EXHIBIT 10.1





 


BIOSCRIP,
INC.


 


EMPLOYEE
STOCK PURCHASE PLAN


 


Effective May 7, 2013


BIOSCRIP,
INC.


 






    	 



    	 



    

 





BIOSCRIP,
INC.


 


EMPLOYEE
STOCK PURCHASE PLAN







 


Table of Contents


 





		Page
	ARTICLE I - NATURE OF PLAN	1
	ARTICLE II - DEFINITIONS AND CONSTRUCTION	1
	2.1	DEFINITIONS	1
	2.2	WORD USAGE	3
	2.3	CONSTRUCTION	4
	ARTICLE III - PARTICIPATION	4
	3.1	ELIGIBILITY	4
	3.2	ELECTION TO PARTICIPATE	4
	3.3	WAIVER OF PARTICIPATION	4
	ARTICLE IV - PAYROLL DEDUCTION AUTHORIZATION	4
	4.1	PAYROLL DEDUCTIONS	4
	4.2	WITHDRAWAL OF PAYROLL DEDUCTION ACCOUNT	5
	ARTICLE V - PURCHASE OF STOCK	5
	5.1	GRANT OF OPPORTUNITY TO PURCHASE STOCK	5
	5.2	LIMITATION ON STOCK	6
	5.3	LIMITATIONS ON GRANTS	7
	5.4	STOCK PRICE	7
	5.5	PURCHASE OF STOCK	8
	5.6	PAYMENT	9
	5.7	TRANSFER OF SHARES	10
	5.8	TRANSFER OF RIGHTS	10
	ARTICLE VI - ADMINISTRATION	10
	6.1	COMMITTEE AUTHORITY	10
	6.2	AUTHORIZED REPRESENTATIVE	11
	6.3	NONDISCRIMINATION	11
	6.4	BOOKS AND RECORDS	12
	ARTICLE VII - AMENDMENT AND TERMINATION	12
	7.1	AMENDMENT	12
	7.2	TERMINATION	12
	7.3	NO ALTERATION OF RIGHTS	12
	ARTICLE VIII - MISCELLANEOUS	12
	8.1	EXECUTION OF RECEIPTS AND RELEASES	12
	8.2	PLAN FUNDS	12
	8.3	NO GUARANTEE OF INTERESTS	12
	8.4	PAYMENT OF EXPENSES	13
	8.5	EMPLOYER RECORDS	13
	8.6	INTERPRETATIONS AND ADJUSTMENTS	13
	8.7	UNIFORM RULES	13
	8.8	NO RIGHTS IMPLIED	13
	8.9	INFORMATION	13
	8.10	NO LIABILITY OF EMPLOYER	13
	8.11	EMPLOYER ACTION	13
	8.12	SEVERABILITY	13
	8.13	NOTICE	13
	8.14	WAIVER OF NOTICE	14
	8.15	SUCCESSORS	14
	8.16	HEADINGS	14
	8.17	LAW	14
	8.18	NO LIABILITY FOR GOOD FAITH DETERMINATIONS	14
	ARTICLE IX - ADOPTION OF PLAN BY PARTICIPATING EMPLOYERS	14
	9.1	PARTICIPATING EMPLOYERS	14
	9.2	APPLICATION OF PLAN PROVISIONS	14
	9.3	POWERS EXERCISABLE ONLY BY BIOSCRIP, INC.	15







 






    	 



    	 



    

 





BIOSCRIP,
INC.


 


EMPLOYEE
STOCK PURCHASE PLAN


 


 


ARTICLE I - NATURE
OF PLAN


 


This employee stock
purchase plan is hereby established for the purpose of providing all employees of BioScrip, Inc., a Delaware corporation, and its
adopting Subsidiary or Subsidiaries, if any, with the opportunity to acquire a proprietary interest in the Company, thereby increasing
their interest in their Employer’s welfare, and encouraging them to remain in the employ of their Employer.


 


ARTICLE II - DEFINITIONS
AND CONSTRUCTION


 


		2.1	DEFINITIONS.
                                                           For the purpose of this Plan, the following definitions shall apply
                                                           unless the context requires otherwise:



 


		(a)	BOARD OF DIRECTORS shall mean the Board of Directors of the Company unless otherwise indicated
or the context otherwise requires.



 


		(b)	CODE shall mean the Internal Revenue Code of 1986, as amended.



 


		(c)	Committee shall mean the Management Development
& Compensation Committee of the Board of Directors, or such other person or persons appointed by Board of Directors to administer
the Plan, as further described in the Plan, or their respective delegates.



 


		(d)	COMPANY shall mean BioScrip, Inc., and includes any successor or assignee corporation or
corporations into which the Company may be merged, changed or consolidated; any corporation for whose securities the securities
of the Company shall be exchanged; and any assignee of or successor to substantially all of the assets of the Company.



 


		(e)	COMPENSATION shall mean an Employee’s base salary or wages received for personal services
rendered to the Employer as an Employee which are actually paid during the Plan Year and which are subject to withholding for Federal
income tax purposes, plus amounts excluded from the gross income of an Employee under sections 125, 402(a)(8), 402(h)(1)(B), or
403(b) of the Code. Compensation shall not include commissions based on sales, bonuses, or overtime pay.



 


		(f)	CONTINUOUS SERVICE shall mean, subject to modification by the Committee, an Eligible Employee’s
number of full years and completed months of continuous employment with the Company or a Subsidiary from his last hiring date to
his date of Termination of Employment for any reason. The Committee may provide rules from time to time regarding the calculation
of Continuous Service and the method for crediting such service.



 






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		(g)	Disability shall means a mental or physical
illness that entitles the Participant to receive benefits under the long-term disability plan of the Company or a Subsidiary, or
if the Participant is not covered by such plan, a mental or physical illness that renders a Participant permanently and totally
incapable of performing his duties as an employee of the Company or a Subsidiary. Notwithstanding the foregoing, a Disability shall
not qualify under this Plan if it is the result of (a) a willfully self-inflicted injury or willfully self-induced sickness; or
(b) an injury or disease contracted, suffered, or incurred, while participating in a criminal offense. The determination of Disability
shall be made by the Committee. The determination of Disability for purposes of this Plan shall not be construed to be an admission
of disability for any other purpose.



 


		(h)	EFFECTIVE DATE shall mean, with respect to the Plan, May 7, 2013.



 


		(i)	ELIGIBLE EMPLOYEE shall mean each employee of the Company or a Subsidiary (if the Subsidiary
has adopted the Plan) as of the first business day of a given Offering Period except that the Committee in its sole discretion
may exclude:



 


(a) any employee
who has accrued less than a minimum period of Continuous Service established by the Committee (but not to exceed two (2) years).


 


(b) any employee
whose customary employment is twenty (20) hours or less per week;


 


(c ) any employee
whose customary employment is for not more than five (5) months in any calendar year;


 


(d) any employee
who would directly or indirectly own or hold (applying the rules of Section 424(d) of the Code to determine stock ownership) immediately
following the grant of an Option hereunder an aggregate of five percent (5%) or more of the total combined voting power or value
of all outstanding shares of all classes of stock of the Company or any Subsidiary; and


 


(e) any employee
who is a highly compensated employee of the Company or Subsidiary within the meaning of Section 414(q) of the Code.


 


Any period
of service described in the preceding sentence may be decreased in the discretion of the Committee.


 


		(j)	EMPLOYER shall mean the Company and each Participating Employer, if any.



 


		(k)	OFFERING PERIOD shall mean that period to be determined by the Committee beginning on the
date the Employees are offered the opportunity to purchase Stock hereunder, during which each eligible Employee shall determine
whether and to what extent he desires to participate by authorizing payroll deductions. Until changed by the Committee in its sole
and absolute discretion, a new Offering Period shall begin on the first day of each Plan Year and shall end on the last day of
such Plan Year.



 









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		(l)	PARENT shall mean a domestic or foreign corporation of which not less than 50% of the total
combined voting power of all classes of stock is held either any corporation other than the Company in an unbroken chain of corporations
(ending with the Company, and in which not less than 50% of the total combined voting power of all classes of stock is held by
each corporation in the chain), without regard to whether such corporation now exists or is hereafter organized or acquired.



 


		(m)	PARTICIPANT shall mean an Eligible Employee or former Eligible Employer who has been offered
the opportunity to purchase Stock hereunder and who has elected to participate herein by authorizing payroll deductions.



 


		(n)	PARTICIPATING EMPLOYER shall mean a corporation, partnership or other trade or business
which has adopted this Plan pursuant to Article IX for its own Employees.



 


		(o)	PAYROLL DEDUCTION ACCOUNT shall mean the bookkeeping account established on behalf of a
Participant to which shall be credited all contributions withheld from a Participant’s Compensation for the purpose of purchasing
Stock under the Plan, and to which shall be charged all purchases of Stock pursuant to the Plan. The Company shall have custody
of such account.



 


		(p)	PAYROLL DEDUCTION PERIOD shall mean that period beginning on the first day of each Plan
Year and ending on the earlier of:



 





		(i)	The latest date for which a Participant receives his last paycheck from the Employer after his
employment with the Employer terminates; or



 


		(ii)	The last day of the Plan Year.



 













		(q)	PLAN shall mean the BioScrip, Inc. Employee Stock Purchase Plan, as embodied herein and
as amended from time to time.



 


		(r)	PLAN YEAR shall mean the twelve (12) calendar months, beginning on January 1 and ending
on December 31 of each year.



 


		(s)	STOCK shall mean the common stock, par value $.01 per share, of the Company.



 


		(t)	SUBSIDIARY shall mean any company, as currently defined in Section 424(f) of the Code, including
a foreign subsidiary. Unless otherwise indicated, the term “Company” shall hereinafter be deemed to include all Subsidiaries
of the Company which have adopted the Plan.



 


		2.2	WORD USAGE.
                                                           Except when otherwise indicated by the context, any masculine terminology
                                                           used herein also includes the feminine and neuter, and vice versa,
                                                           and the singular shall also include the plural, and vice versa. The
                                                           words “hereof,” “herein” and “hereunder,”
                                                           and other similar compounds of the word “here” shall mean
                                                           and refer to the entire Plan and not to any particular provision or
                                                           section. All references to Sections or Articles shall mean and refer
                                                           to Sections and Articles contained in this Plan unless otherwise indicated.



 






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		2.3	CONSTRUCTION.
                                                              It is the intention of the Company that the Plan be qualified as
                                                              an employee stock purchase plan under the provisions of section
                                                              423 of the Code, and all provisions shall be construed to that result.
                                                              Moreover, the provisions of the Plan shall apply only to an Eligible
                                                              Employee who is in the employ of the Employer on or after the Effective
                                                              Date.



 





ARTICLE III - PARTICIPATION


 


		3.1	ELIGIBILITY.
                                                           Except as herein provided, the persons who shall be eligible to participate
                                                           in the Plan as of the first day of any Offering Period shall be those
                                                           persons (and only those persons) who are Eligible Employees of the
                                                           Company (including a Subsidiary that has adopted the Plan) on the first
                                                           day of the Offering Period.



 


		3.2	ELECTION TO PARTICIPATE.
                                                           An
                                                           Eligible Employee may become a Participant only by filing a written
                                                           election to participate with the Committee that authorizes payroll
                                                           deductions during the Offering Period, as set forth under Section 4.1.
                                                           An Eligible Employee may elect to participate for less than the maximum
                                                           number of shares which he has been offered the opportunity to purchase
                                                           by authorizing a payroll deduction under Section 4.1 of a percentage
                                                           of Compensation less than the percentage determined by the Board of
                                                           Directors under Section 5.1(b).



 


		3.3	WAIVER OF PARTICIPATION.
                                                           An Eligible Employee may waive his right to participate for any Offering
                                                           Period by declining to authorize a payroll deduction. Such declination
                                                           must be filed in writing with the Committee in the time and manner
                                                           specified thereby. The filing of a written declination shall result
                                                           in the Eligible Employee’s waiver of participation for only the
                                                           Offering Period to which it relates and shall be irrevocable with respect
                                                           to such Offering Period. Except as otherwise provided in this Section,
                                                           an Eligible Employee’s waiver of participation for a specified
                                                           Offering Period shall not, in and of itself, adversely impact the right
                                                           of such Eligible Employee to participate in the Plan during any subsequent
                                                           Offering Periods except those Offering Periods with respect to which
                                                           he files additional written declinations with the Committee in accordance
                                                           with the provisions of this Section. Failure to timely authorize payroll
                                                           deductions for an Offering Period shall not be treated as if the Participant
                                                           declined in writing to authorize such deductions, but shall instead
                                                           be treated as a zero percent (0%) election under Section 4.1.



 


ARTICLE IV - PAYROLL
DEDUCTION AUTHORIZATION


 


		4.1	PAYROLL DEDUCTIONS.
                                                           Each Eligible Employee who elects, pursuant to Article III, prior to
                                                           the beginning of a Payroll Deduction Period to participate herein shall
                                                           authorize the making of payroll deductions to fund the purchase of
                                                           the Stock he has agreed to purchase hereunder by completing and returning
                                                           a Participant Election Form. Deductions shall be made pro-rata for
                                                           the regular payroll periods applicable to the Participant during the
                                                           Payroll Deduction Period and shall be credited to the Participant’s
                                                           Payroll Deduction Account.



 






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		(a)	Amount of Payroll Deductions. A
Participant may authorize payroll deductions in an amount of either  NumberDefault \l 6 \s 1(i)
zero percent (0%) or  NumberDefault \l 6(ii) not less than one
percent (1%) nor more than ten percent (10%) (in multiples of one percent (1%)) of his Compensation for the Plan Year. A Participant
who authorizes a payroll deduction of zero percent (0%) shall not be deemed to have waived participation pursuant to Section 3.3.




 


		(b)	Change in Authorization. A Participant
may not vary the amount of his payroll deduction for any Payroll Deduction Period. Notwithstanding the foregoing, he may 
NumberDefault \l 6 \s 1(i) elect to stop his payroll deductions effective
with the first payroll occurring thirty (30) days after the Committee’s receipt of his written election to stop his payroll
deductions, and  NumberDefault \l 6(ii) with at least thirty (30)
days advance written notice to the Committee, elect to decrease his payroll deduction rate, within the limits specified in subsection
(a) of this Section, effective on the first day of the calendar quarter next following the date of his notice. A Participant’s
election to stop his payroll deductions shall be treated as a waiver of participation under Section 3.3 for the remainder of the
Offering Period in which the cessation occurs. A Participant’s election to decrease his payroll deduction rate to zero percent
(0%) shall not be deemed to be a waiver of participation pursuant to Section 3.3.



 


		4.2	CARRY FORWARD/WITHDRAWAL
                                                                  OF PAYROLL DEDUCTION ACCOUNT.
                                                                  Notwithstanding anything contained herein to the contrary, any
                                                                  amounts remaining credited to a Participant’s Payroll
                                                                  Deduction Account on the last day of the Plan Year, after taking
                                                                  into account the amount of Stock purchased by the Participant,
                                                                  shall be carried forward to the subsequent Offering Period;
                                                                  provided,
                                                                  however, that amounts credited to a Participant’s Payroll
                                                                  Deduction Account may be refunded to the Participant upon a
                                                                  waiver of participation under Section 3.3 by a Participant,
                                                                  and, subject to Section 6.3, such amount shall be refunded to
                                                                  the Participant within a reasonable time after the Compensation
                                                                  Committee receives the waiver of participation. 



 


ARTICLE V - PURCHASE
OF STOCK


 


		5.1	GRANT OF OPPORTUNITY TO PURCHASE
                                                                  STOCK.
                                                                  For each Offering Period during the term of the Plan, unless
                                                                  the Board of Directors determines otherwise, an offering shall
                                                                  be made under which all Eligible Employees are granted the opportunity
                                                                  to purchase Stock.



 


		(a)	Date of Grant. Subject to Sections 5.2 and 5.3, all grants made hereunder shall be deemed
to have been made on the same date, which date shall be the first day of the Offering Period, on which date the maximum amount
of Stock that can be purchased under the grant and the minimum purchase price for the Stock will be fixed or determinable.



 






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		(b)	Amount of Grant. Each Eligible Employee shall be granted an opportunity to purchase up to
that number of whole shares of Stock which could be purchased at the price determined in accordance with Section 5.4, with an amount
equal to such percentage, not to exceed ten percent (10%), as the Board of Directors determines, of an Eligible Employee’s
Compensation which Participant has chosen to add to his Payroll Deduction Account for the Plan Year beginning coincident with the
Offering Period.



 


		5.2	LIMITATION ON STOCK
                                                           Unless otherwise amended by the Board and approved by the stockholders
                                                           of the Company to the extent required by law, a maximum number of 750,000
                                                           shares of Stock of the Company (or such number as may result following
                                                           any adjustment pursuant to this Section 5.2) shall be reserved and
                                                           available for grant under the Plan. The maximum number of shares of
                                                           Stock that may be granted to any Participant during an Offering Period
                                                           shall not exceed the amount determined under Section 5.3(b) as of the
                                                           first day of the Offering Period for such Participant; provided, however,
                                                           that:



 


		(a)	the maximum number of shares of Stock that may be purchased during any Offering Period may be increased
or decreased as determined by the Compensation Committee prior to the first day of any such Offering Period; and



 


		(b)	notwithstanding the directly preceding or any other provision in the Plan to the contrary, if during
an Offering Period more than fifty percent (50%) of the shares of Stock (which are available for issuance under the first sentence
of this Section 5.2) will otherwise be purchased under the Plan by Participants during the Offering Period, the Compensation Committee
may subject to Section 6.3 further limit the number of shares of Stock that can be purchased by all Participants during such Offering
Period by establishing a lower fixed number of shares of Stock that can be purchased during such Offering Period by all Participants
but only to the extent necessary to ensure that such fifty percent (50%) limit is not exceeded.



 


Either authorized and unissued
shares or issued shares heretofore or hereafter reacquired by the Employer may be made subject to purchase under the Plan, in the
sole and absolute discretion of the Committee. Further, except if the Participant purchases more than the maximum number of shares
of Stock permitted under this Section 5.2, if for any reason any purchase of Stock under the Plan is not consummated, shares subject
to such purchase agreement may be subjected to a new purchase agreement under the Plan.


 


Notwithstanding the foregoing
provision, if the shares of Stock subject to purchase hereunder are increased, decreased, changed into, or exchanged for a different
number or kind of shares or securities of the Company through reorganization, merger, recapitalization, reclassification, stock
split-up or similar event, an appropriate and proportionate adjustment shall be made in the number and kind of shares as to which
purchases are or may be made hereunder. A corresponding adjustment changing the number or kind of shares allocated to unpurchased
Stock shall likewise be made. Any such adjustment, however, in the Stock shall be made without change in the total price applicable
to the portion of the Stock purchased hereunder which has not been fully paid for, but with a corresponding adjustment, if appropriate,
in the price for each share of Stock.


 






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Further,
if the Company is reorganized, merged or consolidated with another corporation while Stock is subject to a purchase agreement under
the Plan, or, solely for purposes of (ii) below, if the Company is dissolved or liquidated, the Company shall either  NumberDefault
\l 6 \s 1(i) substitute for such shares an appropriate number of shares
of each class of stock or other securities of the reorganized or merged or consolidated corporation which were distributed to the
shareholders of the Company with respect to such shares, or  NumberDefault \l 6(ii)
permit each Participant to immediately complete making payment for the Stock he agreed to purchase, without regard to the payroll
deduction provisions provided for in Article IV, by making a cash contribution to his Payroll Deduction Account during the thirty
(30) day period next preceding the effective date of any such reorganization, merger or consolidation or of any dissolution or
liquidation of the Company.


 


		5.3	LIMITATIONS ON GRANTS.
                                                           Notwithstanding any provision contained herein to the contrary, 



 


		(a)	No Eligible Employee shall be given the opportunity to purchase Stock hereunder if, immediately
following the grant of the right to purchase Stock hereunder, such Eligible Employee owns Stock, including, for the purposes of
this Section 5.3(a), the Stock he has been granted the opportunity to purchase under the Plan, possessing five percent (5%) or
more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary thereof, computed
in accordance with section 423(b)(3) of the Code, and



 


		(b)	No Eligible Employee shall be granted the opportunity to purchase Stock hereunder which permits
his rights to purchase Stock under this Plan and under all other employee stock purchase plans of the Employer or any corporation
which is the Parent or a Subsidiary company of the Employer to accrue at a rate which exceeds $25,000 (or such other rate as may
be prescribed from time to time by the Code) of the fair market value of Stock (determined as of the first day of the Offering
Period) for each calendar year in which such Eligible Employee is participating hereunder, in accordance with the provisions of
section 423(b)(8) of the Code.



  





		5.4	STOCK PRICE.
                                                           A Participant may acquire Stock hereunder at a cost of eighty-five
                                                           percent (85%) of the lower of  NumberDefault \l 6 \s 1(i)
                                                           the fair market value of the Stock on the first day of the Plan Year
                                                           in which the Stock is purchased, or  NumberDefault \l 6(ii)
                                                           the fair market value of the Stock on the last day of the Plan Year
                                                           in which the Stock is purchased. 



 






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For the purposes of this Section,
the fair market value of the Stock on any given date shall be:


 


		(a)	if the Stock is listed on a national securities exchange or quoted on the NASDAQ National Market
(“NASDAQ”), the closing price of the Stock on the relevant date, as reported on the composite tape or by NASDAQ or
the most recent preceding day for which such quotations are reported, as the case may be;



 


		(b)	if the Stock is not listed on a national securities exchange or quoted on NASDAQ, but is publicly
traded in the over-the-counter market, the average of the closing bid and asked prices for the Stock on the relevant date, or the
most recent preceding day for which such quotations are reported; or



 


		(c)	if, on the relevant date, the Stock is not publicly traded or reported as described in (a) or (b),
on the basis of the good faith determination of the Committee; provided, however, that no method of determining fair market value
will be used if such method would cause the grant to constitute a form of nonqualified deferred compensation subject to Section
409A of the Code.



 


		5.5	PURCHASE OF STOCK.
                                                           The purchase of Stock hereunder by a Participant may be accomplished
                                                           in accordance with the following:



 


		(a)	By Participant While Employed. At any time during the Plan Year, a Participant, only if
allowed by the Compensation Committee in its sole discretion and subject to such terms and conditions as it may in its sole discretion
impose, may elect to purchase that amount of Stock that he has been given the opportunity to purchase hereunder, by delivering
written notice of his election to purchase such Stock hereunder and his payroll deduction authorization to the Compensation Committee
or its agent, in such form and in such manner as the Compensation Committee shall prescribe, as described in Section 4.1. If a
Participant elects to purchase only a part of the Stock that he has been given the opportunity to purchase, the remainder of his
grant shall continue to the end of the Plan Year and be exercised as provided in the next paragraph. If a Participant files a written
notice of election not to purchase with the Compensation Committee or its agent, the balance credited to his Payroll Deduction
Account shall be paid to him in cash, and he shall not be entitled to participate again in the Plan for the remainder of the Plan
Year.



 


If, on the last day of the Plan
Year, a Participant has not made his election to purchase, in whole or in part, and has not filed a written notice of election
not to purchase with the Compensation Committee or its agent, such Participant shall be deemed to have elected to purchase the
amount of Stock which he can purchase with the money in his Payroll Deduction Account on such last date.


 


The balance credited to a Participant
Payroll Deduction Account, after paying for his Stock, shall be paid to him in cash; provided, however, that if such a balance
occurs during an Offering Period, it shall be carried over during the Offering Period and be credited to the Participant’s
Payroll Deduction Account as if contributed during that Offering Period.


 






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		(b)	By Participant After Termination of Employment. If a Participant’s employment with
the Employer terminates for any reason other than death, Disability, or retirement, his right to purchase Stock hereunder shall
immediately terminate and become void, and the amount credited to such Participant’s Payroll Deduction Account shall be paid
to him in cash.



 


		(c)	By a Retired or Disabled Participant. If a Participant’s employment with the Employer
terminates on account of the Participant’s Disability or retirement, such Participant shall have the right to complete paying
for the Stock he agreed to purchase by making a cash contribution to his Payroll Deduction Account during the period beginning
on the date his employment terminates and ending ninety (90) days following such date. In the event that such a contribution is
not made, the Participant’s right to purchase Stock hereunder shall immediately terminate and become void, and the amount
credited to such Participant’s Payroll Deduction Account shall be paid to him in cash.



 


For purposes of this Section, a
Participant shall be considered to have retired if his employment with the Employer terminates by reason of his retirement after
he has attained age sixty-five (65) and with the consent of the Employer.


 


		(d)	By a Participant’s Representative. In the event a Participant’s employment with
the Employer terminates on account of the death of the Participant, his heirs, legatees, distributees or personal representatives
shall have the right to complete paying for the Stock he agreed to purchase by making a cash contribution to his Payroll Deduction
Account during the period beginning on the date of his death and ending ninety (90) days following his date of death. In the event
that such a contribution is not made, the right to purchase Stock hereunder shall immediately terminate and become void, and the
amount credited to such Participant’s Payroll Deduction Account shall be paid to his heirs, legatees, distributees or personal
representatives in cash.



 


Notwithstanding anything to the
contrary herein, in no event shall Stock be purchasable hereunder after the expiration of 27 months from the date such Stock first
become purchasable under the terms of this Plan.


 


		5.6	PAYMENT.
                                                           Upon the election to participate herein, and agreement to purchase
                                                           shares hereunder, the shares of Stock shall be paid for in full by
                                                           the making of payroll deductions and, at the end of the Plan Year,
                                                           the transfer of the purchase price from the amount credited to the
                                                           Participant’s Payroll Deduction Account to an account of the
                                                           Employer. Any balance credited to such Participant’s Payroll
                                                           Deduction Account in excess of the purchase price at the end of the
                                                           Plan Year shall be paid to him in cash. If for any reason, the balance
                                                           credited to the Participant’s Payroll Deduction Account at the
                                                           end of the Plan Year is not sufficient to pay for the Stock purchased,
                                                           the Participant, his legatees, or distributees may, at such time and
                                                           in such manner as the Committee shall prescribe, contribute cash hereunder,
                                                           which shall be credited to his Payroll Deduction Account in order to
                                                           pay for the full number of shares for which the Participant has elected
                                                           to participate, or the Participant, his personal representative heirs,
                                                           legatees or distributees may purchase that part of the number of full
                                                           shares which the balance credited to the Participant’s Payroll
                                                           Deduction Account is sufficient to purchase and shall receive the balance
                                                           credited to such account and not used to purchase Stock in cash. Notwithstanding
                                                           the foregoing, a Participant shall not be permitted, except in the
                                                           event of retirement, Disability or death, to contribute additional
                                                           cash to his Payroll Deduction Account in excess of amounts withheld
                                                           from his Compensation.



 






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		5.7	TRANSFER OF SHARES.
                                                           The shares of the Stock purchased by a Participant hereunder shall
                                                           be issued or transferred to him on the books of the Company as of the
                                                           last day of the Plan Year in which he made the purchase. Stock certificates
                                                           shall be delivered to the Participant as soon as practicable after
                                                           such time, and the Participant shall receive and be the transferee
                                                           of substantially all the rights of ownership of such Stock, in accordance
                                                           with Treasury Regulations Section 1.421-1(f) as currently in effect
                                                           or any successor to such Treasury Regulations. Such rights of ownership
                                                           shall include the right to vote, the right to receive declared dividends,
                                                           the right to share in the assets of the Company in the event of liquidation,
                                                           the right to inspect the Company’s books, and the right to pledge
                                                           or sell such Stock, subject to the restrictions on such rights in this
                                                           Plan and the restrictions on such rights imposed by applicable law.
                                                           Until delivery of certificates for the Stock to the Participant, the
                                                           Participant shall have none of the rights and privileges of a stockholder
                                                           in the Company with respect to shares of Stock purchased hereunder.
                                                           Notwithstanding anything to the contrary herein, the Employer shall
                                                           not be obligated to issue Stock hereunder if, in the opinion of counsel
                                                           for the Company, such issuance would constitute a violation of Federal
                                                           or state securities laws. 



 


		5.8	TRANSFER OF RIGHTS.
                                                                  No rights granted under the Plan, including, but not limited
                                                                  to, payroll deductions credited to a Participant’s Payroll
                                                                  Deduction Account and rights with regard to the exercise of
                                                                  an opportunity to purchase Stock granted hereunder, may be transferred
                                                                  except by will or the laws of descent and distribution and,
                                                                  during the lifetime of the Participant to whom granted, may
                                                                  be exercised only by such Participant.



 


ARTICLE VI - ADMINISTRATION


 


		6.1	COMMITTEE AUTHORITY.
                                                           The Plan shall be administered by the Committee. Unless otherwise provided
                                                           by its charter, a majority of the Committee shall constitute a quorum
                                                           at any meeting thereof (including telephone conference) and the acts
                                                           of a majority of the members present, or acts unanimously approved
                                                           in writing by the entire Committee without a meeting, shall be the
                                                           acts of the Committee. The Committee may allocate among one or more
                                                           of its members, or may delegate to one or more of its agents, such
                                                           duties and responsibilities as it determines. A member of the Committee
                                                           shall not exercise any discretion respecting himself under the Plan.
                                                           Subject to the provisions of this Plan, the Committee shall have full
                                                           and final authority in its discretion to:



 


		(a)	direct the administration of the Plan in accordance with the provisions herein set forth;



 


		(b)	adopt rules of procedure and regulations necessary for the administration of the Plan provided
the rules are not inconsistent with the terms of the Plan;



 






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		(c)	determine all questions with regard to rights of Eligible Employees and Participants under the
Plan, including, but not limited to, rights of eligibility of an employee to participate in the Plan and the amount of Stock that
a Participant is offered the opportunity to purchase;



 


		(d)	enforce the terms of the Plan and the rules and regulations it adopts;



 


		(e)	direct the distribution of the shares of Stock purchased hereunder;



 


		(f)	furnish the Employer with information which the Employer may require for tax or other purposes;



 


		(g)	engage the service of counsel (who may, if appropriate, be counsel for the Employer) and agents
whom it may deem advisable to assist it with the performance of its duties;



 


		(h)	prescribe procedures to be followed by Participants in electing to participate herein;



 


		(i)	receive from each Employer and from Employees such information as shall be necessary for the proper
administration of the Plan;



 


		(j)	maintain, or cause to be maintained, separate Accounts in the name of each Participant to reflect
the Participant’s Payroll Deduction Account under the Plan;



 


		(k)	impose a holding period before sale or other disposition of Stock by a Participant in connection
with this Plan



 


		(l)	correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any
related document, in such manner and to the extent the Committee shall determine in order to carry out the purposes of the Plan;
and



 


		(m)	interpret and construe the Plan.



 


Any action on matters within the
discretion of the Committee shall be final and conclusive as to all persons affected.


 


		6.2	AUTHORIZED REPRESENTATIVE.
                                                           The Committee may authorize any one of its members, or its secretary,
                                                           to sign on its behalf any notices, directions, applications, certificates,
                                                           consents, approvals, waivers, letters, or other documents.



 


		6.3	NONDISCRIMINATION.
                                                           The Committee shall administer the Plan in a uniform, nondiscriminatory
                                                           manner.



 


		6.4	BOOKS AND RECORDS.
                                                           The Committee shall maintain, or cause to be maintained, records which
                                                           will adequately disclose at all times the number of shares that are
                                                           subject to a purchase agreement hereunder, and the Employees who are
                                                           purchasing such Stock. The books, forms, and methods of accounting
                                                           shall be the responsibility of the Committee.



 






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ARTICLE VII - AMENDMENT
AND TERMINATION


 


		7.1	AMENDMENT.
                                                           The Company shall have the right at any time to amend the Plan in any
                                                           manner it deems necessary or advisable to qualify the Plan under the
                                                           provisions of section 423 of the Code and to amend the Plan in any
                                                           other manner; provided, however, that no amendment to the Plan which
                                                           either (i) increases the aggregate number of shares of Stock which
                                                           may be sold hereunder or (ii) changes the designation of corporations
                                                           whose employees are eligible to participate hereunder shall become
                                                           effective unless such amendment is approved by the shareholders of
                                                           the Company within twelve (12) months before or after the date such
                                                           amendment is adopted by the Board of Directors. Such shareholder approval
                                                           shall not be required to designate corporations that have become the
                                                           Company’s Parent or Subsidiary corporations after the adoption
                                                           and approval date of the Plan.



 


		7.2	TERMINATION.
                                                           The Company shall have the right to terminate the Plan at any time.
                                                           Further, no offering shall be made hereunder after any day upon which
                                                           Participants elect to participate herein for a number of shares equal
                                                           to or greater than the number of shares remaining available for purchase.
                                                           If the number of shares for which Participants elect to participate
                                                           shall be greater than the shares remaining available, the shares available
                                                           shall at the end of the Offering Period be allocated among such Participants
                                                           pro-rata on the basis of the number of shares for which each has elected
                                                           to participate.



 


		7.3	NO ALTERATION OF RIGHTS.
                                                           Notwithstanding the foregoing provisions of this Article, the Company
                                                           shall not amend or terminate the Plan in any manner which shall retroactively
                                                           impair any Participant’s rights heretofore granted under the
                                                           Plan.



 


ARTICLE VIII - MISCELLANEOUS


 


		8.1	EXECUTION OF RECEIPTS AND RELEASES.
                                                           Any payment or any issuance or transfer of shares of Stock to any Participant,
                                                           or to his legal representative, heir, legatee or distributee, in accordance
                                                           with the provisions of the Plan, shall to the extent thereof be in
                                                           full satisfaction of all claims hereunder against the Plan. The Committee
                                                           may require such Participant, legal representative, heir, legatee or
                                                           distributee, as a condition precedent to such payment, to execute a
                                                           receipt and release therefor in such form as it shall determine.



 


		8.2	PLAN FUNDS.
                                                           All amounts held by the Employer in Payroll Deduction Accounts under
                                                           the Plan may be used for any corporate purpose of the Employer, and
                                                           shall be considered part of the general assets of the Employer.



 


		8.3	NO GUARANTEE OF INTERESTS.
                                                           Neither the Committee nor the Employer guarantee the Stock from loss
                                                           or depreciation.



 






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		8.4	PAYMENT OF EXPENSES.
                                                           All expenses incident to the administration, termination, or protection
                                                           of the Plan, including, but not limited to, legal and accounting fees,
                                                           shall be paid by the Employer.



 


		8.5	EMPLOYER RECORDS.
                                                           Records of the Employer as to an Employee’s or Participant’s
                                                           period of employment, termination of employment and the reason therefor,
                                                           leaves of absence, reemployment, and Compensation will be conclusive
                                                           on all persons, unless determined to be incorrect.



 


		8.6	INTERPRETATIONS AND ADJUSTMENTS.
                                                           To the extent permitted by law, an interpretation of the Plan and a
                                                           decision on any matter within the Committee’s discretion made
                                                           in good faith is binding on all persons. All decisions of the Compensation
                                                           Committee for which the Compensation Committee has discretion under
                                                           the Plan are made in the Compensation Committee’s sole and absolute
                                                           discretion. A misstatement or other mistake of fact shall be corrected
                                                           when it becomes known and the person responsible shall make such adjustment
                                                           on account thereof as he considers equitable and practicable, and such
                                                           determination of the Committee shall be final and conclusive.



 


		8.7	UNIFORM RULES.
                                                           In the administration of the Plan, uniform rules will be applied to
                                                           all Participants similarly situated.



 


		8.8	NO RIGHTS IMPLIED.
                                                           Nothing contained in this Plan or any modification or amendment to
                                                           the Plan or in the creation of any Account, or the execution of any
                                                           participation election form, or the issuance of any shares of Stock,
                                                           shall give any Employee or Participant any right to continue employment,
                                                           any legal or equitable right against the Employer or any officer, director,
                                                           or Employee of the Employer, except as expressly provided by the Plan.



 


		8.9	INFORMATION.
                                                           The Employer shall, upon request or as may be specifically required
                                                           hereunder, furnish or cause to be furnished, all of the information
                                                           or documentation which is necessary or required by the Committee to
                                                           perform its duties and functions under the Plan. The Employer’s
                                                           records as to the current information the Employer furnishes to the
                                                           Committee shall be conclusive as to all persons.



 


		8.10	NO LIABILITY OF EMPLOYER.
                                                            The Employer assumes no obligation or responsibility to any of the
                                                            Employees, Participants, or personal representatives, heirs, legatees
                                                            or distributees for any act of, or failure to act, on the part of
                                                            the Committee.



 


		8.11	EMPLOYER ACTION.
                                                            Any action required of the Employer shall be by resolution of its
                                                            board of directors or by a person authorized to act by Board resolution.



 


		8.12	SEVERABILITY.
                                                            In the event any provision of the Plan shall be held to be illegal
                                                            or invalid for any reason, the illegality or invalidity shall not
                                                            affect the remaining provisions of the Plan, but shall be fully severable
                                                            and the Plan shall be construed and enforced as if the illegal or
                                                            invalid provision had never been included herein.



 


		8.13	NOTICE.
                                                            Any notice required to be given herein by the Employer or the Committee
                                                            shall be deemed delivered, when (a) personally delivered, or (b) placed
                                                            in the United States mails, in an envelope addressed to the last known
                                                            address of the person to whom the notice is given.



 






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		8.14	WAIVER OF NOTICE.
                                                            Any person entitled to notice under the Plan may waive the notice.



 


		8.15	SUCCESSORS.
                                                            The Plan shall be binding upon all persons entitled to purchase Stock
                                                            under the Plan, their respective heirs, legatees, and legal representatives,
                                                            and upon the Employer, its successors and assigns, and upon the Committee,
                                                            and their successors.



 


		8.16	HEADINGS.
                                                            The titles and headings of Articles and Sections are included for
                                                            convenience of reference only and are not to be considered in construction
                                                            of the provisions hereof.



 


		8.17	LAW.
                                                            All questions arising with respect to the provisions of this Agreement
                                                            shall be determined by application of the laws of the State of Delaware
                                                            except to the extent Delaware law is preempted by Federal statute.
                                                            The obligation of the Employer to sell and deliver Stock under the
                                                            Plan is subject to applicable laws and to the approval of any governmental
                                                            authority required in connection with the authorization, issuance,
                                                            sale or delivery of such Stock.



 


		8.18	NO LIABILITY FOR GOOD FAITH DETERMINATIONS.
                                                            Neither the members of the Board of Directors nor any member of the
                                                            Committee (nor their delegates) shall be liable for any act, omission,
                                                            or determination taken or made in good faith with respect to the Plan
                                                            or any right to purchase shares of Stock granted under it, and members
                                                            of the Board of Directors and the Committee (and their delegatees)
                                                            shall be entitled to indemnification and reimbursement by the Employer
                                                            in respect of any claim, loss, damage, or expense (including attorneys’
                                                            fees, the costs of settling any suit, provided such settlement is
                                                            approved by independent legal counsel selected by the Company, and
                                                            amounts paid in satisfaction of a judgment, except a judgment based
                                                            on a finding of bad faith) arising therefrom to
                                                            the full extent permitted by law, under any directors and officers
                                                            liability or similar insurance coverage that may from time to time
                                                            be in effect, and/or any indemnification agreement he or she may have
                                                            with the Employer..



 


ARTICLE IX - ADOPTION
OF PLAN BY PARTICIPATING EMPLOYERS


 


		9.1	PARTICIPATING EMPLOYERS.
                                                           This Plan shall constitute the employee stock purchase plan of each
                                                           Participating Employer which shall adopt this Plan as its own employees’
                                                           employee stock purchase plan, effective with respect to each such Participating
                                                           Employer upon the adoption thereof by (1) official action of its board
                                                           of directors, or by other similar action, (2) execution of an instrument
                                                           making such Participating Employer a signatory to this Plan, and (3)
                                                           by obtaining the consent of the Board of Directors; provided, however,
                                                           that the granting or withholding of consent to the Participating Employer’s
                                                           participation by the Company shall be within the sole discretion of
                                                           the Board of Directors.



  


		9.2	APPLICATION OF PLAN PROVISIONS.
                                                           Except as provided in Section 9.3, the provisions of this Plan shall
                                                           be applied separately to each Participating Employer and its employees
                                                           exactly as if each such Participating Employer adopting the Plan was
                                                           the sole and only employer which is a party hereto. Except in Section 9.1
                                                           and as provided in Section 9.3, the word “Employer,” wherever
                                                           used herein, shall be deemed to refer only to the particular employer
                                                           separately insofar as that employer and its employees are concerned,
                                                           and likewise the words “Employee,” “Employees,”
                                                           “Participant” and “Participants” shall be deemed
                                                           to refer solely to the employees of that particular employer, or such
                                                           of them as may become Participants, as if their employer were the sole
                                                           and only employer which is a party hereto.



  







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		9.3	POWERS EXERCISABLE ONLY BY BIOSCRIP,
                                                           INC. Only
                                                           the Board of Directors shall be authorized to appoint the members of
                                                           the Committee, which shall perform the functions set forth in this
                                                           Plan as the Committee for the entire Plan, including portions attributable
                                                           to Participants employed by Participating Employers.



 


IN WITNESS WHEREOF,
this Agreement has been executed effective the 7th day of May, 2013.


 


 





	 	 	BIOSCRIP, INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	ATTEST:	 	Title:	 
	 	 	 	 
	 	 	 	 
	Secretary	 	 	 







  






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BIOSCRIP, INC.


Employee Stock Purchase Plan


(ESPP)


 


PARTICIPATION ELECTION FORM


 


Being a full-time employee of BioScrip,
Inc. or one of its subsidiaries (collectively, the “Company”) as of [DATE], I am eligible to participate in the Company’s
Employee Stock Purchase Plan (the Plan”). I elect as follows:


 


 


	
 



         
	
        TO PARTICIPATE: I wish to purchase
        that amount of stock that can be purchased with ____ % of my annual base salary (in increments of 1%, up to a maximum of 10%
        of annual base salary) by payroll deduction. I hereby authorize my employer to deduct the percentage of my annual base salary
        that I specified above from my payroll check each pay period effective [DATE] and continuing while this election is in effect.

         

	
 



        (Initial)
	
        I understand and acknowledge that I may only
        decrease my percentage contribution during the Plan Year.

         

	
 

	
        TO NOT PARTICIPATE: I do not wish to
        participate in the Plan Year beginning January 1, 2013 and ending December 31, 2013. I understand that I will not be able to elect
        to participate in the Plan until the Plan Year beginning January 1, 2014 and ending December 31, 2014.

         

	
 

	
        TO CHANGE PERCENTAGE: I wish to change
        my current payroll deduction to _____ % of my annual base salary (in increments of 1%, and can only be decreased from
        the maximum of 10%).

         

	
 

	TO TERMINATE:  I wish to terminate my participation in the Plan for the Plan Year beginning January 1, 2013 and ending December 31, 2013, and have all previous deductions withdrawn from the Plan and paid to me. 


 








	_______________	_____________________________________
	Date	Employee Signature
	 	 
	 	_____________________________________
	 	Print Name
	 	 
	 	 
	 	 
	________         Received by Human Resources on the ____ day of ____________, 2013.
	(Initial)	 


 






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