Exhibit 10.1


 





 


November 21, 2017


 


 


Harriet C. Booker


3458 S Columbine Circle


Englewood, CO 80113


 


 


Dear Harriet,


 


We are pleased to confirm your offer of employment for the position
of Chief Operating Officer (COO) with BioScrip, Inc. (together with its subsidiaries, the “Company”), reporting to Dan
Greenleaf, President and CEO. Your first day of employment will be Tuesday, November 28, 2017.


 


This offer includes an annual salary of $415,000.00 (bi-weekly
salary of $15,961.54), subject to applicable taxes and other withholdings. You are also eligible to participate in BioScrip’s Management
Incentive Bonus Program as long as you remain continuously employed with BioScrip through the date that the bonus is paid. You
would be eligible for a bonus up to (eighty) 80% of your base salary with the pool determined by the Company and the Board of Directors
and subject to corporate, departmental and individual objectives being met. This plan is subject to change. You will not accrue
paid time off (PTO); PTO is discretionary at this level. You will be eligible to take time off from work, without reduction in
salary, in accordance with Company policy applicable to executives.


 


In the event of the termination of your employment by the Company
(or any successor) other than for “Cause” or your termination of your employment for “Good Reason,” each
as defined in the attached Severance Agreement (attached as Exhibit A), upon execution of the Company’s standard Separation and
Release Agreement, you will be entitled to receive severance payments in accordance with the terms of the attached Severance Agreement.


 


Subject to approval of the Compensation Committee of the Board
of Directors, you will be granted a long-term incentive (LTI) award of options having a value of $300,500 and PRSUs having a value
of $69,500 based on the stock price on the date you start with the Company. The PRSUs will be subject to the performance goals
currently applicable to the Company’s current Long-Term Incentive Plan. In addition and also subject to approval of the Compensation
Committee of the Board of Directors, for 2018 you will be eligible for a 2018 grant of PRSUs at an annual target of at least $231,000,
at the same time grants are made to other comparable executives, which is expected to be on or before March 15, 2018.


 


In the event of a change in control, all performance goals (other
than those relating to the value of BioScrip’s common stock) pertaining to outstanding performance based awards will be deemed
to have been achieved at target and all time-based vesting requirements will lapse in their entirety; provided that the determination
of whether any performance goals related to the value of BioScrip’s common stock have been achieved will be made by reference to
the value of BioScrip’s common stock on or as of the date of the Change in Control.


 






     


     


    

 


During the term of your employment, you will be permitted to
participate in all employee benefits plans, policies, and practices now or hereafter maintained by or on behalf of the Company,
commensurate with your position and level of individual contribution, and, as it relates to equity-based compensation, at the Company’s
and the Board of Director’s discretion. As a point of clarification, you will be eligible for medical coverage under our
benefits programs on the first day of the month following 30 days of employment.


 


This offer is contingent upon the satisfactory results of your
reference check, background check, and confidential drug screening examination.  Following return of your signed offer documents,
you will be provided with a link to complete an online profile, authorize pre-employment screenings and complete a drug test. 
Please be advised you will need to complete your background check profile within two days of accepting your offer of employment
and complete your drug screen within three business days of selecting a site.  Delays may interfere with your anticipated
start date or result in a withdrawal of your offer of employment. 


 


As a condition of employment, you also will be required to review,
complete, and sign the enclosed Confidentiality Agreement and Restrictive Covenants Agreement.


 


In accordance with federal immigration law, you will be required
to provide documentary evidence of your identity and eligibility to work in the United States. You will have three business days
from your first day of employment to complete an I-9 Form and furnish the required documentation as a condition of continued employment.


 


By signing below, you represent and warrant to the Company that
you are not a party to any written or oral agreement, understanding, or arrangement that would prevent you from fully and properly
performing your employment duties for the Company (e.g., you are not subject to any noncompete or nonsolicitation covenants or
agreements, nor are you subject to any invention, proprietary rights, or confidentiality agreements or obligations that would prevent
you from doing what you are supposed to do for the Company). The enclosed Reminder Regarding Proper Treatment of Your Former Employer’s
Property and Information, provides additional information regarding the Company’s understanding and expectations. If you
are unable to make the representations contained in this Paragraph, you must immediately provide to me a written explanation of
your reasons, as well as a copy of any applicable documents, including, but not limited to, any restrictive covenant agreements
to which you are a party. Under these circumstances, the nature and extent of any restrictions on your ability to perform your
job for the Company will need to be evaluated before the Company can hire you.


 


For clarification and the protection of both you and the Company,
you acknowledge that this letter and the enclosed documents represent the sole agreement between you and the Company relating to
the terms of the Company’s offer of employment to you. This letter supersedes all other promises, representations, and/or
understandings relating to the Company’s prospective employment of you. You also acknowledge that your employment with the
Company is “at will,” meaning that both you and the Company may terminate the employment relationship at any time and
for any reason, with or without advance notice. No Company representative has the authority to enter into any agreement with you
to the contrary, with the exception of the Company’s Vice President of Human Resources who may only do so in a writing signed
by both you and the Vice President of Human Resources.


 






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Congratulations again on your offer to join BioScrip, Inc. To
confirm your acceptance of this offer, please sign this letter and the applicable enclosures and return to Rita McKown, rmckown@bioscrip.com
by November 15, 2017. Please be advised that your failure to return the executed documents to me by that date will result in the
withdrawal of this offer. If you have any questions please do not hesitate to call me.


 


Sincerely,


 


 


/s/ Bettyanne “Bet” Rosa


 


Bettyanne “Bet” Rosa


SVP of Human Resources


BioScrip, Inc.


 


 


I accept the offer as stated.


 


 


	/s/ Harriet C. Booker	 	11.21.2017	 
	Harriet C. Booker	 	Date signed	 



 


 


		Enclosures:	Confidentiality Agreement



New Hire
Form


Reminder
Regarding Proper Treatment of Your Former Employer’s Property


and Information


Voluntary
Self-Identification of Disability


Invitation
to Self-Identify under VEVRAA


Restrictive
Covenants Agreement


Severance
Agreement




 






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SEVERANCE AGREEMENT 


(Exhibit A to Offer Letter of Harriet
Booker)


 


This will confirm the agreement between
Harriet Booker (“You”) and BioScrip, Inc. (together with its subsidiaries, the “Company”) that, if You
are terminated by the Company other than for “Cause” or if you terminate your employment with the Company for “Good
Reason” (each as defined below), upon execution and return to the Company of the Company’s standard Separation and
Release Agreement (provided You execute and return the Separation and Release Agreement by the 60th day following your
date of separation of employment with the Company (the “Separation Date”) and You do not exercise any right of revocation
that You may have under such Separation and Release Agreement), (a) You will be entitled to receive salary continuation payments
in accordance with the terms of this Severance Agreement for fifty-two (52) weeks following the effective date of the Separation
and Release Agreement (the “Severance Period”) and (b) the Company will reimburse you for the cost of continuing your
health benefits under COBRA (at the same benefit level and coverage as in effect immediately prior to termination) for a period
of one (1) year following the date of your termination, provided, however, that if you obtain employment and your new employer
offers health insurance, the Company will no longer be obligated to reimburse you for health insurance coverage effective on the
date you start such new employment. In addition, if you are terminated by the Company within 180 days after a Change in Control,
as that term is defined in the Company’s then-applicable Equity Incentive Plan, you will be entitled to receive your bonus
for the fiscal year in which you are terminated, payable at the time bonuses are paid to the Company’s employees, pro-rated
for the number of days you worked in that year and at the level of achievement against the applicable bonus targets.


 


The salary continuation payments shall
be subject to applicable taxes and other lawful withholdings. The payments shall commence as soon as administratively practicable
following the effective date of the Separation and release Agreement (but no later than the 90th day following the Separation
Date), and shall be payable in accordance with the Company’s normal payroll schedule and practices in equal installments
for the Severance Period.


 


For purposes of this Severance Agreement,
“Cause” shall mean any of the following: (a) your gross negligence, insubordination, or intentional misconduct
in connection with the performance of your job duties, (b) your conviction of, or plea of guilty or nolo contendere
to, any felony or crime involving moral turpitude, (c) your violation of the Company’s substance abuse policy, (d) your
breach of any material provision of this or any other agreement between You and the Company, which breach is not cured within 30
days following written notice of the breach by the Company, or (e) your intentional or willful violation of any rule or regulation
of any government agency, or self-regulatory body, applicable to the Company’s business.


 


For purposes of this Agreement, “Good
Reason” means the existence without your written consent of any one or more of the following conditions that continue for
more than 45 days following your written notice of such condition(s) to the Chief Executive Officer (“Cure Period”):
(i) a material adverse change in or reduction of your title, authority, duties and responsibilities, or your ceasing to report
directly to the Chief Executive Officer; (ii) a reduction in your base salary; or (iii) all or substantially all of the assets
of the Company are purchased, and within 60 days of the consummation of such transaction the purchaser neither adopts this Severance
Agreement nor offers you a severance agreement on substantially equivalent economic terms to this Severance Agreement, provided,
however, that you must (x) deliver such written notice within 30 days following your learning of one of the conditions, and (y)
you must cease employment within 30 days after the end of the Cure Period.


 






     


     


    

 


Except as expressly provided herein, upon
separation from employment with the Company for any reason, whether voluntarily or involuntarily, You shall be entitled only to
your base salary earned through the Separation Date and any accrued, but unpaid business expenses owed pursuant to Company policy
and any amounts earned but unpaid under any written retention bonus agreement between you and the Company, and You shall not be
entitled to any further base salary or any applicable bonus, benefits, or other compensation for that year or any future year,
and no other benefits shall accrue or vest subsequent to such date, except as may be required by applicable law or provided in
an applicable benefit plan or program.


 


To the extent that any regulations or other
guidance issued under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), would result
in your being subject to payment of taxes, interest, or penalties under Section 409A, You and the Company agree to use our best
efforts to amend this Severance Agreement in order to avoid or limit the imposition of any such taxes, interest, or penalties,
while maintaining to the maximum extent practicable the original intent of the applicable provisions; provided, however, that the
Company does not guarantee that You will not be subject to taxes, interest, or penalties under Section 409A with respect to any
payments made pursuant to this Severance Agreement.


 


References to termination of employment
or similar terms hereunder shall mean a “separation from service” within the meaning of Section 409A. For purposes
of Section 409A, the right to each salary continuation payment hereunder shall be treated as a right to a separate payment. It
is intended that salary continuation payments (in the order received) shall be considered exempt from the application of Section
409A to the extent they may be characterized as either short-term deferrals (as defined in Treasury Regulation § 1.409A-1(b)(4))
or involuntary separation pay (as defined in Treasury Regulation § 1.409A-1(b)(9)), and this Severance Agreement shall be
construed accordingly.


 


This Severance Agreement shall remain in
effect and be binding upon any successor or assign of the Company, including any entity that (whether directly or indirectly, by
purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) is the survivor of
the Company or that acquires the Company and/or substantially all the assets of the Company, and such successor entity shall be
deemed the “Company” for purposes of this Severance Agreement.


 


This Severance Agreement constitutes the
entire understanding of the parties with respect to the subject matter hereof. This Severance Agreement shall be construed in accordance
with, and its interpretation shall otherwise be governed by, the laws of the State of Colorado, where the Company is headquartered,
without giving effect to principles of conflicts of law.


 






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Kindly signify your agreement to the foregoing
by signing below and forwarding an executed copy for our files.


 


 





	By:	/s/ Bettyanne Rosa	 	 
	 	Bettyanne Rosa	 
	 	Senior Vice President, Human Resources	 


 


 


Agreed and Accepted


on this 28th day of November, 2017


 


 





	/s/ Harriet C. Booker	 	 	 
	Harriet C. Booker	 	 	 


 


 


		cc:	Kathryn Stalmack, Senior Vice President and General Counsel



 



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