversaries of the Award Date.
|                                                                                                                                                                                                                  

The
Option is granted under the Apria Healthcare Group Inc. 2003 Performance Incentive Plan
(the Plan) and subject to the Terms and Conditions of Employee Stock
Option (the Terms) attached to this Option Agreement (incorporated
herein by this reference) and to the Plan. The Option 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 Option set forth herein. Without limiting the generality
of the foregoing, the Grantee specifically acknowledges and agrees to Section 8 of the
Terms (affecting the change in control provisions of certain of the Grantees other
outstanding awards), Section 14 of the Terms (regarding the application of the
Grantees Noncompetition and Nonsolicitation Agreement), and Section 15 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 corporation

By:__________________________________

Print Name:___________________________

Title:________________________________
|----------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CONSENT OF SPOUSE

In consideration of the
Corporations execution of this Option 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 7.1 of the Plan. 2    Subject to early termination under Section 4 of the Terms and
Section 7.4 of the Plan.

---

# TERMS AND CONDITIONS
OF EMPLOYEE STOCK OPTION

# 1.     Vesting; Limits on
Exercise; Incentive Stock Option Status.

The
Option shall vest and become exercisable as set forth on the cover page of this Option
Agreement. The Option may be exercised only to the extent the Option is vested and
exercisable.

| |  | Cumulative Exercisability. To the extent that the Option is vested and exercisable,
the Grantee has the
right to exercise the Option (to the extent not previously exercised), and such right shall
continue, until the expiration or earlier termination of the Option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | No Fractional Shares. Fractional share interests shall be disregarded,
but may be cumulated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Minimum Exercise. No fewer than 1001shares of Common Stock may be
purchased at any one time, unless
the number purchased is the total number at the time exercisable under the Option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | Incentive Stock Option Status. The Option is intended as an "incentive stock option"
("ISO") within the
meaning of, and to the maximum extent permitted within the limits of, Section 422 of the Code. The
Plan and Section 422 of the Code limit the number of shares of Common Stock of the Corporation
which may be treated as acquired pursuant to an ISO so that the aggregate fair market value of
shares with respect to which ISOs become exercisable during any calendar year under the Plan or any
other plan of the Corporation is limited to $100,000. To qualify the Option as an ISO, any other
applicable provisions of Section 422 of the Code must also be satisfied. Any shares of Common
Stock acquired pursuant to the Option in excess of the $100,000 limitation provided under the Code
shall be treated as acquired pursuant to a nonqualified stock option. The Grantee acknowledges
that the number of shares which may be treated as acquired pursuant to an ISO may be reduced in the
event the Grantee has been or is granted other incentive stock options to acquire Common Stock or
in the event the vesting of the Option is accelerated. The Corporation may, in the manner and to
the extent permitted by law, designate which shares are to be treated as stock acquired pursuant to
the exercise of an ISO.

# 2.     Continuance of
Employment/Service Required; No Employment/Service Commitment.

The
vesting schedule requires continued employment or service through each applicable vesting
date as a condition to the vesting of the applicable installment of the Option and the
rights and benefits under this Option Agreement. 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 in Section 4 below or
under the Plan.

Nothing
contained in this Option 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.     Method of Exercise of
Option.

The
Option shall be exercisable by the delivery to the Secretary of the Corporation of a
written notice stating the number of shares of Common Stock to be purchased pursuant to
the Option (or completion of such other administrative exercise procedures as the
Administrator may require from time to time) and accompanied by:

| |  | payment in full for the Exercise Price of the shares to be purchased in accordance with Section 5.5of
the Plan, subject to such further limitations and rules or procedures as the Administrator may
establish from time to time as to any non-cash payment;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | satisfaction of the tax withholding provisions of Section 8.5of the Plan; and                                                                                                                                                                               
| |  | any written statements or agreements required pursuant to Section 8.1of the Plan.                                                                                                                                                                           

# 4.
    Early
Termination of Option.

| | 4.1  Possible
Termination of Option upon Change in Control. The Option is subject to termination in
connection with a Change in Control Event or certain similar reorganization events as
provided in Section 7.4 of the Plan, provided that the then outstanding and
otherwise unvested portion of the Option shall have become fully vested as required or
contemplated by Section 7.2 or 7.3 of the Plan. 

     4.2   Termination of Option
upon a Termination of Grantees Employment or Services. Subject to earlier
termination on the Expiration Date of the Option or pursuant to Section 4.1 above,
if the Grantee ceases to be employed by or ceases to provide services to the Corporation
or a Subsidiary, 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):
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | other than as expressly provided below in this Section 4.2: (a) the Grantee will have until the date
that is 90 days after his or her Severance Date to exercise the Option (or portion thereof) to the
extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the
Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent
exercisable for the 90-day period following the Severance Date and not exercised during such
period, shall terminate at the close of business on the last day of the 90-day period;                                                                                                                                                                                                          
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if the  termination of the Grantee's  employment is the result of the Grantee's  voluntary  Retirement (as
  defined below and other than a termination  by the  Corporation or a Subsidiary for Cause as provided
  below),  then (a) the  Grantee  will have until the date that is 3 years  after his or her  Severance
  Date to exercise  the Option (or portion  thereof) to the extent that it was vested on the  Severance
  Date,  (b) the  Option,  to the extent not  vested on the  Severance  Date,  shall  terminate  on the
  Severance Date, and (c) the Option,  to the extent  exercisable  for the 3-year period  following the
  Severance  Date and not  exercised  during such period,  shall  terminate at the close of business on
  the last day of the 3-year period;
| |  | if the  termination  of the Grantee's  employment is the result of the Grantee's  death or Disability  (as
  defined  below),  then (a) the Grantee (or his  beneficiary or personal  representative,  as the case
  may be) will have until the date that is 1 year after the  Grantee's  Severance  Date to exercise the
  Option (or portion  thereof) to the extent that it was vested on the Severance  Date, (b) the Option,
  to the extent not vested on the Severance  Date,  shall  terminate on the Severance Date, and (c) the
  Option,  to the extent  exercisable  for the  1-year  period  following  the  Severance  Date and not
  exercised  during  such  period,  shall  terminate  at the close of  business  on the last day of the
  1-year period;                    
| |  | if the  termination  of the Grantee's  employment is the result of a termination  by the  Corporation or a
  Subsidiary for Cause, the Option (whether vested or not) shall terminate on the Severance Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

In
all events, the Option is subject to earlier termination on the Expiration Date of the
Option or as contemplated by Section 4.1. The Administrator shall be the sole judge
of whether the Grantee continues to render employment or services for purposes of this
Option Agreement. The Grantee acknowledges that the ISO post-termination exercise
provisions of Section 422 of the Code are more restrictive than the foregoing
(i.e., they generally require that an ISO be exercised within three months
following a termination of employment, except a termination due to death or Disability)
and, to the extent that the Code is more restrictive, the Grantee must satisfy the
Codes provisions in order to preserve the qualified status of the Option (or portion
thereof) as an ISO. (The Option will be taxed as a nonqualified stock option to the extent
that it is exercised within the time period prescribed above but after the timeframe
required under Section 422 of the Code.)

Notwithstanding
the foregoing (including, for purposes of clarity, notwithstanding any provision above
that would have otherwise resulted in the termination of the outstanding and unvested
portion of the Option on the Grantees Severance Date), the then outstanding and
otherwise unvested portion of the Option shall be deemed to have been fully vested
immediately prior to the Grantees Severance Date in the event that 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:

|(a) |  | the Grantees Severance Date is the result of a termination of employment
                    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,
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | the Grantees Severance Date is the result of a termination of employment
                    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 a Change in Control Event, or
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | the Grantees Severance Date is the result of a termination of employment
                    by the Grantee for Good Reason upon or at any time within two years following a
                    Change in Control Event.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the event that the Grantees
Severance Date is more than 90 days preceding a Change in Control Event (such that the
vested portion of the Option generally would have otherwise terminated before the Change
in Control Event) and the Grantee is entitled to deemed accelerated vesting pursuant to
clause (a) above, then, as to any portion of the Option that was deemed to become vested
pursuant to clause (a) above, such portion of the Option shall be deemed to have not
terminated prior to the closing of the Change in Control Event and the Grantee shall be
afforded a reasonable opportunity to exercise such portion of the Option upon or
immediately prior to the Change in Control Event.

For
purposes of the Option, 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.

For
purposes of the Option, Cause means the occurrence of either or both of the
following: (a) 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 (b) 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 the Option, Disability means a permanent disability (within the
meaning of Section 22(e)(3) of the Code or as otherwise determined by the
Administrator).

For
purposes of the Option, Good Reason means, without the Grantees express
written consent, the occurrence of any one or more of the following: (a) 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); (b) 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; (c) 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 (d) 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.    
          Non-Transferability.

The
Option and any other rights of the Grantee under this Option Agreement or the Plan are
nontransferable and exercisable only by the Grantee, except as set forth in Section
5.7 of the Plan.

# 6.     Notices.

Any
notice to be given under the terms of this Option 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, or at such other address as either party may hereafter designate in writing to
the other. Any such notice shall be given only when received, but if the Grantee is no
longer employed by or providing services to the Corporation or a Subsidiary, shall be
deemed to have been duly given by the Corporation when 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.

# 7.     Plan.

The
Option and all rights of the Grantee under this Option Agreement are subject to, and the
Grantee agrees to be bound by, all of the terms and conditions of the Plan, incorporated
herein by this reference. In the event of a conflict or inconsistency between the terms
and conditions of this Option Agreement and of the Plan, the terms and conditions of the
Plan shall govern. The Grantee agrees to be bound by the terms of the Plan and this Option
Agreement (including these Terms). The Grantee acknowledges having read and understanding
the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise
expressly provided in other sections of this Option Agreement, provisions of the Plan that
confer discretionary authority on the Board or the Administrator 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 Administrator so
conferred by appropriate action of the Board or the Administrator under the Plan
after the date hereof.

8.    
          Change in Control Provisions of Other Awards.

By
accepting the Option and executing this Option 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 Option 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.

# 9.     
Entire Agreement.

This
Option 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 Option
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.

# 10.     Governing Law.

This
Option 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.

# 11.     Effect of this
Agreement.

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

# 12.     Counterparts.

This
Option 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.

# 13.     Section Headings.

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

# 14.     
Agreements Regarding
Noncompetition and Nonsolicitation.

Notwithstanding
anything else contained herein to the contrary, the right of the Grantee to the Option, as
well as the right of the Grantee to or with respect to any Common Stock that is
deliverable or has, at the relevant time, previously been delivered with respect to the
Option (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 Option
Agreement is one of the Grantees Incentive Compensation Agreements as defined in
such Noncompetition and Nonsolicitation Agreement. By accepting the Option, and again by
exercising the Option, 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 Option and any such Common Stock delivered with
respect to the Option (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.

# 15.     Stock Ownership
Requirements.

The
Option and all rights of Grantee under this Option Agreement or in connection with any
Common Stock purchased pursuant to this Option 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 for Senior Executive Officers as in effect from time to time.