exv10w1






Exhibit 10.1




[Letterhead of BioScrip]



November 29, 2010




David W. Froesel, Jr.

9060 Whisperinghill Dr.

Cinncinnati, OH 45242




     Re:     BioScrip, Inc. and Subsidiaries


Dear David:




     BioScrip, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment as
the Company’s Executive Vice President, Chief Financial Officer and Treasurer, according to the
terms and subject to the conditions set forth below. The terms and conditions of your employment
would be as follows:



	 	 	 
	1. POSITION AND DUTIES:

	 	Executive Vice President, Chief Financial
Officer and Treasurer.
	 
	 	 
	 

	 	You would report to, and would have such
duties as assigned to you from time to time
by the Company’s Chief Executive Officer or
as directed by the Board of Directors. You
acknowledge and understand that you are an
employee at will.
	 
	 	 
	 

	 	For a period of two years from your start
date, you will not be required to relocate.
If you are required to relocate after two
(2) years, the Company will pay your
relocation expenses. You may work one
business day per week from the Cincinnati,
OH vicinity. The Company will provide you
with office equipment to work from home,
including a computer, business phone and
phone service and other business equipment
necessary or appropriate to work effectively
from home, including facsimile and other
business software.






 









 






	 	 	 
	2. BASE COMPENSATION:

	 	Your annual base salary would be $500,000
payable bi-weekly or at such other times as
other employees of the Company are paid.
Your performance and base salary shall be
reviewed annually according to company
practice.
	 
	 	 
	3. PARTICIPATION IN HEALTH

    AND OTHER BENEFIT PLANS:

	 	During your employment with the Company, you
would be eligible to participate in all
employee health and other benefit plans,
policies and practices now or hereafter
maintained by or on behalf of the Company
and its subsidiary and affiliate
corporations, commensurate with your
position and level of individual
contribution, all at the Company’s
discretion, in accordance with their
respective terms and conditions. The
Company may terminate or amend any such
plans or coverage so as to eliminate; reduce
or otherwise change any such health and
benefit at its discretion.
	 
	 	 
	4. BONUS:

	 	You would be eligible to participate in
BioScrip’s Management Short-term Cash Bonus
Program as long you remain continuously
employed with BioScrip through the date
bonuses are paid. Your target bonus would
be at level of 80% of your then annual base
salary and would be based on specific
corporate performance goals determined by
the Board. Any bonus, if payable, shall be
paid as and when bonuses are paid to
management generally.
	 
	 	 
	5. EXPENSES:

	 	Subject to such policies as may from time to
time be established by the Company’s
management, the Company would pay or
reimburse you for all reasonable and
necessary expenses actually incurred or paid
by you during your employment upon
submission and approval of expense
statements, vouchers or other reasonable
supporting information in accordance with
the then customary practices of the Company.
No prior approval of such business expenses
is required so long as such expenses are
incurred and submitted for reimbursement in
accordance with the Company’s policies. If
a business expense






 









 






	 	 	 
	 

	 	reimbursement is not
exempt from Section 409A of the Internal
Revenue Code of 1986, as amended (the
“Code”), any reimbursement in one calendar
year shall not affect the amount that may be
reimbursed in any other calendar year and a
reimbursement (or right thereto) may not be
exchanged or liquidated for another benefit
or payment. Any business expense
reimbursements subject to Section 409A of
the Code shall be made no later than the end
of the calendar year following the calendar
year in which such business expense is
incurred by the Executive.
	 
	 	 
	6. EQUITY COMPENSATION:

	 	You would be granted 200,000 stock options
to purchase the Company’s common stock, par
value $0.0001 per share of the Company
(“Common Stock”), which would be awarded at
the current market price on the date your
employment commences. The options will vest
in three equal annual installments. The
initial strike price of the options would be
the closing stock price on the NASDAQ on the
later to occur of the (i) the approval of
the grant by the Company’s compensation
committee of the Board of Directors; or (ii)
the commencement date of your employment
with the Company.
	 
	 	 
	 

	 	You would also be granted a cash-based
phantom Stock appreciation right (SAR) of
200,000 units. This award will be granted
at the closing stock price on the NASDAQ on
the date your employment commences. The
SAR’s will vest in three equal annual
installments and will pay out based on the
difference in the closing stock price of the
Company’s Common Stock on the NASDAQ on the
vesting date (provided the SAR is “in the
money”) and will be subject to the terms and
conditions of a SAR grant agreement.
	 
	 	 
	7. VACATION:

	 	You would be entitled to four weeks (20
business days) vacation per year during the
term of your employment.






 









 






	 	 	 
	8. FEDERAL IMMIGRATION LAW:

	 	For purposes of federal immigration law, you
would be required to provide to the Company
documentary evidence of your identity and
eligibility for employment in the United
States. Such documentation must be provided
to us within three (3) business days of your
commencement date, or our employment
relationship with you may be terminated. If
it is not received within such three (3) day
period, you will not be able to continue
employment with the Company until such time
as the appropriate documentation is
provided.
	 
	 	 
	9. RESTRICTIVE COVENANT:

	 	As a condition to your employment with the
Company, you will be obligated to enter into
a restrictive covenant agreement between you
and the Company, covering, among other
things, non-competition provisions, non-solicitation provisions, and the protection
of the Company’s trade secrets. That
agreement is attached in the form attached
hereto as Exhibit A.
	 
	 	 
	10. OTHER TERMS:

	 	You would be entitled to severance under the
terms of a Severance letter attached hereto
as Exhibit B.
	 
	 	 
	11. LEGAL FEES AND EXPENSES:

	 	The Company will reimburse you up to
$15,000.00 in connection with the review,
negotiation and execution of the agreements
contemplated by this offer letter.
	 
	 	 
	13. INDEMNITY:

	 	You will be provided indemnity to the
fullest extent permitted under the Company’s
certificate of incorporation, bylaws or any
other organizational document or to the
maximum extent provided by Delaware law.
The Company will provide you with usual and
customary directors and officers liability
insurance.





Your offer is contingent upon the results of your reference and background checks as well as
negative results from a required confidential drug screening examination. You will be receiving an
email that contains all of the documents we will need to process the reference and background
checks and arrange for your drug screening. Once you complete and submit these documents, we will
begin processing your background check. You will also receive an email within two






 









 







days via Escreen with the information you will need to take your drug screening. Please print out
the attached EPassport and take it along with your driver’s license to the designated testing
facility. Please note that you will be required to perform your drug screening within 48 hours of
receipt of your email.



This offer supersedes all prior offers, both verbal and written. Please call me at 914-460-1622 to
discuss any questions or comments that you may have regarding these terms. Please return your
paperwork by mail or fax to:




	 	 	 	 	 
	 	BioScrip, Inc.

Attn: Lisa Nadler

100 Clearbrook Road

Elmsford, NY 10523



Fax: 914-460-1670

 	 
	 	 	 



We are very pleased to have you join us!




	 	 	 	 	 
	 	Sincerely yours,



BIOSCRIP, INC.

 	 
	 	By:  	/s/ Lisa Nadler
 	 
	 	 	 	 


Agreed to and accepted by:




					
	 	
 	 
	 	/s/ David W. Froesel, Jr.
 	 
	 	David W. Froesel, Jr.